And their “pesky” K-1s George Harris, EA 2101 N Country Club, Ste 105 Tucson, AZ 85716 520-320-1041 george@1stChoiceTaxServices.com 07/22/14 A publicly traded partnership is any partnership an interest in which is regularly traded on an established securities market regardless of the number of its partners … . . … Withholding for Foreign Partners … P a r t n e r s h i p A Master Limited Partnership (MLP) is a limited partnership (or LLC) that trades on a U.S. public exchange or over-the-counter market. It is subject to the same tax rules and reporting requirements as limited partnerships. PTP/MPL Benefits GP provide professional management LP (Unit holders) are investors LP have liability protection Tax Benefits of a Partnership LP taxed on Income via K1 No corporate taxes No double taxation Cash distributions are return of capital Avoids shareholder limitations of S-Corp Units are traded like stock Investments are Liquid C o r p o r a t i o n Attractive to businesses needing to raise large amounts of capital. 1 07/22/14 Corporation Net Income - IRS - State 39.5% 5% Income after tax - IRS - State Net $ after tax 15% 5% MLP $ 100.00 $ 100.00 39.50 0 5.00 0 $ 55.50 $ 100.00 8.33 25% 2.77 5% $ 44.40 25.00 5.00 $ 70.00 §7704(b) Defines PTP as any partnership in which (1) the interests in that partnership are traded on an established securities market or (2) are readily tradable on a secondary market. §7704(a)A PTP is taxed as a corporation. §7704(c) Provides an exception: A PTP may be taxed as a partnership if more than 90% of its gross income consists of “qualifying income”. Investment Income Rental & Real Estate Commodity Investments Income from Natural Resources Activities: ◦ ◦ ◦ ◦ ◦ Oil, gas & petroleum Coal Timber Any depletable resources §613 2008 expanded to include “bio” & other alternative fuels 2 07/22/14 A Master Limited Partnership (MLP) is a subset of PTPs that trades on a U.S. public exchange or over-the-counter market. It earns over 90% of its income from certain “qualifying” sources as defined in IRS §7704 It is therefore allowed the same tax rules and reporting requirements as limited partnerships. 3 07/22/14 One or More General Partners (GPs) ◦ ◦ ◦ ◦ ◦ ◦ ◦ GP Manages Partnership Generally has ~2% ownership Many have Incentive Distribution Rights (IDRs) Many Limited Partners (LPs)/Unit-holders ◦ LPs own Publicly traded units Provide Capital No role in operations K1reports pro-rate share of income, losses, deductions, etc. Receive quarterly distributions of cash flow (DCF) Net Income + Non Cash Expenses - Reserve for maintenance/operating expenses (DCF on average: 20% Net Income 80% Non Cash Expense aka: Depeciation) Corp. Net Income - IRS - State $ 100.00 39.5 % 5% Income after tax - IRS - State Net $ after tax 15% 5% MLP Distribution MLP $ 100.00 39.50 0 5.00 0 $ 55.50 $ 100.00 8.33 25% 2.77 $ 44.40 5% 25.00 x5 $500.00 25.00 5.00 5.00 $ 70.00 $470.00 4 07/22/14 Cash Flow = Fixed Income Distribution Growth Tax efficient Tax deferred Liquid Capital Appreciation ?? Low Volatility ?? 5 07/22/14 KPM EPD ETP NSH It Depends ! 6 07/22/14 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Identification Pass-thru taxation Passive Loss Rules Distributions are return of Capital Tax Basis Zero Basis Rules Year of Sale Recapture Estate Planning IRA’s & UBIT State Tax Implications 7 07/22/14 Or PTP PAL Worksheet-- §469 PAL rules are applied to PTPs on an entity-by-entity basis ◦ PTP losses can not be used against any other income. ◦ PTP losses can not even be used to offset income any of other passive activities (including other PTPs) ◦ Un-allowed losses are carried forward until That PTP has passive income The PTP is disposed of 8 07/22/14 Corp. Net Income 39.5 % - IRS - State $ 100.00 $ 100.00 39.50 0 5% Income after tax - IRS 5.00 0 $ 55.50 $ 100.00 15% - State 8.33 25% 5% Net $ after tax MLP Distribution MLP 2.77 $ 44.40 5% x5 $500.00 25.00 25.00 5.00 5.00 $ 70.00 $470.00 Beginning (Initial Investment/Purchase) 100 @ $50 $5,000 ADDITION + Contributions + Liabilities + Income + $100 SUBTRACT - Losses - Cash and other Distributions - $500 - Decrease in Liabilities Ending Basis at end of year 1 Beginning (of year 13) $4,600 $200 ADDITION + Contributions + Liabilities + Income + $100 SUBTRACT - Losses - Cash and other Distributions - $500 - Decrease in Liabilities Ending Basis at end of year 13 ($200) $200 is recognized as Capital Gain income in year 13 … 9 07/22/14 1/1/2012 Purchase 100 @$50 5,000 2/1/2014 Sell 5,200 100 @ $52 Long Term Capital Gain $200 Beginning (Initial Investment/Purchase) 100 @ $50 $5,000 ADDITION + Income + $100 SUBTRACT - Cash and other Distributions - $500 Ending Basis $4,600 at end of year 1 Feb 1 of year 2 Sell 100 @ $52 Gain on Sale 100 @ $2 = $200 Beginning (Initial Investment/Purchase) 100 @ $50 $5,200 $600 $5,000 ADDITION + Income (includes $400 depreciation *) + $100 SUBTRACT - Cash and other Distributions - $500 Ending Basis $4,600 at end of year 1 Feb 1 of year 2 Sell 100 @ $52 Gain on Sale $5,200 100 @ $2 = $200 $600 *Depreciation Recapture as Ordinary Income $400 Long Term Capital Gain $200 Beginning (Initial Investment/Purchase) 100 @ $50 $5,000 ADDITION + Income (includes $400 depreciation *) + $100 SUBTRACT - Cash and other Distributions - $500 Ending Basis $4,600 at end of year 1 Unit Holder dies on 1/31/year 2 w /FMV 100 @ 52 $5,200 Feb 1 of year 2 $5,100 Gain on Sale Sell 100 @ $51 100 @ $-1 = ($100) ($100) *Depreciation Recapture as Ordinary Income $0 Long Term Capital Gain/(Loss) ($100) 10 07/22/14 MLPs owned by IRAs are NOT reported on the tp’s individual 1040. Think carefully before investing your IRA, 401(k), or other retirement plan in MLPs. These plans are tax-exempt already, so don’t need the tax-deferral advantages of MLPs. IRA assets are IRD and get NO step-up in basis. More importantly, the plan’s share of partnership net income over $1,000 is subject to “unrelated business income tax” (UBIT). If subject to UBIT, Retirement Plan’s Custodian is responsible for filing 990-T and paying UBIT, but K1 is mailed to taxpayer. Technically, partners owe tax on their share of income allocable to each state in which an MLP operates Practically, after the MLP’s income is divided among all partners and all states, and depreciation and other deductions applied, each unit-holder’s income in each state will generally be too small to tax, except for those with large holdings. Unless state tax filing requirements are based upon “Gross Income” vs. “Net Income” or “any taxable income”. Don’t forget (if PTP paid State taxes on behalf of LPs) ◦ Schedule A Deduction ◦ AZ 309 Credit for Taxes Paid to a Foreign State 11 07/22/14 12 uStar Example 1: NSH GP Holdings, LLC 0022068 2 11111111..1.1111111111111..11.11111111111111111111111111111111111 Dear Investor, Enclosed you will find your tax package related to your investment in NuStar GP Holdings, LLC for the 2013 tax year. Your 2013 tax package includes the following: • • • • • • • State Schedule Schedule K-1 Schedule K-1 Supplemental Information and Definitions Ownership Schedule — Please review for accuracy Sales Schedule, if units were disposed of during the year Graphic Guide with additional information on the back Partner's Instructions for Schedule K-1 (Form 1065) Please be sure to check the information on the Ownership Schedule for completeness and accuracy, as it is this information on which your tax allocations are based. If you find an error on the Ownership Schedule, please follow the instructions on that schedule to correct the information and obtain updated tax numbers. Your 2013 Schedule K-1 is also available via the Internet at www.nustargpholdinqs.com. At this site, please click on "Investors" and then "K-1 Tax Information" which will take you to our Tax Reporting Package logon screen. After logon, you will be able to: • • • • • • View your 2013 tax schedules Request changes to incorrect information Print your tax package including instructions Automatically transfer amounts from your Schedule K-1 to IRS forms filed by individuals Download a file of your Schedule K-1 information that can be imported into TurboTax software Calculate your projected gain/loss when selling units If you would like to receive this information earlier and eliminate the need for mailing a paper K-1 in the future, simply follow the steps above to access our Tax Reporting Package website and choose the option to "Eliminate Paper K-1s". By choosing to eliminate paper K-1s, your tax information will bypass the U.S. Postal Service and be delivered securely through the website. We will even notify you via email the instant the K-1s are available. The Tax Package Support line is also available at 1-(877) 804-9545 should you need additional assistance. As always, we appreciate your investment in NuStar GP Holdings, LLC. Sincerely, Bradley C. Barron President and CEO uStar OP Holdings, LLC 2013 STATE The Federal Schedule K-1 and State Schedule summarize your allocable share of the Partnership's tax items based on your unit ownership as reported on the Ownership Schedule. You may need this information to prepare your federal and state income tax returns. Separate allocations and tax calculations were made for each lot of Partnership units. The product of these calculations was accumulated to simplify your tax reporting obligations. Each line on the State Schedule represents your share of income tax items for certain states in which the Partnership had operations. Each state is identified by a two-letter code shown in the far left hand column of this schedule. Differences between the sum of amounts on the State Schedule and amounts on the Federal Schedule K-1 are due to rounding, variations between federal and state income tax laws and variaLions in state apportionment methods. You may be required to file state income tax returns in these states. Resident State Filing Guidelines: Generally, the amounts reported on the Schedule K-1 and State Schedule are needed to prepare your income tax return for the state in which you live. 1077-01-00-0022068-0001-0089827 Non-Resident State Filing Guidelines: The Partnership operates in numerous states which impose an income tax on a partner's share of partnership income allocable to such states. You may be required to file a tax return even though you are not a resident of these states. If you are required to file a nonresident return, you should enter your share of Partnership tax items attributable to the particular state on your state tax return. Due to frequent tax law changes by the states, you should consult your tax advisor concerning the proper tax treatment. ammilielmirr PARTNER FEDERAL ID/ENTITY: alIMMI/INDIVIDUAL CUSTODIAN FEDERAL ID: PARTNERSHIP FEDERAL ID: 85-0470977 PARTNER NAME: ACCOUNT NUMBER: (8) (6) (4) (1) (2) (9) (7) (5) (3) s ALTERNATIVE ALTERNATIVE NET NET NET QUALIFIED PORTFOLIO T MINIMUM TAX INVESTMENT MINIMUM TAX ORDINARY ORDINARY LONG-TERM SECTION DIVIDEND INTEREST A DEPRECIATION ADJUSTED GAIN INCOME DIVIDENDS CAPITAL GAIN 1231 GAIN INCOME T INCOME INCOME OR LOSS (-) ADJUSTMENT OR LOSS (-) OR LOSS (-) OR LOSS (-) E STATE INFORMATION (due to rounding and other Federal and State differences, totals may not agree to Federal totals) INCOME OR LOSS (-) FROM PASSIVE ACTIVITY AL 9 0 AR 7 0 CA 40 1 CO 10 0 0 0 CT 12 0 FL GA 1 0 3 0 IIA 2 0 IN 2 0 KS 46 2 LA 206 8 MD 17 1 MN 24 1 MO 9 0 NC 3 0 ND 18 1 NE 25 1 NJ 35 1 NM 20 1 NY 1 0 OK 17 1 OR 6 0 TX 775 293 VA 6 0 25 States 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 3 0 0 0 0 0 0 0 0 0 0 0 10 0 0 0 2 0 0 0 0 0 0 0 2 8 1 1 0 0 1 1 1 1 0 1 0 32 0 0 0 1 0 0 0 0 0 0 0 2 8 1 1 0 0 1 1 1 1 0 1 0 293 0 0 0 -2 0 0 -1 0 0 0 0 -2 -9 -1 -1 0 0 -1 -1 -2 -1 0 -1 0 -35 0 0 0 -1 0 0 0 0 0 0 0 -1 -6 0 -1 0 0 0 -1 -1 -1 0 0 0 -21 0 (10) GROSS RECEIPTS 117 90 532 134 1 159 18 36 24 22 615 2,737 219 319 115 46 236 339 469 271 10 228 85 10,563 76 4 651113 M13 Schedule K-1 (Form 1065) Department of the Treasury Internal Revenue Service 1 2 , 20 Part I 3 InfOmation.Aboutthe Partnership 4 Guaranteed payments 5 Interest