8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 19, 2012

ENERGY TRANSFER PARTNERS, L.P.

(Exact name of Registrant as specified in its charter)

Delaware	1-11727	73-1493906
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3738 Oak Lawn Avenue

Dallas, Texas 75219

(Address of principal executive offices)

(214) 981-0700

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

This Current Report on Form 8-K is being filed by Energy Transfer Partners, L.P. ("ETP") to provide investors with updated unaudited pro forma condensed consolidated financial information in connection with (i) ETP's proposed acquisition of Sunoco, Inc. ("Sunoco") pursuant to a merger agreement dated as of April 29, 2012, as amended June 15, 2012, and (ii) Energy Transfer Equity, L.P.'s plans to drop down its interest in Southern Union Company ("Southern Union") into an ETP-controlled entity, which will also include assets to be acquired in the proposed merger between Sunoco and ETP.  The updated unaudited pro forma condensed consolidated financial information included in this Current Report on Form 8-K also reflects the pro forma impact from Sunoco's exit from its Northeast refining operations by contributing certain refining assets and various commercial contracts to a joint venture on September 8, 2012.

Exhibit 99.1 to this Current Report on Form 8-K presents the following unaudited pro forma condensed consolidated financial information of ETP and its subsidiaries, which has been prepared in accordance with Article 11 of Regulation S-X:

• Unaudited pro forma condensed consolidated balance sheet as of June 30, 2012;

• Unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2012;

• Unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2011; and

• Notes to unaudited pro forma condensed consolidated financial statements.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENERGY TRANSFER PARTNERS, L.P.
	By:	Energy Transfer Partners GP, L.P.,
		its general partner
	By:	Energy Transfer Partners, L.L.C.
		its general partner
Date: September 19, 2012	/s/ Martin Salinas, Jr.
	Martin Salinas, Jr.
	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements

EX-99.1

ENERGY TRANSFER PARTNERS, L.P.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma consolidated financial information of Energy Transfer Partners, L.P. (“ETP”) reflects the pro forma impacts of multiple transactions, each of which is described in the following sections. The Propane Transaction and Citrus Transaction (both of which terms are defined below) were completed in January 2012 and March 2012, respectively and both transactions are collectively referred to as the “Completed Transactions” throughout the unaudited pro forma financial information and accompanying notes. The Sunoco Transaction (as defined below) is expected to be completed in the fourth quarter of 2012, and the Holdco Transaction (as defined below) is expected to be completed concurrent with the Sunoco Transaction.

The unaudited pro forma condensed consolidated balance sheet gives effect to the Sunoco Transaction and Holdco Transaction as if they had occurred on June 30, 2012; the unaudited pro forma condensed consolidated statements of continuing operations assume that the Propane Transaction, Citrus Transaction, Sunoco Transaction and Holdco Transaction were consummated on January 1, 2011. The unaudited pro forma condensed balance sheet and condensed consolidated statements of continuing operations should be read in conjunction with (i) ETP's Annual Report on Form 10-K for the year ended December 31, 2011, (ii) ETP's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, (iii) Sunoco, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2011, (iv) Sunoco, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, (v) Sunoco Inc.'s Current Report on Form 8-K filed with the SEC on June 22, 2012, (vi) Sunoco, Inc.'s Current Report on Form 8-K filed with the SEC on September 13, 2012, (vii) Southern Union Company's Annual Report on Form 10-K for the year ended December 31, 2011 and (viii) Southern Union Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012.

The unaudited pro forma condensed consolidated financial statements are for illustrative purposes only and are not necessarily indicative of the financial results that would have occurred if the Propane Transaction, Citrus Transaction, Sunoco Transaction and/or Holdco Transaction had been consummated on the dates indicated, nor are they necessarily indicative of the financial position or results of operations in the future. The pro forma adjustments, as described in the accompanying notes, are based upon available information and certain assumptions that are believed to be reasonable as of the date of this document.

