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Energy Transfer Equity, L. P. 2012 ANNUAL REPORT E N E R G Y T R A N S F E R Unitholder Letter Dear Fellow Unitholders: Regency Energy Partners L.P. (NYSE: RGP) and Sunoco Logistics 2012 was a year of remarkable growth for Energy Transfer Equity Partners L.P. (NYSE: SXL). The chart below indicates the progression (“ETE”) and the Energy Transfer family. There were a number of of annualized ETE cash distributions per unit since 2008, based on transactions completed in 2012, but the two most significant were: the distribution rate for the last quarter of the year shown below. • in March 2012, ETE acquired Southern Union Company (“Southern Union”), an icon of the U.S. energy industry since Energy Transfer Equity Cas h Distribution Per Unit 1929; and (Annualized) Based on distribution rate for last quarter of year shown • in October 2012, Energy Transfer Partners (“ETP”) acquired $3.00 $2.50 $2.54 Sunoco, Inc. (“Sunoco”), another iconic landmark of the U.S. $2.50 $2.04 $2.16 $2.16 energy industry since1886, and also the sole general partner $2.00 of Sunoco Logistics Partners L.P. (“SXL”), a publicly held $1.50 master limited partnership, operating extensive crude oil and $1.00 liquids infrastructure. $0.50 $0.00 By the end of 2012, each of Southern Union and Sunoco were 2008 2009 2010 2011 2012 privately held entities owned exclusively by ETE and ETP, respectively; and SXL remained a publicly held master limited Moving Forward partnership (NYSE: SXL), with its general partner owned by ETP. We remain convinced that the best is yet to come for ETE and the Strategically Expanded Diversity and Geographic Footprint Energy Transfer companies. We are concentrated on simplifying our The combination of these transactions expands the footprint of the asset and capital structure, as we fulfill our commitment to having Energy Transfer companies in geographic, operational and strategic every asset of the Energy Transfer companies perform to its highest ways. This creates tremendous additional value for the Energy potential and value. Transfer companies; and Energy Transfer was transformed from To that end, we have also in 2013 transferred the Sid Richardson being a leader in natural gas transmission into a much more assets from the Holdco entity to Regency; we have consolidated diverse and larger operation, encompassing all of natural gas, crude ownership of the Holdco entity to be exclusively with ETP; we oil, natural gas liquids and retail gasoline operations. In addition, redeemed the ETE preferred units held by General Electric; and we the transactions enhanced the operational presence of Energy have a sale pending of the regulated utilities that were acquired as Transfer by adding pipelines and facilities throughout the Midwest, part of the Southern Union acquisition in early 2012. Each of these along the Gulf of Mexico and into Florida, and significant facilities was accomplished in the most tax-efficient means practical. We are and operations on the Eastern Seaboard. committed to pursue new opportunities for creation of All told, with the other transactions of 2012, the combined Energy additional value. Transfer family of companies had an enterprise value of approxi - Thank you for your continued confidence in and support of mately $60 billion (as of June 3, 2013), making us one of the Energy Transfer Equity. We are working every day to increase value largest energy infrastructure companies in the United States. to make your partnership an even greater investment and a more significant force in the U.S. energy industry. Increasing Distributions Cash distributions for your partnership increased $0.04 per com - mon unit on an annualized basis by the end of 2012. This resulted in a cash distribution of $2.54 per common unit on an annualized basis for the Fourth Quarter of 2012, compared to $2.50 per John W. McReynolds common unit in the Fourth Quarter of 2011. We do expect further President and Chief Financial Officer increases in 2013, as we integrate and develop various assets within the Energy Tr ansfer family. We also expect further growth by the other companies in the Energy Transfer family, being ETP, Energy Transfer Assets Baaken Heath Niobrara / Mowry Niobrara Marcellus/ Hugoton Shale Utica Shale San Juan Basin Woodford Shale Tucumcari Basin Granite Wash Fayetteville Shale East Texas Basin Haynesville Shale Permian Basin / Bone Spring Shale Avalon Bossier Shale/ Tuscaloosa Map Legend Eagle Ford Shale ENERGY TRANSFER SOUTHERN UNION SUNOCO REGENCY ENERGY PARTNERS ASSETS COMPANY ASSET S1 ASSETS PARTNERS ASSETS Pipelines Pipelines Pipelines Pipelines /Gathering Processing Storage Terminals Processing Storage Trunkline LNG Treating Notes: (1) Part of ETP Holdco which is 100% Owned by ETP – noting the Southern Union Assets * Map is a general depiction of Energy Transfer assets and does not include SUN retail or SUG LDCs. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-32740 ENERGY TRANSFER EQUITY, L.P. (Exact name of registrant as specified in its charter) Delaware 30-0108820 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3738 Oak Lawn Avenue, Dallas, Texas 75219 (Address of principal executive offices) (zip code) Registrant’s telephone number, including area code: (214) 981-0700 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Units New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value as of June 29, 2012, of the registrant’s Common Units held by non-affiliates of the registrant, based on the reported closing price of such Common Units on the New York Stock Exchange on such date, was $8.60 billion. Common Units held by each executive officer and director and by each person who owns 5% or more of the outstanding Common Units have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. At February 21, 2013, the registrant had 279,961,650 Common Units outstanding. DOCUMENTS INCORPORATED BY REFERENCE None Table of Contents TABLE OF CONTENTS PART I PAGE ITEM 1. BUSINESS 4 ITEM 1A. RISK FACTORS 31 ITEM 1B. UNRESOLVED STAFF COMMENTS 62 ITEM 2. PROPERTIES 62 ITEM 3. LEGAL PROCEEDINGS 62 ITEM 4. MINE SAFETY DISCLOSURES 62 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 63 ITEM 6. SELECTED FINANCIAL DATA 64 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 65 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 108 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 114 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 114 ITEM 9A. CONTROLS AND PROCEDURES 114 ITEM 9B. OTHER INFORMATION 116 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 116 ITEM 11. EXECUTIVE COMPENSATION 121 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS 133 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 135 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 136 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 137 Signatures 138 ii Table of Contents Forward-Looking Statements Certain matters discussed in this report, excluding historical information, as well as some statements by Energy Transfer Equity, L.P. (“ETE,” “Energy Transfer Equity,” the “Partnership” or “ETE”) in periodic press releases and some oral statements of the Partnership’s officials during presentations about the Partnership, include forward-looking statements.

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