income 318 4 SOLD 12 6a Ordinary dividends 6b Qualified dividends Foreign transactions OTHCOUNTRIES B 19,545 D 1,257 G 18 Royalties L IRS Center where partnership filed return OGDEN, UT • 16 A 918 7 2 Other net rental income (loss) Partnership's name, address, city, state, and ZIP code P.O. BOX 781609 SAN ANTONIO, TX 78278-1609 C Net rental real estate income (loss) Partnership's employer identification number NUSTAR GP HOLDINGS, LLC ATTN: TAX DEPT. Credits 1,451 1 85-0470977 B 15 Ordinary Business Income (loss) 8 Partner's Share of Income, Deductions, Credits, etc. ►See back of form and separate instructions. A :IPartner s: Share of Currentveaelnoome; And"Other Items Deductions 5 , 2013 ending OMB No. 1545-0099 41/ Part III For calendar year 2013, or tax year beginning ❑ Amended K-1 El Final K-1 8 Net short-term capital gain (loss) 9a Net long-term capital gain (loss) 18 Foreign Tax Paid 8 65 Check if this is a publicly traded partnership (PTP) Part II Information' About the Partner:: E Partners identifying number 9b Collectibles (28%) gain (loss) F Partner's name, address, city, state, and ZIP code 9c Unrecaptured section 1250 gain 10 Net section 1231 gain (loss) 17 A Alternative minimum tax (AMT) items -65 B -39 R 18 59 11 • C Other income (loss) 12 6 Limited partner or other LLC member ❑ Foreign partner H El Domestic partner 11 What type of entity is this partner? INDIVIDUAL 19 A Distributions 9 12 Section 179 deduction 4,905 13 A Other deductions Cash Cont 50% 8 20 B Cash Cont 30% 10 A 318 STMT V 1,452 12 If this partner is a retirement plan (IRA/SEP/Keogh/etc.), check here (see instructions) J Partners share of profit, loss, and capital (see instructions): Beginning Profit Loss 3 Capital K 4 Ending 0.007041 % 0.007041 % 0 .000000% 0.000000 % 0.007041 % 0.000000 % 7 14 Partners share of liabilities at year end: Nonrecourse Other information Self-employment earnings (loss) Z* 0 10 STMT Qualified nonrecourse financing Recourse . L . $ *See attached statement for additional information. Partners capital account analysis: Beginning capital account . 3 . . $ Capital contributed during the year . $ 0 Current year increase (decrease) . $ 1,752 Withdrawals & distributions $( 4 Ending capital account Tax basis ❑ GAAP ❑ Section 704(b) book El Other (explain) M 26,568 28,320) 0 For IRS Use Only 1 General partner or LLC member-manager Tax-exempt income and nondeductible expenses Did the partner contribute property with a built-in gain or loss? ❑ Yes ©No If "Yes", attach statement (see instructions) For Paperwork Reduction Act Notice, see Instructions for Form 1065. IRS.gov/form1065 Cat. No. 11394R Schedule K-1 (Form 1065) 2013 Schedule K-1 (Form 1065) 2013 Page This list identifies the codes used on Schedule K-1 for all partners and provides summarized reporting information for partners who file Form 1040. For detailed reporting and filing information, see the separate Partner's Instructions for Schedule K-1 and the instructions for your income tax return. 1. Ordinary business income (loss). Determine whether the income (loss) is passive or nonpassive and enter on your return as follows. Report on See the Partner's Instructions Passive loss Schedule E, line 28, column (g) Passive income Schedule E, line 28, column (h) Nonpassive loss Schedule E, line 28, column (j) Nonpassive income See the Partner's Instructions 2. Net rental real estate Income (loss) 3. Other net rental income (loss) Schedule E, line 28, column (g) Net income See the Partner's Instructions Net loss Schedule E, line 28, column (j) 4. Guaranteed payments Form 1040, line 8a 5. Interest income Form 1040, line 9a 6a. Ordinary dividends 6b. Qualified dividends Form 1040, line 9b Schedule E, line 4 7. Royalties Schedule D, line 5 8. Net short-term capital gain (loss) Schedule D, line 12 9a. Net long-term capital gain (loss) 28% Rate Gain Worksheet, line 4 9b. Collectibles (28%) gain (loss) (Schedule D instructions) See the Partner's Instructions 9c. Unrecaptured section 1250 gain 10. Net section 1231 gain (loss) See the Partner's Instructions 11. Other income (loss) Code A Other portfolio income (loss) See the Partner's Instructions See the Partner's Instructions B Involuntary conversions C Sec. 1256 contracts & straddles Form 6781, line 1 D Mining exploration costs recapture See Pub. 535 E Cancellation of debt Form 1040, line 21 or Form 982 F Other income (loss) See the Partner's Instructions 12. Section 179 deduction See the Partner's Instructions 13. Other deductions A Cash contributions (50%) B Cash contributions (30%) C Noncash contributions (50%) D Noncash contributions (30%) See the Partner's E Capital gain property to a 50% Instructions organization (30%) F Capital gain property (20%) G Contributions (100%) H Investment interest expense Form 4952, line 1 I Deductions—royalty income Schedule E, line 19 J Section 59(e)(2) expenditures See the Partners Instructions K Deductions—portfolio (2% floor) Schedule A, line 23 L Deductions—portfolio (other) Schedule A, line 28 M Amounts paid for medical insurance Schedule A, line 1 or Form 1040, line 29 N Educational assistance benefits See the Partner's Instructions 0 Dependent care benefits Form 2441, line 12 P Preproductive period expenses See the Partner's Instructions Q Commercial revitalization deduction See Form 8582 instructions from rental real estate activities R Pensions and IRAs See the Partner's Instructions S Reforestation expense deduction See the Partner's Instructions T Domestic production activities See Form 8903 instructions information U Qualified production activities income Form 8903, line 7b ✓ Employer's Form W-2 wages Form 8903, line 17 W Other deductions See the Partner's Instructions 14. Self-employment earnings (loss) Note. If you have a section 179 deduction or any partner-level deductions, see the Partner's Instructions before completing Schedule SE. A Net earnings (loss) from Schedule SE, Section A or B self-employment B Gross farming or fishing income See the Partner's Instructions C Gross non-farm income See the Partner's Instructions 15. Credits A Low-income housing credit (section 42(j)(5)) from pre-2008 buildings B Low-income housing credit (other) from pre-2008 buildings C Low-income housing credit (section 42(j)(5)) from post-2007 buildings See the Partner's Instructions D Low-income housing credit (other) from post-2007 buildings E Qualified rehabilitation expenditures (rental real estate) F Other rental real estate credits G Other rental credits H Undistributed capital gains credit Form 1040, line 71; check box a I Biofuel producer credit See the Partners Instructions J Work opportunity credit See the Partners Instructions Report on Code K Disabled access credit L Empowerment zone employment credit M Credit for increasing research activities See the Partner's Instructions N Credit for employer social security and Medicare taxes O Backup withholding P Other credits 16. Foreign transactions A Name of country or U.S. possession Form 1116, Part I B Gross income from all sources C Gross income sourced at partner level Foreign gross income sourced at partnership level D Passive category Form 1116, Part I E General category F Other Deductions allocated and apportioned at partner level Form 1116, Part I G Interest expense Form 1116, Part I H Other Deductions allocated and apportioned at partnership level to foreign source income I Passive category J General category Form 1116, Part I J K Other Other information Form 1116, Part II L Total foreign taxes paid Form 1116, Part II M Total foreign taxes accrued Form 1116, line 12 N Reduction in taxes available for credit Form 8873 O Foreign trading gross receipts Form 8873 P Extraterritorial income exclusion See the Partner's Instructions Q Other foreign transactions 17. Alternative minimum tax (AMT) items A Post-1986 depreciation adjustment See the Partner's B Adjusted gain or loss Instructions and C Depletion (other than oil & gas) the Instructions for D Oil, gas, & geothermal—gross income Form 6251 E Oil, gas, & geothermal—deductions F Other AMT items 18. Tax-exempt income and nondeductible expenses Form 1040, line 8b A Tax-exempt interest income See the Partner's Instructions B Other tax-exempt income See the Partner's Instructions C Nondeductible expenses 19. Distributions A Cash and marketable securities See the Partner's Instructions B Distribution subject to section 737 C Other property 20. Other information A Investment income Form 4952, line 4a B Investment expenses Form 4952, line 5 Form 4136 C Fuel tax credit information D Qualified rehabilitation expenditures See the Partner's Instructions (other than rental real estate) E Basis of energy property See the Partner's Instructions Form 8611, line 8 F Recapture of low-income housing credit (section 42(j)(5)) G Recapture of low-income housing Form 8611, line 8 credit (other) H Recapture of investment credit See Form 4255 I Recapture of other credits See the Partner's Instructions J Look-back interest—completed See Form 8697 long-term contracts K Look-back interest—income forecast See Form 8866 method L Dispositions of property with section 179 deductions M Recapture of section 179 deduction N Interest expense for corporate partners O Section 453(1)(3) information P Section 453A(c) information Q Section 1260(b) information R Interest allocable to production See the Partner's expenditures Instructions S CCF nonqualified withdrawals T Depletion information—oil and gas U Amortization of reforestation costs ✓ Unrelated business taxable income W Precontribution gain (loss) X Section 108(i) information Y Net investment income Z Other information 1077-01-00-0022068-0002-0089828 2 2013 SCHEDULE K-1 SUPPLEMENTAL INFORMATION 7 10 13U 13V 20Z1 20Z2 41 10 19,545 0 QUALIFIED PRODUCTION ACTIVITIES EMPLOYER'S FORM W-2 WAGES GROSS RECEIPTS NONTAXABLE ADJUSTMENT TO CAPITAL ADDITIONAL SCHEDULE K-1 LINE ITEM DESCRIPTIONS 7 11 10 Domestic Production Activities Information (Code 13U and 13V) - This information is shown on your Schedule K-1, Box 13 and is used to report your share of qualified production activity income and wages. The amount reported in Box 13U should be reported on line 7b of Form 8903. The amount reported in Box 13V should be reported on line 17 of Form 8903. Net Investment Income (Code 20Y) — Absent material participation in the operations of NuStar GP Holdings, LLC or another exception, NuStar GP Holdings, LLC expects that all of the items of income, gain, loss and deduction reported to you on this Schedule K-1 would be considered net investment income for purposes of Internal Revenue Code Section 1411 and potentially subject to a 3.8% surtax. Gross Receipts (Code 20Z1) - This amount is reported on your Schedule K-1, Box 20 and represents your share of the Partnership's total income earned before expenses. You may need this information for state filing requirements and for federal reporting if you are a tax-exempt entity. 2013 STATE SUPPLEMENTAL INFORMATION These items are reported for informational purposes only and will not be included with the Schedule K-1 that is filed with the Internal Revenue Service. Louisiana Tax-Exempt Bond Financing New York MCTD Activity 3 This is your share of the Partnership's interest expense associated with the Gulf Opportunity Zone Revenue Bonds issued by the Parish of St. James, Louisiana. NuStar GP Holdings, LLC has activity in the New York Metropolitan Commuter Transportation District (MCTD) through its ownership of NuStar Energy L.P. Please contact the Partnership for detailed information regarding this activity. SCHEDULE K-1 DEFINITIONS: Partnership's Employer Identification Number - The federal employer identification number for the Partnership must be reported on your U.S. Individual Income Tax Return, Form 1040, Schedule E, Part II, Column (d), "Employer Identification Number." 