Propane Transaction

On January 12, 2012, ETP contributed its propane operations, consisting of Heritage Operating, L.P. ("HOLP") and Titan Energy Partners, L.P. ("Titan") (which we refer to collectively as the “Propane Business”) to AmeriGas Partners, L.P. (“AmeriGas”). ETP received approximately $1.46 billion in cash and approximately 29.6 million AmeriGas common units valued at $1.12 billion at the time of the contribution. AmeriGas also assumed approximately $71 million of existing HOLP debt. The cash proceeds were used to complete the redemption of $750 million of aggregate principal amount of ETP senior notes and to repay borrowings on ETP's revolving credit facility.

Citrus Transaction

On March 26, 2012, Energy Transfer Equity, L.P. ("ETE") consummated the acquisition of Southern Union Company ("Southern Union") and, concurrently with the closing of the Southern Union acquisition, CrossCountry Energy, LLC ("CrossCountry"), a subsidiary of Southern Union that indirectly owns a 50% interest in Citrus Corp., merged with a subsidiary of ETP and, in connection therewith, ETP paid $1.895 billion in cash and issued $105 million of ETP common units (which we refer to as the “Citrus Transaction”). ETP used cash proceeds from its January 2012 public offering of $2 billion of aggregate principal amount of senior notes to fund the cash portion of the purchase price of the Citrus Transaction. As a result of the consummation of the Citrus Transaction, ETP owns CrossCountry which in turn owns a 50% interest in Citrus Corp. The other 50% interest in Citrus Corp. is owned by Kinder Morgan, Inc. In conjunction with the Citrus Transaction, ETE agreed to relinquish its rights to approximately $220 million of incentive distributions from ETP that ETE would otherwise be entitled to receive over 16 consecutive quarters.

Sunoco Transaction

On April 30, 2012, ETP announced its entry into a definitive merger agreement whereby ETP will acquire Sunoco, Inc. ("Sunoco") in exchange for ETP common units and cash. Under the terms of the merger agreement, Sunoco shareholders may elect to receive, for each Sunoco common share, either $50.00 in cash, 1.0490 ETP common units or a combination of $25.00 in cash and 0.5245 of an ETP common unit. The cash and unit elections, however, will be subject to proration to ensure that the total amount of cash paid and the total number of ETP common units issued in the merger to Sunoco shareholders as a whole are equal to the total amount of cash and number of ETP common units that would have been paid and issued if all Sunoco shareholders received the standard mix of consideration. Upon closing, Sunoco shareholders are expected to own approximately 18% of ETP's outstanding limited partner interests. This transaction is expected to close in the fourth quarter of 2012, subject to approval of Sunoco's shareholders and customary regulatory approvals.

On September 8, 2012, Sunoco completed the exit from its Northeast refining operations by contributing the refining assets at its Philadelphia, Pennsylvania refinery and various commercial contracts to Philadelphia Energy Solutions (PES), a joint venture with The Carlyle Group, L.P. ("The Carlyle Group"). Sunoco also permanently idled the main refining processing units at its Marcus Hook, Pennsylvania refinery in June 2012. The Marcus Hook facility continued to support operations at the Philadelphia refinery prior to commencement of the PES joint venture. Under the terms of the joint venture agreement, The Carlyle Group contributed cash in exchange for a 67% controlling interest in PES. In exchange for contributing its Philadelphia refinery assets and various commercial contracts to the joint venture, Sunoco retained a 33% non-operating minority interest. For purposes of these pro forma financial statements, the Northeast refining operations are included in Sunoco's historical amounts, as such amounts have previously been reported by Sunoco, and pro forma adjustments have been included to eliminate the Northeast refining operations and to record the pro forma continuing impacts, including pro forma equity in earnings from the PES joint venture.