85-0470977 Ordinary Business Income (Loss) (Box 1) - This amount reflects your share of Partnership ordinary income or loss before any separately reported items. This amount should be reported on your U.S. Individual Income Tax Return, Form 1040, Schedule E, Part II, Column (g). Please note that the IRS Code Section 743(b) Adjustments, if applicable, have been included in Box 1. Other Net Rental Income (Loss) (Box 3) - This is your share of the income (loss) from the Partnership's rental activities. It should be reported on Form 1040, Schedule E, Part II, Column (g). Interest Income (Box 5) - This is your share of portfolio interest income. Report this amount on Form 1040, Schedule B, Part I, Line 1. Write "From NuStar GP Holdings, LLC 85-0470977." Dividend Income (Box 6a and 6b) - This is your share of portfolio dividend income and should be reported on Form 1040, Schedule B, Part II, Line 5. Write "From NuStar GP Hqldings, LLC 85-0470977." Net Short-Term Capital Gain (Loss) (Box 8) - This is your share of net short-term capital gain or loss from portfolio assets and should be reported on Form 1040, Schedule D, Part I, Line 5. Net Long-Term Capital Gain (Loss) (Box 9a) - This is your share of net long-term capital gain or loss from portfolio assets and should be reported on Form 1040, Schedule D, Part II, Line 12. Net Section 1231 Gain (Loss) (Box 10) - This is your share of gain or loss from the disposition of trade or business assets held by the Partnership for more than one year. Report this amount on Form 4797, Line 2. Write "From NuStar GP Holdings, LLC 85-0470977." Cash Contributions (Box 13A and 13B) - This is your share of cash contributions. Report this amount on Form 1040, Schedule A, Line 16. Please consult your personal tax advisor regarding AGI limitations on cash contributions. Foreign Gross Income and Deductions (Box 16A, 16B, 16D, 16G and 161) - These items reflect your share of gross income and deductions. Report these amounts on Form 1116, Part I. Foreign Taxes Paid (Box 16L) - This amount represents your share of total foreign taxes paid. Report this amount on Form 1116, Part II. Alternative Minimum Tax Depreciation Adjustment (Box 17A) - Property placed in service after 1986 generally must be depreciated differently for AMT purposes than for regular tax purposes. The net difference between AMT and regular tax depreciation is an adjustment for the calculation of your alternative minimum tax. This amount should be reported on Form 6251, Line 18. Alternative Minimum Tax Adjusted Gain or Loss (Box 17B) - This amount represents the reversal of cumulative AMT depreciation adjustments on property that was disposed of during the year. This amount should be reported on Form 6251, Line 17. Investment Income (Box 20A) - This amount is used in the computation of the limitation on deductible interest expense. Report this amount on Form 4952, Line 4a. Unrelated Business Taxable Income or Loss (Box 20V) - If your investment in the Partnership was made through an IRA, Keogh or other qualified retirement plan, or if you are any other tax-exempt entity, your trustee may be required to report a portion of the taxable income or loss as unrelated to your tax-exempt purpose on IRS Form 990-T (Exempt Organization Business Income Tax Return). You should consult your trustee or personal tax advisor for the appropriate tax treatment. If you are a tax-exempt entity, please note that a portion of our liabilities may be allocable to you and these liabilities may be treated as acquisition indebtedness for purposes of determining the amount of gain on sale that is subject to tax as unrelated business taxable income. Please consult your tax advisor and K-1 Support if more information is required. PASSIVE ACTIVITY INCOME (LOSSES): The tax law characterizes the tax reporting items of income, gain, loss, and deduction from a publicly-traded limited partnership interest as relating to either passive or portfolio activities. The tax law limits the recognition of losses from passive activities of a publicly-traded limited partnership to the amount of passive activity income from that same partnership. Net passive activity income from a publicly-traded limited partnership is fully recognized. The income cannot be offset by net passive activity losses from other sources including other publicly-traded partnerships. Passive activity losses which are not recognized currently are suspended and carried forward until: a. the partner is allocated net passive activity income from the same partnership against which the suspended losses can be offset, or b. the partner disposes of their entire interest in the partnership, at which time the suspended losses are fully recognized. If boxes 1, 3 and 10 on your Federal Schedule K-1 combine to result in a loss (negative number), do not report boxes 1, 3, 10, or 17 on your 2013 Federal Tax Return unless you disposed of your entire interest in the Partnership in 2013. However, boxes 5, 6a, 6b, 8 and 9a need to be reported on Schedules B and D regardless of the result of boxes 1, 3 and 10. If a net loss is reported to you in 2013, it is the result of depreciation allocated to you and is not indicative of the overall Partnership results. IMPORTANT - If your Schedule K-1 shows a loss from passive activity you may need to adjust certain amounts reported on the Federal and State Schedule to reflect the passive activity loss limitations. Please consult your personal tax advisor for the appropriate tax treatment. 1077-1)1_na.nr77nAR-000n-ons9om uStar GP Holdings, LW Page: 1 of 1 Partner Name: Account Number: Partner Federal ID/Entity: 11111POINSINDIVIDUAL Custodian Federal ID: TRANSACTION BROKER OR CERTIFICATE NUMBER DATE DESCRIPTION 201 12/18/2006 The Ownership Schedule is NOT proof of AC BUY 201 10/16/2008 ownership. This schedule contains a AC BUY 08/15/2013 547 summary of your ownership history from DA SELL your original acquisition of Partnership The information reported on this schedule, as corrected, accurately and completely presents my ownership history through December 31, 2013. By signing this schedule, I authorize the Partnership units to December 31, 2013. 201$ OWNERSHIP SCHEDULE. ' 4 UNITS 2,000.0000 1,000.0000 -3,000.0000 to make the corrections as indicated above to my Schedule K-1. This information came directly from the transfer agent's records if you are a registered holder. Ownership information for brokerage nominee account) was provided from your broker's or nominee's records, if the broker or nominee provided the information in accordance with Internal Revenue Code Section 6031(c). IRS regulations regarding partnerships require brokers and nominees to inform the Partnership directly of your unit activity so that we may furnish you with your tax information. Dispositions of Partnership units have been treated as if they relate to the lots with the earliest acquisition date. If you held multiple lots of Partnership units, the ownership information has been accumulated for each lot having a common federal tax identification number and entity type. You will receive a separate tax package for each lot with a different tax identification number and different entity type. For lots attributable to an individual retirement account (IRA), Keogh or similar type of account, the federal tax identification number of the custodian is shown. If your records do not agree with the information reported on this Ownership Schedule, then the amounts reported in the rest of the tax package may not be correct. Please make any corrections directly onto this schedule, including any necessary explanations, sign where indicated and mail before May 15, 2014 to: NuStar GP Holdings, LLC Tax Package Support P.O. Box 799060 Dallas, TX 75379-9060 or you may contact Tax Package Support by phone at (877) 804-9545 or by e-mail through our website at www.nustargp holdings.com. If the Ownership Schedule is the only schedule containing information (i.e. the Schedule K-1 and State schedule is blank), then the ownership history the Partnership received from the transfer agent, brokerage firm or nominee for your account is inaccurate or incomplete. Please contact Tax Package Support for instructions on how to proceed. Signed: Daytime Phone Number: • 0.0000 4 uStar OP Holdings, LLC Page: 1 of 1 2013 SALES SCHEDULE This schedule should not be completed if you did not have a taxable disposition of any of your units. The Sales Schedule will only be provided if you had a taxable disposition of all or a portion of your Partnership interest in 2013. The information summarized in this schedule should be used to calculate the amount and character of the gain or loss from the disposition of Partnership units. Partnership units are considered to be sold in the order they were acquired. This approach has been applied for administrative convenience and is not consistent with IRS Revenue Ruling 84-53, which provides that a partner shall apportion the basis in its total partnership interest to any portion sold based on FMV. Each partner must determine on their own the basis to associate with units that are sold. The Partnership expresses no opinion on the appropriate method and has provided this schedule solely as a courtesy. Please consult your tax advisor for guidance. Information Provided by Partnership Please note the items in Columns 1-3 have been provided by the transfer agent or your broker. If this information is incorrect, you should contact Tax Package Support at (877) 804-9545. Column (6) - Cumulative Adjustments to Basis: This represents the cumulative amounts of income, gains, losses, deductions, credits and distributions allocated to these units since your purchase, which either increase or decrease your original tax basis in these units. 19 Information from Your Records Column (4) - Sales Proceeds: Enter the total amount you received from the sale, net of any commissions. Column (5) - Purchase Amount: Enter the total amount you paid for the units including commissions. If you acquired the units by some means other than purchase (such as Inheritance), please contact your tax advisor. Column (8) - Ordinary Gain: If you have ordinary gain, a Section 751 Statement must be attached to your Calculation of Gain or Loss tax return. Column (7) - Total Gain or Loss: Subtract the sum of the amounts in columns (5) and (6) from the IRC Section 751 Statement amount in column (4) and enter the result here. The taxpayer has reported ordinary income upon the disposition of units in NuStar GP Holdings, LLC, as Column (9) - Capital Gain or Loss: Subtract the amount in column (8), if any, from the amount provided by the Tax Matters Partner. The amount was determined in accordance with Internal Revenue calculated in column (7). Code Section 751 and the detailed information is available in the offices of the Tax Matters Partner upon request. If you disposed of a portion of your units (rather than your entire interest) you may be subject to the passive activity loss limitation rules. Please consult your tax advisor for the appropriate tax treatment. Absent material participation in the operations of NuStar GP Holdings, LLC or another exception, the gain or loss on your sale of NuStar GP Holdings, LLC units may be treated as net investment income for purposes of Internal Revenue Code Section-1-411 and potentially subject to a 3.8% surtax. 