Holdco Transaction

On June 15, 2012, ETE and ETP entered into a transaction agreement pursuant to which, immediately following the closing of the Sunoco Transaction, (i) ETE will contribute its interest in Southern Union into an ETP-controlled entity in exchange for a 60% equity interest in the new entity, to be called ETP Holdco Corporation (“Holdco”) and (ii) ETP will contribute its interest in Sunoco to Holdco and will retain a 40% equity interest in Holdco. Prior to the contribution of Sunoco to Holdco, Sunoco will contribute its interests in Sunoco Logistics Partners L.P. to ETP in exchange for 50,706,000 Class F Units representing limited partner interests in ETP ("Class F Units") plus an additional number of Class F Units determined based upon the amount of cash contributed to ETP by Sunoco at the closing of the merger, as calculated in accordance with the merger agreement. The Class F Units will be entitled to 35% of the quarterly cash distribution generated by ETP and its subsidiaries other than Holdco, subject to a maximum cash distribution of $3.75 per Class F Unit per year. Pursuant to a stockholders agreement between ETE and ETP, ETP will control Holdco. Consequently, ETP expects to consolidate Holdco (including Sunoco and Southern Union) in its financial statements subsequent to consummation of the Holdco Transaction. Under the terms of the Holdco transaction agreement, ETE will relinquish an aggregate of $210 million of incentive distributions over 12 consecutive quarters following the closing of the Holdco transaction.

ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of June 30, 2012

(in millions)

	ETP Historical		Sunoco Historical		Sunoco Transaction Pro Forma Adjustments*				ETP Pro Forma for Sunoco Transaction		Southern Union Historical		Holdco Transaction Pro Forma Adjustments		ETP Pro Forma for Holdco Transaction
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	187	$	1,884	$	357		a	$	187	$	11	$	—	$	198
					(2,241		)	b
Accounts receivable, net of allowance for doubtful accounts	439		2,556		—				2,995		162		—		3,157
Accounts receivable from related companies	45		—		79			a	124		10		—		134
Inventories	230		462		(30		)	a	1,216		191		—		1,407
					554			c
Exchanges receivable	19		—		—				19		41		—		60
Price risk management assets	17		—		—				17		15		—		32
Other current assets	101		198		—				299		73		—		372
Total current assets	1,038		5,100		(1,281		)		4,857		503		—		5,360
PROPERTY, PLANT AND EQUIPMENT, net	12,594		3,547		(46		)	a	19,256		6,964		—		26,220
					3,161			c
ADVANCES TO AND INVESTMENTS IN AFFILIATES	3,259		96		64			a	3,419		126		—		3,545
LONG-TERM PRICE RISK MANAGEMENT ASSETS	39		—		—				39		—		—		39
GOODWILL	600		134		(19		)	a	3,713		2,030		—		5,743
					2,998			c
INTANGIBLE ASSETS, net	170		279		643			c	1,092		—		—		1,092
OTHER NON-CURRENT ASSETS, net	160		181		(34		)	a	307		274		—		581
Total assets	$	17,860	$	9,337	$	5,486			$	32,683	$	9,897	$	—	$	42,580

* Includes pro forma adjustments to reflect Sunoco's exit from its Northeast refining operations and formation of the PES joint venture, as well as pro forma adjustments related to ETP's acquisition of Sunoco. Pro forma impacts of these transactions are reflected separately within this column, as described in the notes that follow.

ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of June 30, 2012

(in millions)

	ETP Historical			Sunoco Historical			Sunoco Transaction Pro Forma Adjustments*				ETP Pro Forma for Sunoco Transaction			Southern Union Historical			Holdco Transaction Pro Forma Adjustments				ETP Pro Forma for Holdco Transaction
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	299		$	3,210		$	(940	)	a	$	2,569		$	108		$	—			$	2,677
Accounts payable to related companies	—			—			—				—			9			—				9
Exchanges payable	12			—			—				12			121			—				133
Price risk management liabilities	9			—			—				9			34			—				43
Accrued and other current liabilities	749			781			46			c	1,576			168			—				1,744
Current maturities of long-term debt	108			—			—				108			402			—				510
Total current liabilities	1,177			3,991			(894		)		4,274			842			—				5,116
LONG-TERM DEBT, less current maturities	9,043			2,548			377			b	12,192			3,112			—				15,304
							224			c
ACCUMULATED DEFERRED INCOME TAXES	142			283			521			a	2,098			1,695			—				3,793
							1,152			c
OTHER NON-CURRENT LIABILITIES	166			769			(8		)	a	927			358			—				1,285
COMMITMENTS AND CONTINGENCIES
EQUITY:
General Partner	186			—			—				186			—			—				186
Limited Partners	6,348			—			(2,618		)	b	8,676			—			—				8,676
							4,946			c
Accumulated other comprehensive income	(12		)	(200		)	200			c	(12		)	4			(4		)	d	(12		)
Shareholders' Equity	—			1,116			798			a	—			3,913			(3,913		)	d	—
							(1,914		)	c
Retained earnings	—			—			—				—			(27		)	27			d	—
Total partners’ capital	6,522			916			1,412				8,850			3,890			(3,890		)		8,850
Noncontrolling interest	810			830			2,702			c	4,342			—			3,890			d	8,232
Total equity	7,332			1,746			4,114				13,192			3,890			—				17,082
Total liabilities and equity	$	17,860		$	9,337		$	5,486			$	32,683		$	9,897		$	—			$	42,580