12 (1) (2) (3) (4) (5) (6) (7) UNITS DISPOSED DISPOSITION DATE ACQUISITION DATE SALES PROCEEDS PURCHASE AMOUNT CUMULATIVE ADJUSTMENTS TO BASIS TOTAL GAIN OR LOSS (-) 08/15/2013 08/15/2013 12/18/2006 10/16/2008 2,000.0000 1,000.0000 70,545 PARTNER TOTALS -27,556 -10,122 13 - ( 59,459 + ORDINARY GAIN -37,678) = 48,768 - 29,057 FORM 4797 17 PART II, LINE 10 29,057 15 CAPITAL GAIN OR LOSS (-) 21,205 7,852 14 21,781 REFERENCES (9) (8) GAIN OR LOSS CLASSIFICATION Gain/(Loss) per 1099B: 1077-01-00-0022068-0004-0089830 Form 8949 Gain Adj. = 19,707 FORM 1040, SCHEDULE D 19,707 (10) ALTERNATIVE MINIMUM TAX BASIS ADJUSTMENT -444 -200 -644 FORM 6251, 18 LINE 17 (644) 11,086 -----8,621 16 Certain states require that nonresidents apportion the gain/loss from the sale of a partnership interest to their state. Listed below are the apportionment factors for states identified as imposing such requirements. The reporting requirements for each state may vary, and there could be additional states with similar requirements; therefore, it is important to consult with your tax preparer in completing any applicable state tax returns. Please contact Tax Package Support if additional information is required. CA 2.713% ID 0.000% IA 0.185% ME 0.000% MA 0.000% MN 1.624% MT 0.000% ND 1.215% OK 1.172% OR 0.434% Page 5 of Robert W. Baird & Co. Incorporated Proceeds from Broker and Barter Exchange Transactions 2013 1099-B* (continued) OMB No. 1545-0715 LONG-TERM TRANSACTIONS 6 - NONCOVERED tax lot for which cost basis is NOT reported to the IRS** Report on Form 8949, Part II, with Box E checked 8 - Description / CUSIP / 1 d - Symbol 1 a - Date of Sale 2a - Proceeds of or exchan • e I e - Quantit stocks bonds etc. MIDDLESEX NJ4.875 021513 / CUSIP: 596562DK1 / Symbol: 02/15/13 30,000.000 30,000.00 These columns are not reported to the IRS Cost or Wash sale other basis loss disallowed Gain or loss Date of ac • uisition 09/17/98 30,000.00 Additional information 0.00 Redemption Note: AA Original basis: $30,453.00 NUSTAR GROUP HLDGS LLC / CUSIP: 67059L102 / Symbol: NSH 2 tax lots for 08/15/13. Total proceeds (and cost when required) reported to the IRS. 2,000.000 47,030.27 12/18/06 43,231.76 08/15/13 1,000.000 23,515.14 3,000.000 70,545.41 PIMA AZ HWY 4.375 070118 / CUSIP: 721882BK3 / Symbol: 07/01/13 35,000.000 35,000.00 10/16/08 13 VARIOUS 07/07/08 16,227.25 13 59,459.01 0.00 35,000.00 15 3,798.51 Sale Note: LP Original basis: $44,321.76 7,287.89 Sale Note: LP Original basis: $16,772.25 11,086.40 Total of 2 lots 0.00 Redemption Note: AA Original basis: $35,909.55 VERIZON COMMS INC / CUSIP: 92343V104 / Symbol: VZ 05/01/13 2 tax lots for 05/01/13. Total proceeds (and cost when required) reported to the IRS. 750.000 39,519.22 01/07/09 22,880.89 250.000 13,173.08 03/30/10 7,463.45 1,000.000 52,692.30 VARIOUS 30,344.34 0.00 16,638.33 Sale 5,709.63 Sale 22,347.96 Total of 2 lots WINDSTREAM CORP / CUSIP: 97381W104 / Symbol: 7 tax lots for 03/27/13. Total proceeds (and cost when required) reported to the IRS. 103.300 822.52 06/02/91 293.20 206.600 1,644.95 06/06/94 832.08 206.600 1,644.95 09/11/00 1,809.30 529.32 Sale Note: AC Original basis: $370.99 812.87 Sale Note: AC Original basis: $987.66 -164.35 Sale Note: AC Original basis: $1,964.88 * This is important tax information and is being furnished to the Internal Revenue Service. If you are required to file a return, a negligence penalty or other sanction may be imposed on you if this income is taxable and the IRS determines that it has not been reported. Remember, taxpayers are ultimately responsible for the accuracy of their tax return(s). **For NONCOVERED tax lots, values for "Date of acquisition," "Cost or other basis" and "Wash sale loss disallowed" are provided for your reference and are NOT reported to the IRS. # Less commissions and if shown, option premium. 18 Page 6 of Account,lillan Robert W. Baird & Co. Incorporated Proceeds from Broker and Barter Exchange Transactions OMB No. 1545-0715 (continued) 2013 1099-B* LONG-TERM TRANSACTIONS 6 - NONCOVERED tax lot for which cost basis is NOT reported to the IRS** Report on Form 8949, Part II, with Box E checked 8 - Description / CUSIP / 1d - Symbol These columns are not reported to the IRS 2a - Proceeds of 1 a - Date of Sale stocks, bonds, etc. le - Quantity or exchange WINDSTREAM CORP / CUSIP: 97381W104 / Symbol: (cont'd) 4,112.39 516.500 03/27/13 Date of acquisition Cost or Wash sale other basis loss disallowed 02/21/03 3,521.08 700.000 5,573.42 10/10/06 8,885.52 300.000 2,388.61 07/26/07 4,129.17 1,967.000 15,661.33 12/08/09 19,941.45 4,000.000 31,848.17 VARIOUS 39,411.80 0.00 294,132.73 0.00 Totals: 340,632.13 Gain or loss(-) Additional information 591.31 Sale Note: AC Original basis: $3,910.06 -3,312.10 Sale Note: AC Original basis: $9,528.91 -1,740.56 Sale Note: AC Original basis: $4,404.91 -4,280.12 Sale Note: AC Original basis: $21,749.59 -7,563.63 Total of 7 lots 15 46,499.40 * This is important tax information and is being furnished to the Internal Revenue Service. If you are required to file a return, a negligence penalty or other sanction may be imposed on you if this income is taxable and the IRS determines that it has not been reported. Remember, taxpayers are ultimately responsible for the accuracy of their tax return(s). **For NONCOVERED tax lots, values for "Date of acquisition," "Cost or other basis" and "Wash sale loss disallowed" are provided for your reference and are NOT reported to the IRS. # Less commissions and if shown, option premium. 18 Example 2: ETP tia.001 ENERGY TRANSFER PARTNERS, L.P. (NYSE:ETP) 9131 0010 EN RP 06 03062014 NNNNNN 01 024771 0104 aid111111111■111111011 TUCSON AZ 85739-3020 Or. Tax Package Support PO Box 799060 Dallas, Texas 75379-9060 Phone: 1-800-792-7904 Fax: 1-866-554-3842 www.taxpackagesupport.com/etp -k.a• Iti Dear Unitholder, Enclosed is your Energy Transfer Partners, L.P. ("ETP" or "Partnership") tax package for the tax year ending December 31, 2013. The information contained in this package is being provided to you because the Partnership has been notified either by your broker or the Partnership's transfer agent that you were an owner of Partnership units during the 2013 tax year. If the information provided by your broker or the transfer agent is incorrect, the information being reported to you and the Internal Revenue Service ("IRS") will be incorrect. Therefore, it is important that you carefully review the information included in this package to ensure it is consistent with the information sent to you by your broker or transfer agent during 2013. The following documents are provided in this package: 1. Schedule K-1 and Instructions 2. Supplemental K-1 Information Statement 3. Transaction Schedule 4. Sales Worksheets (only if units were sold in 2013) 5. State Information Schedules This package includes a set of general instructions that you may use in conjunction with the 2013 Partner's Instructions for Schedule K-1 (Form 1065) that is published by the IRS and available on the Partnership's website. The Partnership's website also includes a list of Frequently Asked Questions ("FAQs") that pertain to the federal income tax issues associated with investments in Publicly Traded Partnerships ("PTPs"). The tax guidance contained in this package, reflected on the enclosed schedules and provided on the Partnership's website is based on existing federal and state tax laws and regulations as interpreted by the General Partner. This information is being provided for your general guidance, and is not intended to be, nor should it be construed as, the basis of tax advice. Before undertaking any tax filing, the Partnership suggests that you refer to the appropriate federal and state income tax laws or consult your personal tax advisor. For tax years beginning after 2012, new Internal Revenue Code ("IRC") Section 1411 imposes a 3.8% surtax on certain passive investment income of individuals and of trusts and estates. Your share of income reported on this Schedule K-1 and any gain on the sale of ETP units may be subject to this surtax. The partnership encourages you to consult your tax advisor concerning the impact of IRC Section 1411 to you. If you prefer to go paperless and receive your K-1 electronically, you can do so in the Account Management screen on www.taxpackagesupport.com/etp. By electing electronic delivery, you will no longer receive a copy in the mail. Instead, you will receive an email when your Schedule K-1 is available online. To access your Schedule K-1 information online, you must register as a Tax Package Support user at www.taxpackagesupport.com/etp. During registration, you will provide your name, a valid email address, and a password. Once your registration is activated via a confirmation email, you will be directed to provide the name and Tax ID of the account(s) you are authorized to access. Any corrections to this information or any other information reflected in this package must be submitted to the Partnership by June 14, 2014 in any one of the following ways: 1. Mail to Energy Transfer Partners, L.P., Attention: Tax Package Support, P.O. Box 799060, Dallas, TX 75379-9060 2. Call Tax Package Support at 1-800-792-7904 or 3. Submit corrections online through the Partnership's website at www.taxpackagesupport.com/etp Failure to submit corrections by June 14, 2014 may require you to file Form 8082 - "Notice of Inconsistent Treatment or Administrative Adjustment Request" with your federal income tax return. Thank you for your investment in ETP. Sincerely, Energy Transfer Partners, L.P. SA6DF01-4GV 1Ir, ■• 9131 0010 EN RP 06 03062014 NNNNNN 01 024771 0104 D Amended K-1 D Final K-1 Schedule K-1 (Form 1065) Part III Partner's Share of Current Year Income, 2013 Department of the Treasury Internal Revenue Service Deductions, Credits, and Other items 1 For calendar year 2013, or tax year beginning 15 Credits 16 Foreign transactions -1,434 Net rental real estate income (loss) , 20 Partner's Share of Income, Deductions, ► See back of form and separate instructions. Credits, etc. Part I Ordinary business income (loss) 2013 ending 651113 OMB No. 1545-0099 Information About the Partnership Other net rental income (loss) 4 Guaranteed payments 5 Interest income Partnership's employer identification number 73-1493906 921 Partnership's name, address, city, state, and ZIP code ENERGY TRANSFER PARTNERS, L.P. 3738 OAK LAWN DALLAS, TX 75219 Ordinary dividends rn 1,235 6b - Qualified dividends ) 7 Rw44)tiii", 1n 8 Net a Net kJ 23 a. IRS Center where partnership filed return Ogden, UT Check if this is a publicly traded partnership (PTP) Part II Information About the Partner 4C`apita 4 - • vital i s, ts in 17 s hl jiati atie minimum tax (AMT) items vag, Partner's identifying number 9b Collectibles (28%) gain (I Partner's name, address, city, state, and ZIP code 9c Unrecaptured section 1250 gain 10 Net section 1231 gain (loss) -126 29 B 1111111111111111111111=1.11111; TUCSON AZ 85739 18 260 3 [1] General partner or LLC member-manager 11 Other income (loss) C 12 Section 179 deduction A 13 Other deductions 19 What type of entity is this partner? 12 If this partner is a retirement plan (IRA/SEP/Keogh/etc.), check here (see instructions) A 20 Partner's share of profit, loss, and capital (see instructions): Beginning Ending 0.000543 % 0.000543 % 0.000543 % Loss Capital Distributions 7,890 INDIVIDUAL 11 Profit 15 Limited partner or other LLC member ❑ Foreign partner Domestic partner Tax-exempt income and nondeductible expenses 0.000503 % 0.000503 % 0.000503 % T* 14 279 A 4,138 STMT V -804 Z* STMT Self-employment earnings (loss) Partner's share of liabilities at year end: Nonrecourse . . Other information 85,487 Qualified nonrecourse financing *See attached statement for additional information. Recourse . Partner's capital account analysis: . 31,427 Current year increase (decrease) . 2,668 (7,890) 26,205 Beginning capital account . . 0 Capital contributed during the year Withdrawals & distributions Ending capital account . 13 Tax basis D GAAP D Section 704(b) book a) (/) CC O - 1.1. El Other (explain) M 0 Did the partner contribute property with a built-in gain or loss? El 3 Yes No If "Yes," attach statement (see instructions) For Paperwork Reduction Act Notice, see Instructions for Form 1065. IRS.gov/form1065 Cat. No. 11394R Schedule K-1 (Form 1065) 2013 SA5DFO3E 9131 0010 EN RP 06 03062014 NNNNNN 01 024771 0104 Page Schedule K-1 (Form 1065) 2013 This list identifies the codes used on Schedule K-1 for all partners and provides summarized reporting information for partners who file Form 1040. For detailed reporting and filing information, see the separate Partner's Instructions for Schedule K-1 and the instructions for your income tax return. 1. Ordinary business income (loss). Determine whether the income (loss) is passive or nonpassive and enter on your return as follows. Report on See the Partner's Instructions Passive loss Schedule E, line 28, column (g) Passive income Schedule E, line 28, column (h) Nonpassive loss Schedule E, line 28, column (j) Nonpassive income See the Partner's Instructions 2. Net rental real estate income (loss) 3. Other net rental income (loss) Schedule E, line 28, column (g) Net income See the Partner's Instructions Net loss Schedule E, line 28, column (j) 4. Guaranteed payments Form 1040, line 8a 5. Interest income Form 1040, line 9a 6a. Ordinary dividends Form 1040, line 9b 6b. Qualified dividends Schedule E, line 4 7. Royalties Schedule D, line 5 8. Net short-term capital gain (loss) Schedule D, line 12 9a. Net long-term capital gain (loss) 28% Rate Gain Worksheet, line 4 9b. Collectibles (28%) gain (loss) (Schedule D instructions) See the Partner's Instructions 9c. Unrecaptured section 1250 gain See the Partner's Instructions 10. Net section 1231 gain (loss) 11. Other income (loss) Code See the Partner's Instructions A Other portfolio income (loss) See the Partner's Instructions B Involuntary conversions Form 6781, line 1 C Sec. 1256 contracts & straddles Mining exploration costs recapture D See Pub. 535 Cancellation of debt Form 1040, line 21 or Form 982 E F Other income (loss) See the Partner's Instructions 12. Section 179 deduction See the Partner's Instructions 13. Other deductions A Cash contributions (50%) B Cash contributions (30%) C Noncash contributions (50%) D Noncash contributions (30%) See the Partner's E Capital gain property to a 50% Instructions organization (30%) F Capital gain property (20%) G Contributions (100%) H Investment interest expense Form 4952, line 1 I Deductions—royalty income Schedule E, line 19 J Section 59(e)(2) expenditures See the Partner's Instructions K Deductions—portfolio (2% floor) Schedule A, line 23 L Deductions—portfolio (other) Schedule A, line 28 M Amounts paid for medical insurance Schedule A, line 1 or Form 1040, line 29 N Educational assistance benefits See the Partner's Instructions O Dependent care benefits Form 2441, line 12 P Preproductive period expenses See the Partner's Instructions O Commercial revitalization deduction See Form 8582 instructions from rental real estate activities R Pensions and IRAs See the Partner's Instructions S Reforestation expense deduction See the Partner's Instructions T Domestic production activities See Form 8903 instructions information U Qualified production activities income Form 8903, line 7b ✓ Employer's Form W-2 wages Form 8903, line 17 W Other deductions See the Partner's Instructions 14. Self-employment earnings (loss) Note. If you have a section 179 deduction or any partner-level deductions, see the Partner's Instructions before completing Schedule SE. A Net earnings (loss) from Schedule SE, Section A or B self-employment B Gross farming or fishing income C Gross non-farm income 15. Credits A Low-income housing credit (section 42(j)(5)) from pre-2008 buildings B Low-income housing credit (other) from pre-2008 buildings C Low-income housing credit (section 426)(5)) from post-2007 buildings ▪ Low-income housing credit (other) from post-2007 buildings E Qualified rehabilitation expenditures (rental real estate) F Other rental real estate credits G Other rental credits H Undistributed capital gains credit I Biofuel producer credit J Work opportunity credit K Disabled access credit See the Partner's Instructions See the Partner's Instructions See the Partner's Instructions Form 1040, line 71; check box a I See the Partner's Instructions Report on Code L Empowerment zone employment credit M Credit for increasing research activities See the Partner's Instructions N Credit for employer social security and Medicare taxes O Backup withholding P Other credits 16. Foreign transactions A Name of country or U.S. possession Form 1116, Part I B Gross income from all sources C Gross income sourced at partner level Foreign gross income sourced at partnership level D Passive category E General category Form 1116, Part I F Other Deductions allocated and apportioned at partner level Form 1116, Part I G Interest expense Form 1116, Part I H Other Deductions allocated and apportioned at partnership level to foreign source income I Passive category } Form 1116, Part I J General category K Other Other inforrnation Form 1116, Part II L Total foreign taxes paid Form 1116, Part II M Total foreign taxes accrued N Reduction in taxes available for credit Form 1116, line 12 Form 8.873 O Foreign trading gross receipts Form 8873 P Extraterritorial income exclusion See the Partner's Instructions O Other foreign transactions 17. Alternative minimum tax (AMT) items A Post-1986 depreciation adjustment See the Partner's B Adjusted gain or loss Instructions and C Depletion (other than oil & gas) D Oil, gas, & geothermal—gross income the Instructions for E Oil, gas, & geothermal—deductions Form 6251 F Other AMT items 18. Tax-exempt income and nondeductible expenses Form 1040, line 8b A Tax-exempt interest income See the Partner's Instructions B Other tax-exempt income C Nondeductible expenses See the Partner's Instructions 19. Distributions A Cash and marketable securities B Distribution subject to section 737 I See the Partner's Instructions C Other property 20. Other information Form 4952, line 4a A Investment income B Investment expenses Form 4952. line 5 C Fuel tax credit information Form 4136 D Qualified rehabilitation expenditures See the Partner's Instructions (other than rental real estate) E Basis of energy property See the Partner's Instructions Form 8611, line 8 F Recapture of low-income housing credit (section 42(j)(5)) G Recapture of low-income housing Form 8611, line 8 credit (other) H Recapture of investment credit See Form 4255 I Recapture of other credits See the Partner's Instructions J Look-back interest—completed See Form 8697 long-term contracts K Look-back interest—income forecast See Form 8866 method L Dispositions of property with section 179 deductions M Recapture of section 179 deduction N Interest expense for corporate partners O Section 453(1)(3) information P Section 453A(c) information O Section 1260(b) information R Interest allocable to production See the Partner's expenditures Instructions S CCF nonqualified withdrawals T Depletion information—oil and gas U Amortization of reforestation costs ✓ Unrelated business taxable income W Precontribution gain (loss) X Section 108(i) information Y Net investment income 7 Other information SA5DFO3G 2 9131 0010 EN RP 06 03062014 NNNNNN 01 024771 0104 ENERGY TRANSFER PARTNERS, L. P. (NYSE:ETP) FEIN Type of Activity PTP Pass-through Energy Transfer Partners, L.P. 73-1493906 trade/business x x Amerigas Partners, L.P. 23-2787918 trade/business x x Sunoco Logistics Partners L.P. 23-3096839 trade/business x x Schedule of Separate Passive Activites 1 2 3 ETP: APU: SXL: SUPPLEMENTAL K-1 INFORMATION STATEMENT FOR TAX YEAR 2013 Disposed The passive activity loss limitations provide that individuals and some other types of investors that do not meet certain business participation thresholds may only deduct losses from these activities to the extent of the taxpayer's income from such activities. One of the unique tax issues related to investments in PTPs provides that the passive activity loss limitations are generally applied separately with respect to each PTP that is owned by the taxpayer. However, the application of the passive loss limitations to tiered PTPs is not entirely clear, so you should consult your personal tax advisor as to whether you are subject to the passive loss limitations, and if so, how the information presented below should be reported in your federal and state income tax returns. Absent material participation in the operations of Energy Transfer Partners, L.P. or another exception, the partnership expects that all of the items of income, gain, loss and deduction reported to you on this Schedule K-1 would be considered net investment income for purposes of IRC Section 1411 and potentially subject to a 3.8% surtax. This schedule identifies your direct and indirect share of ETP's, APU's and SXL's income or loss that is allocable to each PTP's separate business activities. Current year losses generated by each PTP that are not deductible due to the passive loss limitations may either be (i) deducted in future tax reporting periods to offset passive income generated by the same PTP, or (ii) deducted in full in the tax year that you dispose of your entire investment in the Partnership in a fully taxable transaction with an unrelated party. ETP 1 Separate PTP Ordinary Business Income (Loss) 5 Interest income 6a Ordinary dividends 6b Qualified dividends 9a Net long-term capital gain (loss) 10 Net Section 1231 Gain (Loss) 13 Other deductions A Charitable Contributions H Investment Interest Expense T1 Domestic production gross receipts (DPGR) (from oil and gas activities) T2 Cost of goods sold allocable to DPGR (from oil and gas activities) T3 Total deductions, expenses, and losses directly allocable to DPGR (from oil and gas activities) T4 Other deductions, expenses, and losses not directly allocable to DPGR (from oil and gas activities) T5 DPGR Employers W-2 wages 17A Post - 1986 depreciation adjustment 17B Adjusted Gain or Loss 18C Nondeductible expenses 19A Cash and marketable securities 20 Other Information A Investment income V Total unrelated business taxable income included on Schedule K-1, page 1 Zi UBTI included on Schedule K-1, line 1 Z2 UBTI from debt financed dividend and interest income included on Schedule K-1, page 1 Z3 Depreciation Adjustment for Non-Conforming States Z4 Section 1231 Gain (Loss) Adjustment for Non-Conforming States Z5 AMT Depreciation Adjustment for Non-Conforming States Z6 Entity Level State Income Tax Included in Box 1 Z7 Nontaxable Adjustment to Capital Account Z8 E&P adjustment due to depreciation and asset sales Z9 Gross Receipts SA6DFOGZ 3 2 1 APU SXL -3,556 903 1,149 1,149 0 238 2,017 17 0 0 105 1 86 86 1,982 22 0 2 276 2,425 5,162 246 4,099 68 -93 0 0 0 0 0 0 0 0 -56 29 23 0 14 7,890 0 0 1 2,052 -2,926 -3,556 630 -683 1,999 2,017 2,017 87 105 105 0 0 0 0 0 0 0 0 0 25,503 1,604 0 792 40 0 3 0 0 0 0 0 0 0 0 253 0 89 0 0 0 22,054 9131 0010 EN RP 06 03062014 NNNNNN 01 024(11 0104 TRANSACTION SCHEDULE ENERGY TRANSFER PARTNERS, L.P. (NYSE:ETP) PARTNER NAME: ACCOUNT NUMBER: PARTNER FEDERAL ID/ENTITY: gillIONVINDIVIDUAL CUSTODIAN FEDERAL ID: 73-1493906 PARTNERSHIP FEDERAL ID: NOTE: THIS TRANSACTION SCHEDULE IS NOT PROOF OF OWNERSHIP IN ENERGY TRANSFER PARTNERS, L.P. This important document contains your ownership of ETP units during 2013 including units bought or sold by date and number of units as reported to the Partnership by your broker or the Partnership's transfer agent. TRANSACTION AC AC AC DESCRIPTION BUY BUY BUY DATE 06-30-2009 06-30-2009 06-30-2009 BROKER OR CERTIFICATE NUMBER 141 141 141 UNITS 1,700.0000 300.0000 200.0000 2,200.0000 END OF YEAR UNITS SEE TAX INSTRUCTIONS FOR ADDITIONAL INFORMATION ACKNOWLEDGEMENT FOR CORRECTIONS ONLY The information reported on this schedule, as corrected, accurately and completely presents my ownership history through 12/31/13. Signature Daytime Phone Fax Number Date SA6DFOHO 9131 0010 EN RP 06 03062014 NNNNNN 01 024771 0104 2013 STATE INFORMATION ENERGY TRANSFER PARTNERS, L.P. (NYSE:ETP) ETP Stand-Alone State Activity Report PARTNER NAME: ACCOUNT NUMBER: PARTNER FEDERAL ID/ENTITY: 411111111101.11NDIVIDUAL CUSTODIAN FEDERAL ID: PARTNERSHIP FEDERAL ID: 73-1493906 Since the Partnership has operations in multiple states, you may be required to file an income tax return in those states. This schedule identifies your share of reportable state income or loss items for states where the Partnership conducts business that may impose an income tax. In most cases, these items are required to be reported separately in your state income tax returns. Please refer to the 2013 K-1 Instructions attached under the heading "State Information Schedule" for additional general state income tax reporting guidance. The Partnership has elected federal bonus depreciation for the 2013 tax year and/or in prior tax