* Includes pro forma adjustments to reflect Sunoco's exit from its Northeast refining operations and formation of the PES joint venture, as well as pro forma adjustments related to ETP's acquisition of Sunoco. Pro forma impacts of these transactions are reflected separately within this column, as described in the notes that follow.

ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CONTINUING OPERATIONS

For the Six Months Ended June 30, 2012

(in millions, except per unit data)

	ETP Historical			Pro Forma Adjustments for Completed Transactions				ETP as Adjusted for Completed Transactions				Sunoco Historical			Sunoco Transaction Pro Forma Adjustments*				ETP Pro Forma for Sunoco Transaction				Southern Union Historical			Southern Union Pro Forma Adjustments				Holdco Transaction Pro Forma Adjustments				ETP Pro Forma for Holdco Transaction
REVENUES	$	2,546		$	(93	)	e	$	2,453			$	24,435		$	(9,224	)	k	$	17,664			$	1,146		$	—			$	—			$	18,810
COSTS AND EXPENSES:
Cost of products sold and operating expenses	1,698			(80		)	e	1,618				22,972			(8,456		)	k	16,134				825			(90		)	r	—				16,869
Depreciation and amortization	201			(4		)	e	197				112			(3		)	k	362				136			12			s	—				510
															56			l
Selling, general and administrative	104			(1		)	e	103				309			(45		)	k	357				45			—				—				402
															(10		)	m
Impairment charges and other	—			—				—				108			4			k	100				—			—				—				100
															(12		)	n
Total costs and expenses	2,003			(85		)		1,918				23,501			(8,466		)		16,953				1,006			(78		)		—				17,881
OPERATING INCOME	543			(8		)		535				934			(758		)		711				140			78				—				929
OTHER INCOME (EXPENSE):
Interest expense, net of interest capitalized	(271		)	(23		)	f	(294		)		(86		)	1			o	(379		)		(112		)	9			t	—				(482		)
Equity in earnings of affiliates	55			19			f	74				6			10			k	90				17			(15		)	u	—				92
Gain on deconsolidation of Propane Business	1,057			(1,057		)	g	—				—			—				—				—			—				—				—
Gains (losses) on disposal of assets	(1		)	2			e	1				104			7			k	112				—			—				—				112
Loss on extinguishment of debt	(115		)	115			h	—				—			—				—				—			—				—				—
Other, net	(4		)	—				(4		)		5			—				1				—			—				—				1
INCOME BEFORE INCOME TAX EXPENSE	1,264			(952		)		312				963			(740		)		535				45			72				—				652
Income tax expense	14			—				14				333			(285		)	k	35				22			31			v	(32		)	y	56
															(27		)	p
INCOME FROM CONTINUING OPERATIONS	1,250			(952		)		298				630			(428		)		500				23			41				32				596
LESS: INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NONCONTROLLING INTEREST	24			—				24				140			(10		)	q	154				—			2			w	35			z	191
INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO PARTNERS	1,226			(952		)		274				490			(418		)		346				23			39				(3		)		405
GENERAL PARTNER'S INTEREST IN INCOME FROM CONTINUING OPERATIONS	225			(12		)	i	213				—			13			q	226				—			1			x	—				227
LIMITED PARTNERS' INTEREST IN INCOME (LOSS)FROM CONTINUING OPERATIONS	$	1,001		$	(940	)	i	$	61			$	490		$	(431	)	q	$	120			$	23		$	38		x	$	(3	)	z	$	178
BASIC INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT	$	4.35						$	0.22		j								$	0.40		j												$	0.61		j
DILUTED INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT	$	4.33						$	0.22		j								$	0.40		j												$	0.60		j

* Includes pro forma adjustments to reflect Sunoco's exit from its Northeast refining operations and formation of the PES joint venture, as well as pro forma adjustments related to ETP's acquisition of Sunoco. Pro forma impacts of these transactions are reflected separately within this column, as described in the notes that follow.