years. Certain states allow federal bonus depreciation in all situations for purposes of calculating state taxable income (the "conforming" states) while other states disallow or restrict the amount of federal bonus depreciation allowed for purposes of calculating state taxable income (the "non-conforming" states). For the 2013 tax year, on the State Income Tax Contact Chart, the Partnership has identified, with an asterisk (1, the nonconforming states. If you received an allocation of income/loss in column 1 and/or an allocation of Section 1231 gain/loss in column 6 from a non-conforming state, potential bonus depreciation adjustments for that non-conforming state have been reflected in columns 2 and 7, respectively. However, non-conforming states may treat certain categories of partners (e.g. individuals, partnerships, corporations) differently. Please review the rules of each state or consult your tax advisor to determine whether or not the bonus depreciation adjustments in columns 2 and 7 apply to your particular situation. If a bonus depreciation adjustment applies to your situation, the amounts in columns 2 and 7 should be added to the amounts in column 1 and 6, respectively, to arrive at the amount of ordinary income/loss and net section 1231 gain/loss that is reportable in each non-conforming state. If you are subject to the passive activity loss rules, you should consult your personal tax advisor as to how the state information included in this schedule should be reported in your state income tax returns. Also note that you may or may not be required to file income tax returns for all states listed in this schedule due to state requirements and/or limited activity in the state. We recommend that you consult your personal tax advisor on this matter. ETP is not in a position to provide any further guidance as to the applicability of state income tax filings beyond that which is provided herein. State Information (Due to rounding and other Federal and State differences, totals may not agree to Federal totals) (1) STATE AL AR AZ CA CO FL GA IA IL IN KS KY LA MA MD MI MN MO MS MT NC ND NE NJ NM NY OH OK PA SC TN UT VA WV SEPARATE ORDINARY INCOME / LOSS (-) FROM THIS ACTIVITY (2) POTENTIAL BONUS DEPRECIATION ADJUSTMENT TO COLUMN 1 -1 -35 -55 -6 -6 -7 -1 -1 -10 -74 -17 -5 -178 -3 -29 -23 -26 -2 -5 -1 -4 -8 0 -39 -88 -5 -15 -212 -108 -1 -2 0 -38 -8 0 -7 -11 -1 0 -1 0 0 -2 -14 6 -1 0 -1 -6 -4 -5 0 -1 0 -1 0 0 -8 0 -1 -3 0 -21 0 0 0 -7 0 (4) (5) (6) INTEREST INCOME DIVIDEND INCOME NET LONG TERM CAPITAL GAIN/LOSS(-) 0 9 14 2 2 2 0 0 3 19 4 1 45 1 7 6 7 0 1 0 1 2 0 10 22 1 4 54 27 0 1 0 10 2 0 11 18 2 2 2 0 0 3 24 6 2 58 1 9 7 8 1 2 0 1 3 0 13 29 2 5 69 35 0 1 0 12 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (3) (8) (9) (10) NET SECTION 1231 GA1WLOSS(-) (7) POTENTIAL SECTION 1231 GAIN/LOSS ADJUSTMENT TO COLUMN 6 INVESTMENT INTEREST EXPENSE GROSS RECEIPTS ENTITY LEVEL STATE INCOME TAX 0 2 4 0 0 0 0 0 1 5 1 0 12 0 2 2 2 0 0 0 0 1 0 3 6 0 1 14 7 0 0 0 3 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3 4 0 0 1 0 0 1 6 1 0 14 0 2 2 2 0 0 0 0 1 0 3 7 0 1 16 8 0 0 0 3 1 10 254 397 46 45 50 7 9 72 533 123 36 1,278 21 209 166 185 14 38 4 26 58 3 281 633 33 106 1,521 775 8 18 2 273 55 0 0 1 0 0 0 0 0 0 1 0 0 2 0 0 0 0 0 0 0 0 0 0 0 1 0 0 2 1 0 0 0 0 0 $8 34 States DO NOT INCLUDE THIS SCHEDULE WITH YOUR FEDERAL OR STATE INCOME TAX RETURNS SEE TAX INSTRUCTIONS FOR ADDITIONAL INFORMATION SA6DFOH6 -NZ 9131 0010 EN RP 06 03062014 NNNNNN 01 024771 0104 2013 STATE INFORMATION PARTNERS, L.P. (NYSE:ETP) APU Stand-Alone State Activity Report ENERGY TRANSFER PARTNER NAME: MINIMINIIIIIMM111111 ACCOUNT NUMBER: PARTNER FEDERAL ID/ENTITY: 1.1111.0./INDIVIDUAL CUSTODIAN FEDERAL ID: 73-1493906 PARTNERSHIP FEDERAL ID: Since the Partnership has operations in multiple states, you may be required to tile an income tax return in those states. This schedule identifies your share of reportable state income or loss items for states where the Partnership conducts business that may impose an income tax. In most cases, these items are required to be reported separately in your state income tax returns. Please refer to the 2013 K-1 Instructions attached under the heading "State Information Schedule" for additional general state income tax reporting guidance. The Partnership has elected federal bonus depreciation for the 2013 tax year and/or in prior tax years. Certain states allow federal bonus depreciation in all situations for purposes of calculating state taxable income (the "conforming" states) while other states disallow or restrict the amount of federal bonus depreciation allowed for purposes of calculating state taxable income (the "non-conforming" states). For the 2013 tax year, on the State Income Tax Contact Chart, the Partnership has identified, with an asterisk (*), the nonconforming states. If you received an allocation of income/loss in column 1 and/or an allocation of Section 1231 gain/loss in column 6 from a non-conforming state, potential bonus depreciation adjustments for that non-conforming state have been reflected in columns 2 and 7, respectively. However, non-conforming states may treat certain categories of partners (e.g. individuals, partnerships, corporations) differently. Please review the rules of each state or consult your tax advisor to determine whether or not the bonus depreciation adjustments in columns 2 and 7 apply to your particular situation. If a bonus depreciation adjustment applies to your situation, the amounts in columns 2 and 7 should be added to the amounts in column 1 and 6, respectively, to arrive at the amount of ordinary income/loss and net section 1231 gain/loss that is reportable in each non-conforming state. If you are subject to the passive activity loss rules, you should consult your personal tax advisor as to how the state information included in this schedule should be reported in your state income tax returns. Also note that you may or may not be required to file income tax returns for all states listed in this schedule due to state requirements and/or limited activity in the state. We recommend that you consult your personal tax advisor on this matter. ETP is not in a position to provide any further guidance as to the applicability of state income tax filings beyond that which is provided herein. State Information (Due to rounding and other Federal and State differences, totals may not agree to Federal totals) STATE AL AR AZ CA CO CT DE FL GA HI IA ID IL IN KY LA MA MD ME MI MN MO MS MT NC ND NH NJ NM NY OH OK OR PA RI SC TN UT VA VT WI WV (1) SEPARATE ORDINARY INCOME / LOSS (-) FROM THIS ACTIVITY (2) POTENTIAL BONUS DEPRECIATION ADJUSTMENT TO COLUMN 1 (3) (4) (5) (6) INTEREST INCOME DIVIDEND INCOME NET LONG TERM CAPITAL GAIN/LOSS(-) NET SECTION 1231 GAIN/LOSS(-) (1) POTENTIAL SECTION 1231 GAIN/LOSS ADJUSTMENT TO COLUMN 6 31 34 52 225 52 15 8 146 50 11 9 26 49 34 28 16 22 22 7 93 23 48 8 33 108 1 52 35 28 47 73 11 18 170 2 36 66 22 92 28 20 11 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 0 0 1 0 0 1 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 30 33 51 221 51 14 0 0 1 2 1 0 0 0 0 0 0 0 2 1 0 0 0 1 0 0 0 0 0 0 1 0 1 0 0 1 0 1 0 0 1 1 0 0 2 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 8 144 50 11 9 26 48 33 28 15 21 22 7 91 22 47 8 33 106 1 51 34 27 47 11 10 17 167 2 35 65 22 91 28 20 11 0 0 (8) (9) (10) INVESTMENT INTEREST EXPENSE GROSS RECEIPTS ENTITY LEVEL STATE INCOME TAX 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 24 27 41 179 41 12 6 116 40 9 7 21 39 27 22 12 17 18 6 74 18 38 6 26 86 1 42 28 22 38 58 8 14 135 2 28 53 18 73 22 16 9 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 DO NOT INCLUDE THIS SCHEDULE WITH YOUR FEDERAL OR STATE INCOME TAX RETURNS SEE TAX INSTRUCTIONS FOR ADDITIONAL INFORMATION SA6DFOH7 9131 0010 EN RP 06 03062014 NNNNNN 01 024771 0104 2013 STATE INFORMATION ENERGY TRANSFER PARTNERS, L.P. (NYSE:ETP) SXL Stand-Alone State Activity Report 411110.1.1111■11110 PARTNER NAME: 1111111rnimmmeir ofanIMIF/INDIVIDUAL ACCOUNT NUMBER: PARTNER FEDERAL ID/ENTITY: CUSTODIAN FEDERAL ID: 73-1493906 PARTNERSHIP FEDERAL ID: Since the Partnership has operations in multiple states, you may be required to file an income tax return in those states. This schedule identifies your share of reportable state income or loss items for states where the Partnership conducts business that may impose an income tax. In most cases, these items are required to be reported separately in your state income tax returns. Please refer to the 2013 K-1 Instructions attached under the heading "State Information Schedule" for additional general state income tax reporting guidance. The Partnership has elected federal bonus depreciation for the 2013 tax year and/or in prior tax years. Certain states allow federal bonus depreciation in all situations for purposes of calculating state taxable income (the "conforming" states) while other states disallow or restrict the amount of federal bonus depreciation allowed for purposes of calculating state taxable income (the "non-conforming" states). For the 2013 tax year, on the State Income Tax Contact Chart, the Partnership has identified, with an asterisk (*), the nonconforming states. If you received an allocation of income/loss in column 1 and/or an allocation of Section 1231 gain/loss in column 6 from a non-conforming state, potential bonus depreciation adjustments for that non-conforming state have been reflected in columns 2 and 7, respectively. However, non-conforming states may treat certain categories of partners (e.g. individuals, partnerships, corporations) differently. Please review the rules of each state or consult your tax advisor to determine whether or not the bonus depreciation adjustments in columns 2 and 7 apply to your particular situation. If a bonus depreciation adjustment applies to your situation, the amounts in columns 2 and 7 should be added to the amounts in column 1 and 6, respectively, to arrive at the amount of ordinary income/loss and net section 1231 gain/loss that is reportable in each non-conforming state. If you are subject to the passive activity loss rules, you should consult your personal tax advisor as to how the state information included in this schedule should be reported in your state income tax returns. Also note that you may or may not be required to file income tax returns for all states listed in this schedule due to state requirements and/or limited activity in the state. We recommend that you consult your personal tax advisor on this matter. ETP is not in a position to provide any further guidance as to the applicability of state income tax filings beyond that which is provided herein. State Information (Due to rounding and other Federal and State differences, totals may not agree to Federal totals) (1) STATE AL AR AZ CA CO FL GA IA IL IN KS KY LA MA MD MI MN MO MS MT NC ND NE NJ NM NY OH OK PA SC TN UT VA WV SEPARATE ORDINARY INCOME / LOSS (-) FROM THIS ACTIVITY (2) POTENTIAL BONUS DEPRECIATION ADJUSTMENT TO COLUMN 1 0 1 2 0 0 0 0 0 0 2 1 0 5 0 1 1 1 0 0 0 0 0 0 1 3 0 0 6 3 0 0 0 1 0 0 3 4 0 0 0 0 0 1 5 0 0 0 0 2 2 2 0 0 0 0 0 0 3 0 0 1 0 8 0 0 0 3 0 (8) (9) (10) NET SECTION 1231 GAIN/LOSS(-) (7) POTENTIAL SECTION 1231 GAIN/LOSS ADJUSTMENT TO COLUMN 6 INVESTMENT INTEREST EXPENSE GROSS RECEIPTS ENTITY LEVEL STATE INCOME TAX 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 9 220 343 40 39 43 6 7 62 461 106 31 1,105 19 181 144 160 12 33 4 22 51 3 243 547 29 92 1,315 670 7 15 1 236 48 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (4) (5) (6) INTEREST INCOME DIVIDEND INCOME NET LONG TERM CAPITAL GAIN/LOSS(-) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 2 0 0 4 0 1 1 1 0 0 0 0 0 0 1 2 0 0 5 3 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (3) — DO NOT INCLUDE THIS SCHEDULE WITH YOUR FEDERAL OR STATE INCOME TAX RETURNS SEE TAX INSTRUCTIONS FOR ADDITIONAL INFORMATION SA6DFOH8 Example 3: EPD ENTERPRISE' ENTERPRISE PRODUCTS PARTNERS L. P. (NYSE:EPD) Tax Package Support PO Box 799060 Dallas, Texas 75379-9060 Phone: 1-800-599-9985 Fax: 1-866-554-3842 www.taxpackagesupport.com/enterprise 2.11111111111116 TUCSON AZ 85739-3020 111IIIIIII11111I 1111 Dear EPD Unitholder, Attached please find your EPD tax package for the year ended December 31, 2013. The information contained in this package is being provided to you because the Partnership has been notified either by your broker or the Partnership transfer agent that you were an owner of Partnership units during the 2013 tax year. Accordingly, if the information provided by your broker or the transfer agent is incorrect, the information being reported to you and the Internal Revenue Service (IRS) will be incorrect. To that end, it is important that you carefully review the information contained in this package and, in particular, the Transactions Schedule (explained below) to ensure it is consistent with the information sent to you by your broker or transfer agent during 2013. The information contained in this package is more voluminous than what, you generally receive from your traditional equity investments in corporations. This is largely attributable to the more tax-favorable structure of EPD as a publicly traded partnership (PTP) under U.S. tax law. As a PTP, the Partnership generally does not pay taxes like a corporation, thereby allowing more cash to be distributed to its unitholders. Such favorable tax treatment creates some additional tax complexity compared with traditional investments in a corporation. For example, the Form 1099 issued by corporations only reports interest and dividends. Partnerships, however, are additionally required to separately report many different items of income, gain, loss, deduction, and credit on a Schedule K-1. Careful attention to the information contained herein and, if needed, the assistance of a tax advisor, should allow you to properly report this information on your tax return. Be advised that this information is also provided on EPD's website, which may be accessed at www.enterpriseproducts.com and clicking K-1 Information, then www.taxpackagesupport.com/enterprise, which takes you to the Partnership's Tax Reporting Package logon screen. For online access to your K-1 information - if you haven't already done so - you must register as a Tax Package Support user at this site. During registration you will provide your name, a valid email address and a password. Once your registration is activated via a confirmation email, you can provide the name and Tax ID for the account(s) you wish to access. The website allows you to transfer information to IRS tax forms or to download a file, which can be imported into Turbo Tax software. The following documents are being provided in this package: 1. Schedule K-1, including a page for K-1 Supplemental Information: The Schedule K-1, provides your share of the Partnership's 2013 income, deductions, credits, and related items. The K-1 Supplemental Information Statement provides the box number the code, the description, and the dollar amount for those items in each of the applicable boxes on the Schedule K-1 with an asterisk or STMT. The Partnership has made a Code Section 754 election to adjust the basis of partnership property when property is distributed or when a partnership interest is transferred (under Code Section 743(b)). Under the current federal tax code, the partnership is allowed to take "bonus depreciation" on assets meeting certain criteria. Some states do not follow the federal tax code with regard to this provision. The information concerning your share of bonus depreciation is included on the K-1 Supplemental Information Statement for Tax Year 2013 - item 20Z3 - so that you may make the necessary adjustments, if applicable, to comply with the law ih effect in your resident filing state. For tax years beginning after 2012, new Internal Revenue Code (TIC) Section 1411 imposes a 3.8% surtax on certain passive investment income of individuals and of trusts and estates. Your share of income reported on your Schedule K-1 and, if applicable, any gain or loss on the sale of EPD units may be subject to this surtax. See Form 8960 for further details. EPD encourages you to consult your personal tax advisor concerning the impact of Section 1411 to you. 2. State Information: Since the Partnership has operations in more than 35 states, you may be required to file an income tax return with certain of those states. In some states, the Partnership is subject to and pays state taxes levied on an entity level basis as opposed to a partner level basis. In such states, taxes payable by, the Partnership are treated as state income taxes for federal income tax purposes. Column 7 of the State Information sheet represents your share of state taxes treated as state income taxes for federal income tax purposes. You may need this information to complete your state income tax return for those states where a deduction is allowed since the state tax expense is not included in column 1 of the State Information sheet. This State Information is not a tax return document. 3. Transactions Schedule and (if applicable) Sales Worksheet: These two important documents contain your history of EPD units bought or sold by date and number of units as reported to the Partnership by your broker or the Partnership's transfer agent. (Note, however, that the Transactions Schedule is not proof of ownership in EPD.) If applicable, the 2013 Sales Worksheet is provided to calculate your gain or loss from the disposition of Partnership units during the 2013 year. Note: If you did not dispose of any EPD units during 2013 you will not receive a Sales Worksheet. If you disposed of any EPD units during 2013 you will receive two Sales Worksheets - one for your federal return and for many state returns, and one for your state return SAADG027 9127 0010 0 RP 16 02162014 YNNNNN 01 013679 0075 ENTERPRISE' ENTERPRISE PRODUCTS PARTNERS L. P. (NYSE:EPD) if you reside in one of the states that does not allow onus depreciation. If you reside in such a state, use Sales Worksheet 2 to compute the gain or loss on the disposition of your EPD units to be reported to your resident filing state. The 2013 Sales Worksheet(s) provides specific instructions to calculate your ordinary and capital gain or loss. Close attention should be paid to these instructions. In addition, if you sold EPD units during the 2013 tax year, you will need to file a Code Section 751 Statement; an example is provided in the lndividuaized li Income Tax Reporting Instructions. 4. Individualized Income Tax Reporting Instructions: T is document provides information to assist you in reporting the amounts shown on your Schedule K-1 onto the appropriate IRS tax forms. 5. 2013 Partner's Instructions for Schedule K-1 (Form 1065) Please carefully review the information on your Transactions Schedule. If the information is inaccurate, please contact us as instructed below. We will issue a revised Schedule K-1, Transactions Schedule, State Information Sheet, and (if applicable), Sales Worksheet, as soon as possible. We urge you to read the Tax Instructions carefully prior to preparing your federal or state tax returns. Note: If you have a net passive loss - i.e., the sum of Lines 1, 10 and 11F of your K-1 is negatie - generally, you should not report that loss on your federal or state tax returns unless you disposed of ALL your interest in EPD prior to January 1, 2014 in a fully taxable transaction. If you are a foreign person, you may have received IRS For1042-S, ni Foreign Persons U.S. Source Income Subject to Withholding. Please follow the instructions for that form. The enclosed Partner instructions are provided for your gener I information, and are not intended to be, nor should they be construed as, tax advice. The tax information discussed in this package a d reflected on the schedules provided to you is based on existing federal and state laws and regulations as interpreted by the General artner. Before undertaking any tax filing, we suggest that you refer to the appropriate federal and state income tax laws or consult your personal tax advisor. Any corrections to this information or any other information reflected in this package must be submitted to the Partnership by May 15, 2014. In any one of the following ways: 1. Mail to Enterprise Products Partners, LP, Attention: Tax Package Support, P.O. Box 799060, Dallas, TX 75379-9060; 2. Call Tax Package Support at 1-800-599-9985, or by fax at 1-866-554-3842; or 3. Submit corrections online through the Partnership's web re at www.enterpriseproducts.com. At this site, click K-1 Information, then www.taxpackagesupport.com/enterprise, which take you to the Partnership's Tax Reporting Package logon screen. See the comments above related to account registration at this site. The website allows you to transfer information to IRS tax forms or to download a file, which can be imported into Turbo Tax software. There you will be able to view your 2013 tax schedules, request changes to incorrect information, print your tax package tnd print blank IRS forms. At this site you can also register for electronic K-1 delivery, if you haven't already done so. Failure to submit corrections by May 15, 2014 may require you to file in your federal income tax return IRS Form 8082 - "Notice of Inconsistent Treatment or Administrative Adjustment". Thank you for your investment in EPD. Sincerely, Enterprise Products Partners, LP IMPORTANT NOTICE: The information in the enclosed tax package is •rovided by the Partnership to assist you in preparing your personal tax return. The information reflects the application of various assumptions and conventio s, as disclosed by the Partnership in various SEC filings and other offering documents. It is anticipated that the Partnership may provide disclosure of certain of the e assumptions and conventions in the preparation of the Partnership return as warranted by the IRS and/or other taxing authorities. We suggest that your refer t• the appropriate federal and state income tax laws, instructions, SEC filings and other offering documents, and that you consult your tax advisor with any quest ons. You should discuss with your tax advisor whether the treatment of any items in the enclosed tax package may subject you and/or your tax advisor to a pena ty by a taxing authority and the need to adequately disclose any items in order to avoid such penalty. SAADG028 9127 0010 0 RP 16 02162014 YNNNNN 01 013679 0075 2013 TRANSACTIONS SCHEDULE ENTERPRISE' ENTERPRISE PRODUCTS PARTNERS L. P. (NYSE:EPD) PARTNER NAME: 1111111.11.111111MIP ACCOUNT NUMBER: 111111111111111111. PARTNER FEDERAL ID/ENTITY: dajaMEINDIVIDUAL CUSTODIAN FEDERAL ID: 76-0568219 PARTNERSHIP FEDERAL ID: NOTE: THIS TRANSACTIONS SCHEDULE IS NOT PROOF OF OWNERSHIP IN ENTERPRISE PRODUCTS PARTNERS L.P. TRANSACTION AC AC AC AC AC AC AC DESCRIPTION BUY BUY BUY BUY BUY BUY BUY DATE 09-17-2004 11-22-2004 01-05-2005 02-09-2007 02-09-2007 04-18-2007 04-18-2007 BROKER OR CERTIrCATE NUMBER 201 201 201 201 201 201 201 END OF YEAR UNITS UNITS 1,500.0000 1,000.0000 1,000.0000 909.0000 101.0000 404.0000 101.0000 5,015.0000 DO NOT INCLUDE THIS SCHEDULE WITH YOUR FEDERAL OR STATE INCOME TAX RETURNS ACKNOWLEDGEMENT FOR CORRECTIONS ONLY The information reported on this schedule, as corrected, accurately and completely presents my transaction history through 12/31/13. Signature Daytime Phone Date SAADG029 9127 0010 0 RP 16 02162014 YNNNNN 01 013679 0075 651113 Schedule K-1 (Form 1065) 2013 Department of the Treasury Internal Revenue Service 1 For calendar year 2013, or tax year beginning Partner's Share of Income, Deductions, ► See back of form and separate instructions. Credits, etc. A ' Infft *IQ HAPRIAtWOR 15 Credits 16 Foreign transactions 17 Alternative minimum tax (AMT) items -317 2 Net rental real estate income (loss) 3 Other net rental income (loss) 4 Guaranteed payments 5 Interest income Partnership's employer identification number 76-0568219 B Ordinary business income (loss) , 2013 , 20 ending Part I OMB No. 1545-0099 0 Amended K-1 0 Final K-1 4 Partnership's