ENERGY TRANSFER PARTNERS, L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CONTINUING OPERATIONS

For the Year Ended December 31, 2011

(in millions, except per unit data)

	ETP Historical			Pro Forma Adjustments for Completed Transactions				ETP as Adjusted for Completed Transactions				Sunoco Historical			Sunoco Transaction Pro Forma Adjustments*				ETP Pro Forma for Sunoco Transaction				Southern Union Historical			Southern Union Pro Forma Adjustments				Holdco Transaction Pro Forma Adjustments				ETP Pro Forma for Holdco Transaction
REVENUES	$	6,851		$	(1,427	)	e	$	5,424			$	45,328		$	(16,527	)	k	$	34,225			$	2,666		$	—			$	—			$	36,891
COSTS AND EXPENSES:
Cost of products sold and operating expenses	4,963			(1,174		)	e	3,789				44,119			(16,662		)	k	31,246				1,860			(16		)	r	—				33,090
Depreciation and amortization	431			(78		)	e	353				335			(150		)	k	651				238			51			s	—				940
															113			l
Selling, general and administrative	212			(47		)	e	165				598			(56		)	k	707				90			—				—				797
Impairment charges and other	—			—			e	—				2,629			(2,569		)	k	60				—			—				—				60
Total costs and expenses	5,606			(1,299		)		4,307				47,681			(19,324		)		32,664				2,188			35				—				34,887
OPERATING INCOME (LOSS)	1,245			(128		)		1,117				(2,353		)	2,797				1,561				478			(35		)		—				2,004
OTHER INCOME (EXPENSE):
Interest expense, net of interest capitalized	(474		)	(40		)	f	(514		)		(172		)	1			o	(685		)		(219		)	38			t	—				(866		)
Equity in earnings of affiliates	26			148			f	174				15			(65		)	k	124				99			(93		)	u	—				130
Gain (Losses) on disposal of assets	(3		)	3			e	—				13			(2		)	k	11				—			—				—				11
Losses on non-hedged interest rate derivatives	(77		)	—				(77		)		—			—				(77		)		—			—				—				(77		)
Impairment of investment in affiliates	(5		)	—				(5		)		—			—				(5		)		—			—				—				(5		)
Other, net	4			(1		)	e	3				31			—				34				1			—				—				35
INCOME BEFORE INCOME TAX EXPENSE(BENEFIT)	716			(18		)		698				(2,466		)	2,731				963				359			(90		)		—				1,232
Income tax expense (benefit)	19			(4		)	e	15				(1,063		)	1,150			k	74				104			(5		)	v	(61		)	y	112
															(28		)	p
INCOME (LOSS) FROM COTINUING OPERATIONS	697			(14		)		683				(1,403		)	1,609				889				255			(85		)		61				1,120
LESS: INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NONCONTROLLING INTEREST	28			—				28				175			(20		)	q	183				—			27			w	154			z	364
INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO PARTNERS	669			(14		)		655				(1,578		)	1,629				706				255			(112		)		(93		)		756
GENERAL PARTNER'S INTEREST IN INCOME FROM CONTINUING OPERATIONS	433			(55		)	i	378				—			38			q	416				—			2			x	(1		)	z	417
LIMITED PARTNERS' INTEREST IN INCOME (LOSS) FROM CONTINUING OPERATIONS	$	236		$	41		i	$	277			$	(1,578	)	$	1,591		q	$	290			$	255		$	(114	)	x	$	(92	)	z	$	339
BASIC INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT	$	1.10						$	1.28		j								$	1.09		j												$	1.28		j
DILUTED INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT	$	1.10						$	1.28		j								$	1.08		j												$	1.27		j

* Includes pro forma adjustments to reflect Sunoco's exit from its Northeast refining operations and formation of the PES joint venture, as well as pro forma adjustments related to ETP's acquisition of Sunoco. Pro forma impacts of these transactions are reflected separately within this column, as described in the notes that follow.

ENERGY TRANSFER PARTNERS, L.P.

NOTES TO UNAUDITED PRO FORMA INFORMATION

The unaudited pro forma condensed consolidated financial information presented above gives effect to multiple transactions. The unaudited pro forma condensed consolidated balance sheet gives effect to the Sunoco Transaction and the Holdco Transaction, both of which are expected to be consummated in the future, as if these transactions had been consummated on June 30, 2012. The unaudited pro forma condensed consolidated statements of continuing operations give effect to the Propane Transaction, Citrus Transaction, Sunoco Transaction and Holdco Transaction as if all of these transactions had been consummated on January 1, 2011. The Propane Transaction and Citrus Transaction were consummated during the six months ended June 30, 2012, and both transactions collectively are referred to as the “Completed Transactions” throughout the unaudited pro forma financial information and accompanying notes. The Completed Transactions are already reflected in ETP's historical consolidated balance sheet as of June 30, 2012; therefore, no pro forma balance sheet adjustments are necessary.

The unaudited pro forma condensed consolidated financial information reflected above includes separate adjustments for the Sunoco Transaction and the Holdco Transaction. These two transactions were entered into separately at different times. The consummation of the Sunoco Transaction is not contingent upon the consummation of the Holdco Transaction; therefore, the pro forma financial information reflects separately the impacts of (i) the expected consummation of the Sunoco Transaction only and (ii) the expected consummation of the Holdco Transaction concurrent with the Sunoco Transaction. ETP expects to control Holdco; therefore, Holdco has been consolidated by ETP for purposes of this pro forma financial information.

The Sunoco historical amounts included in the unaudited pro forma condensed consolidated statement of continuing operations for the year ended December 31, 2011 have been adjusted from the amounts originally reported by Sunoco to reflect Sunoco's completion of the spin-off of SunCoke Energy Inc. in January 2012. The Sunoco amounts included in the unaudited pro forma condensed consolidated statement of continuing operations for the six months ended June 30, 2012 and the year ended December 31, 2011 have also been adjusted from the amounts originally reported by Sunoco to reflect Sunoco's exit from its Northeast refining operations.

a. Represents the pro forma adjustments to reflect Sunoco's exit from its Northeast refining operations and formation of the PES joint venture to (i) reflect the cash proceeds of approximately $1.3 billion and notes receivable received by Sunoco in connection with the sale of the crude oil and refined product inventory of the Philadelphia refinery and the recognition of pretax inventory gains related to Sunoco's exit from its refinery operations in shareholders' equity, (ii) repay accounts payable of approximately $940 million to the Philadelphia refinery crude oil inventory with the cash proceeds, (iii) remove the refining assets contributed to the PES joint venture from Sunoco's consolidated balance sheet and reflect the 33% interest in the joint venture as an equity method investment and (iv) record deferred income tax expense associated with the inventory gains and the gain on the formation of the PES joint venture.

b. To reflect the use of Sunoco's cash on hand to partially fund the cash portion of the Sunoco Transaction consideration. The remainder of the cash portion of the purchase price is assumed to be funded with long-term debt.

c. To record the impacts of applying the purchase method of accounting to the Sunoco Transaction. These pro forma adjustments are based on management's preliminary estimates, which may change prior to the completion of the final valuation. The calculation of the estimated purchase price or the estimated fair values ultimately recorded for assets (including goodwill) and liabilities may differ materially from those reflected in the unaudited pro forma condensed consolidated balance sheet, and any such changes could cause our actual results to differ materially from those presented in the unaudited pro forma condensed consolidated statements of continuing operations. In addition, goodwill may also be impacted by changes in Sunoco's number of outstanding shares and changes in the trading price of ETP's common units, as such changes would impact the fair value of the total consideration to be paid. An increase or decrease of $1 in the trading price of ETP's common units would result in a corresponding increase or decrease in goodwill of approximately $60 million.