name, address, city, state, and ZIP code ENTERPRISE PRODUCTS PARTNERS L.P. PO BOX 4018 HOUSTON, TX 77210-4018 6a Ordinary dividends 6b Qualified dividends 0 0 C Royalties 8 Net short-term capital gain (loss) 9a Net long-term capital gain (loss) IRS Center where partnership filed return Ogden, UT D 7 la Check if this is a publicly traded partnership (PTP) Part II AtifotbfatiokAtiolvoiemortow 0 E Partner's identifying number 9b Collectibles (28%) gain (loss) F Partner's name, address, city, state, and ZIP code 9c Unrecaptured section 1250 gain 10 Net section 1231 gain (loss) 5111111111111116. TUCSON AZ 85739 192 11 • General partner or LLC member-manager Ha Limited partner or other LLC member 12 If this partner is a retirement plan (IRA/SEP/Keogh/etc.), check here (see instructions) Loss 0.000556 % 0.000556 % 0.000556 % ❑ 0.000535 % 0.000535 % 0.000535 % 13 Other deductions Distributions A T* STMT 14 13,541 20 Other information A 4 V -317 X* 123 Z* STMT Self-employment earnings (loss) 132,176 Qualified nonrecourse financing $ *See attached statement for additional information. Recourse Partner's capital account analysis: $ Capital contributed during the year $ 0 Current year increase (decrease) . $ -135 (13,541) -3,650 Withdrawals & distributions Tax basis ❑ GAAP 0 Section 704(b) book 0 Other (explain) For IRS Use Only 10,026 Beginning capital account . . . Ending capital account . . M Section 179 deduction Partner's share of liabilities at year end: Nonrecourse L 0 Partner's share of profit, loss, and capital (see instructions): Beginning Ending Capital K F* 14 INDIVIDUAL What type of entity is this partner? Profit 18 i Tax-exempt income and nondeductible expenses 19 11 J 0 12 -901 C Other income (loss) C ❑ Foreign partner Domestic partner A Did the partner contribute property with a built-in gain or loss? No 1:1 Yes If "Yes," attach statement (see instructions) For Paperwork Reduction Act Notice, see Instructions for Form 1065. IRS.gov/form1065 Cat. No. 11394R Schedule K-1 (Form 1065) 2013 cegrIpri,= 9127 0010 0 RP 16 02162014 YNNNNN 01 013679 0075 Page Schedule K-1 (Form 1065) 2013 2 This list identifies the codes used on Schedule K-1 for all partners and provides summarized reporting information for partners who file Form 1040. For detailed reporting and filing information, see the separate Partners Instructions for Schedule K-1 and the instructions for your income tax return. 1. Ordinary business income (loss). Determine whether the income (loss) is passive or nonpassive and enter on your retum as follows. Report on See the Partner's Instructions Passive loss Schedule E, line 28, column (g) Passive income Schedule E, line 28, column (h) Nonpassive loss Schedule E, line 28, column (j) Nonpassive income 2. Net rental real estate income (loss) See the Partner's Instructions 3. Other net rental income (loss) Net income Net loss 4. Guaranteed payments 5. Interest income 6a. Ordinary dividends 6b. Qualified dividends 7. Royalties • 8. Net short-term capital gain (loss) 9a. Net long-term capital gain (loss) 9b. Collectibles (28%) gain (loss) 9c. Unrecaptured section 1250 gain 10. Net section 1231 gain (loss) 11. Other income (loss) Code A Other portfolio income (loss) B Involuntary conversions C Sec. 1256 contracts & straddles D Mining exploration costs recapture E Cancellation of debt F Other income (loss) 12. 13. Section 179 deduction Other deductions A Cash contributions (50%) B Cash contributions (30%) C Noncash contributions (50%) D Noncash contributions (30%) E Capital gain property to a 50% F G H I J K L M N O P Q R S T Schedule E, line 28, column (g) See the Partner's Instructions Schedule E, line 28, column 6) Form 1040, line 8a Form 1040, line 9a Form 1040, line 9b Schedule E, line 4 Schedule D, line 5 Schedule D, line 12 28% Rate Gain Worksheet, line 4 (Schedule D instructions) See the Partner's Instructions See the Partner's Instructions See the Partner's Instructions See the Partner's Instructions Form 6781, line 1 See Pub. 535 Form 1040, line 21 or Form 982 See the Partner's Instructions See the Partner's Instructions See the Partner's Instructions organization (30%) Capital gain property (20%) Contributions (100%) Form 4952, line 1 Investment interest expense Schedule E, line 19 Deductions—royalty income See the Partner's Instructions Section 59(e)(2) expenditures Schedule A, line 23 Deductions—portfolio (2% floor) Schedule A, line 28 Deductions—portfolio (other) Amounts paid for medical insurance Schedule A, line 1 or Form 1040, lin 29 See the Partner's Instructions Educational assistance benefits Form 2441, line 12 Dependent care benefits See the Partner's Instructions Preproductive period expenses Commercial revitalization deduction See Form 8582 instructions from rental real estate activities See the Partner's Instructions Pensions and IRAs See the Partner's Instructions Reforestation expense deduction See Form 8903 instructions Domestic production activities information Qualified production activities income Form 8903, line 7b Form 8903, line 17 Employer's Form W-2 wages See the Partner's Instructions Other deductions U V W 14. Setf-employment earnings (loss) Note. If you have a section 179 deduction or any partner-level deductions, see he Partner's Instructions before completing Schedule SE. Schedule SE, Section A or B A Net eamings (loss) from self-employment See the Partner's Instructions B Gross farming or fishing income See the Partner's Instructions C Gross non-farm income 15. Credits A Low-income housing credit B C D E F G H I J K (section 42(j)(5)) from pre-2008 buildings Low-income housing credit (other) from pre-2008 buildings Low-income housing credit (section 42(j)(5)) from post-2007 buildings Low-income housing credit (other) from post-2007 buildings Qualified rehabilitation expenditures (rental real estate) Other rental real estate credits Other rental credits Undistributed capital gains credit Biofuel producer credit Work opportunity credit Disabled access credit Code L Empowerment zone employment credit M Credit for increasing research activities N Credit for employer social security and Medicare taxes 0 Backup withholding P Other credits possession B Gross income from all sources C Gross income sourced at See the Partner's Instructions Form 1116, Part I partner level Foreign gross income sourced at partnership level D Passive category } Form 1116, Part I E General category F Other Deductions allocated and apportioned at partner level Form 1116, Part I G Interest expense Form 1116, Part I H Other Deductions allocated and apportioned at partnership level to foreign source income I Passive category } Form 1116, Part I J General category K Other Other information Form 1116, Part II L Total foreign taxes paid Form 1116, Part II M Total foreign taxes accrued N Reduction in taxes available for credit Form 1116, line 12 Form 8873 O Foreign trading gross receipts Form 8873 P Extraterritorial income exclusion See the Partner's Instructions Q Other foreign transactions 17. Alternative minimum tax (AMT) items A Post-1986 depreciation adjustment See the Partner's B Adjusted gain or loss Instructions and C Depletion (other than oil & gas) the Instructions for D Oil, gas, & geothermal—gross income E Oil, gas, & geothermal—deductions Form 6251 Other AMT items F 18. Tax-exempt income and nondeductible expenses Form 1040, line 8b A Tax-exempt interest income See the Partner's Instructions B Other tax-exempt income See the Partner's Instructions C Nondeductible expenses 19. Distributions A Cash and marketable securities B Distribution subject to section 737 } See the Partner's Instructions C Other property 20. Other information Form 4952, line 4a A Investment income Form 4952, line 5 B Investment expenses Form 4136 C Fuel tax credit information D Qualified rehabilitation expenditures See the Partner's Instructions E F G H I J K M N Form 1040, line 71; check box a See the Partner's Instructions 16. Foreign transactions A Name of country or U.S. L See the Partner's Instructions Report on 0 P Q R S T U V W X Y Z (other than rental real estate) Basis of energy property Recapture of low-income housing credit (section 42(j)(5)) Recapture of low-income housing credit (other) Recapture of investment credit Recapture of other credits Look-back interest—completed long-term contracts Look-back interest—income forecast method Dispositions of property with section 179 deductions Recapture of section 179 deduction Interest expense for corporate partners Section 453(1)(3) information Section 453A(c) information Section 1260(b) information Interest allocable to production expenditures CCF nonqualified withdrawals Depletion information—oil and gas Amortization of reforestation costs Unrelated business taxable income Precontribution gain (loss) Section 108(i) information Net investment income Other information See the Partner's Instructions Form 8611, line 8 Form 8611, line 8 See Form 4255 See the Partner's Instructions See Form 8697 See Form 8866 See the Partner's Instructions SA5DFO3G 9127 0010 0 RP 16 02162014 YNNNNN 01 013679 0075 2013 STATE INFORMATION ENTERPRISE' ENTERPRISE PRODUCTS PARTNERS L. R (NYSE:EPD) PARTNER NAME: PARTNER ACCOUNT NUMBER: /INDIVIDUAL PARTNER FEDERAL ID/ENTITY: CUSTODIAN FEDERAL ID: 76-0568219 PARTNERSHIP FEDERAL ID: State Tax Information: EPD has not attempted to determine for each unitholder whether resident or nonresident state tax returns should be filed. We recommend you consult your personal tax advisor on this matter. As stated elsewhere in this tax package, if you have a net passive loss, you should not report that loss - for federal or state tax purposes - unless you disposed of ALL your interest in EPD in 2013. State Information (Due to rounding and other Federal and State differences, totals may not agree to Federal totals) State AL AR AZ CA CO CT DE FL GA IA IL IN KS KY LA MA MD MN MO MS MT NC ND NE NH NM NY OH OK PA RI SC (1) Ordinary Business Income or Loss (-) and Other Income or Loss(-) (2) Portfolio Interest Income (3) Portfolio Dividend Income (4) Net Long - Term Capital Gain or Loss (-) (5) Net Section 1231 Gain or Loss (-) (6) Gross Receipts (7) State Income Tax • -1 -1 0 0 0 0 0 o o 0 0 o1 o1 o1 0 0 o 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o 0 o o1 1,330 1,204 307 987 2,056 5 3 132 403 455 1,232 1,431 2,718 47 34,825 5 57 274 744 1,633 594 509 2,129 207 8 8,877 1,160 809 19,885 256 109 41 894 83 8 114 8 -1 -2 0 0 0 0 0 -1 -1 -2 0 -28 0 0 0 -1 -1 0 0 -2 0 0 -7 -1 -1 -16 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 01 o1 0 o 0' 0 2 0 0 0 0 0 1 1 2 0 26 0 0 0 1 1 0 0 2 0 0 0 0 o 0: 0 I 0 i OF 0 0 0 I OF 15 0 0 0 0 0 o 1 0 0 o1 o1 0 0 0 UT VA VT WI -1 0 0 0 01 WV 0 0 0 o1 0 0 0 1 7 1 1 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 1 1 1 0 14 0 0 0 0 1 0 0 1 0 0 4 0 0 8 0 0 0 0 0 0 0 0 *State taxes treated as state income taxes for federal income tax purposes. DO NOT INCLUDE THIS SCHEDULE WITH YOUR FEDERAL OR STATE INCOME TAX RETURNS SAADGO2C 9127 0010 0 RP 16 02162014 YNNNNN 01 013679 0075 E 2013 SCHEDULE K-1 SUPPLEMENTAL INFORMATION STATEMENT ENTERPRISE' ENTERPRISE PRODUCTS PARTNERS L. P. (NYSE:EPD) PARTNER NAME: PARTNER ACCOUNT NUMBER: PARTNER FEDERAL ID/ENTITY: CUSTODIAN FEDERAL ID: PARTNERSHIP FEDERAL ID: 111111111111.1111111111111101 - 1011111fiRj/INDIVIDUAL 76-0568219 K-1 CODES DESCRIPTION 1 Other income (loss) 11F 1 1 Domestic production gross receipts (DPGR) 13T1 Cost of goods sold allocable to DPGR 13T2 Total deductions, expenses, and losses directly allocable to DPGR 13T3 Other deductions, expenses, and losses Not directly allocable to DPGR 13T4 1 Employer's W-2 wages 13T5 I Section 108(i) Information 20X3 Gross receipts for UBTI 20Z1 i Gross deductions for UBTI 20Z2 Bonus depreciation adjustment for most nonconforming states 20Z3 Nontaxable adjustment to capital account 20Z4 AMOUNT/SOURCE 0 97 17 56 19,596 0 123 258,348 258,663 5,078 0 NOTE: For item 20Y Net Investment Income please see the Individualized Income Tax Reporting Instructions for additional information on this item SA1 EG03E