The following is a preliminary estimate of the purchase price for Sunoco:

Total Sunoco shares assumed to be paid in cash (in millions)	105
Cash conversion amount per Sunoco share	$	25.00
Assumed cash portion of purchase price (in millions)	$	2,618
Total Sunoco shares assumed to convert to ETP common units (in millions)	105
Sunoco share conversion rate	0.5245
ETP common units assumed to be issued (in millions)	55
ETP common unit closing price as of September 17, 2012	$	42.37
Assumed fair value of equity portion of purchase price (in millions)	2,328
Total consideration to be paid (in millions)	$	4,946

The following summarizes the assumed allocation of the purchase price among the assets acquired and liabilities assumed in the merger (in millions):

Total current assets	$	6,060
Property, plant and equipment	6,662
Goodwill	3,113
Intangible assets	922
Other assets	307
Total assets	17,064
Total current liabilities	3,097
Long-term debt	2,772
Deferred income taxes	1,956
Other non-current liabilities	761
Total Liabilities	8,586
Noncontrolling Interest	3,532
	12,118
Total consideration to be paid	$	4,946

d. To record pro forma adjustments related to the formation of Holdco. The noncontrolling interest represents ETE's 60% ownership share of Holdco.

e. To record the deconsolidation of ETP's propane operations in connection with the Propane Transaction.

f. To record the pro forma impacts from the consideration received in connection with the Propane Transaction, including (i) ETP's receipt of AmeriGas common units representing approximately 34% of the limited partner interests in AmeriGas and (ii) ETP's use of cash proceeds from the transaction to redeem long-term debt. The unaudited pro forma condensed consolidated statements of continuing operations include adjustments to reduce interest expense resulting from the repayment of (i) $402 million of outstanding borrowings on ETP's revolving credit facility based on the amount outstanding as of January 1, 2011 and (ii) the redemption of $750 million of aggregate principal amount of ETP's senior notes.

The unaudited pro forma condensed consolidated statements of continuing operations also include adjustments to equity in earnings of affiliates to reflect the net impact of (i) ETP's proportionate share of AmeriGas' income attributable to limited partners and (ii) amortization of the excess fair value associated with ETP's interest in AmeriGas. ETP's equity in earnings of AmeriGas reflected in its unaudited pro forma condensed consolidated statements of continuing operations for the year ended December 31, 2011 are based on ETP's pro forma share

of the earnings of AmeriGas for the twelve month period ended December 31, 2011 and the earnings of the Propane Business. For the six months ended June 30, 2012, a similar pro forma adjustment has been included for the period from January 1, 2012 to January 12, 2012 (the date of the completion of the Propane Transaction).

The adjustment to equity in earnings of affiliates also includes $15 million for the six months ended June 30, 2012 and $93 million for the year ended December 31, 2011, representing ETP's pro forma equity in earnings of Citrus Corp.

The pro forma adjustments to interest expense are based on ETP's actual weighted average rate of 5.85% from incremental debt of $1.895 billion in connection with the Citrus Transaction.

g. To eliminate the gain recognized by ETP in connection with the deconsolidation of the Propane Business. This gain is eliminated from the unaudited pro forma condensed consolidated statement of continuing operations because it would not have a continuing impact on ETP's results of operations.

h. To eliminate ETP's loss on extinguishment of debt recognized during the six months ended June 30, 2012. The loss on extinguishment of debt was recognized in connection with the redemption of $750 million of ETP's senior notes, as discussed above. The loss on extinguishment of debt is eliminated from the unaudited pro forma condensed consolidated statement of continuing operations because it would not have a continuing impact on ETP's results of operations.

i. To reflect changes in amounts attributable to general and limited partners based on (i) pro forma changes in earnings resulting from adjustments (d), (e) and (f) above, (ii) the change in relative ownership percentage between the general partner and limited partners resulting from the issuance of $105 million of ETP common units in connection with the Citrus Transaction, and (iii) the impact for the period presented of ETE's relinquishment of $13.75 million per quarter of incentive distributions in connection with the Citrus Transaction.

j. The pro forma basic and diluted average number of units outstanding used to calculate ETP's pro forma income (loss) per limited partner unit is calculated as follows:

	Basic Average Number of Units Outstanding				Diluted Average Number of Units Outstanding
	Six months ended June 30, 2012		Year ended December 31, 2011		Six months ended June 30, 2012		Year ended December 31, 2011
ETP historical	228,097,706		207,245,106		229,141,002		208,154,303
Effect of units issued in connection with the Citrus Transaction	1,056,950		2,249,092		1,056,950		2,249,092
ETP as adjusted for Completed Transactions	229,154,656		209,494,198		230,197,952		210,403,395
Effect of units issued in connection with the Sunoco Transaction	54,941,894		54,941,894		54,941,894		54,941,894
Effect of Holdco Transaction	(2,249,092	)	(2,249,092	)	(2,249,092	)	(2,249,092	)
ETP pro forma for Sunoco and Holdco Transactions	281,847,458		262,187,000		282,890,754		263,096,197

k. Represents the pro forma adjustments to reflect Sunoco's exit from its Northeast refining operations and formation of the PES joint venture to (i) eliminate the Northeast refining operations' historical amounts from Sunoco's statement of continuing operations including revenues of approximately $16.3 billion and $31 billion for the six months ended June 30, 2012 and for the year ended December 31, 2011, respectively, (ii) restore intercompany sales by Sunoco's Northeast refining operations to its retail marketing segment eliminated above of $7.1 billion and $14.5 billion for the six months ended June 30, 2012 and for the year ended December 31, 2011, respectively, and (iii) reflect equity income (loss) related to Sunoco's 33% interest in PES.

l. To record incremental depreciation and amortization expense related to estimated fair values recorded in purchase accounting. Depreciation expense is estimated based on a weighted average useful life of 28 years.

m. To eliminate merger-related costs incurred by ETP because such costs would not have a continuing impact on results of operations.

n. To eliminate merger-related costs incurred by Sunoco because such costs would not have a continuing impact on results of operations.

o. To record interest expense at an assumed rate of 6.25% from incremental debt assumed to be issued in connection with the Sunoco Transaction. This adjustment is net of amortization assumed to be recorded on the fair value debt adjustment, which amortization was estimated to be $25 million for the year ended December 31, 2011 and $12 million for the six months ended June 30, 2012.

p. To record pro forma income tax impacts resulting from assumed income recorded by Sunoco with respect to its ownership of ETP's Class F units, offset by the assumed reduction of Sunoco's income from the deconsolidation of Sunoco Logistics Partners L.P. Although the assumed change to Sunoco's income would not impact ETP's pro forma consolidated pre-tax income, a pro forma income tax adjustment is necessary due to the significantly different effective income tax rates of ETP and Sunoco.

q. To reflect changes in amounts attributable to general and limited partners and noncontrolling interest based on Sunoco pro forma merger adjustments to net income.

r. To eliminate merger-related costs incurred by Southern Union because such costs would not have a continuing impact on results of operations.

s. To record incremental depreciation and amortization expense related to estimated fair values recorded in purchase accounting. Depreciation expense is estimated based on a weighted average useful life of 24 years.

t. To adjust amortization included in interest expense to (i) reverse historical amortization of financing costs and fair value adjustments related to debt and (ii) record amortization related to the pro forma adjustment of Southern Union's debt to fair value.

u. To reverse the equity in earnings of Citrus Corp. recorded in Southern Union's historical income statements.

v. To record the pro forma income tax impact related to Southern Union pro forma adjustments to pre-tax income.

w. To record the change in net income attributable to ETP's public unitholders as a result of the Citrus Transaction. This adjustment includes the impacts from (i) incremental income recorded by ETP from its equity method investment in Citrus Corp., (ii) the change in the relative ownership interests among the general partner and the limited partners as a result of ETP's issuance of $105 million of ETP common units in connection with the Citrus Transaction, and (iii) the impact for the periods presented of ETE's relinquishment of $13.75 million per quarter of incentive distributions in connection with the Citrus Transaction.

x. To record changes to the general and limited partners' interest in net income resulting from the consolidation of Southern Union.

y. To record pro forma income tax benefit for Holdco resulting from intercompany debt assumed in connection with the Holdco Transaction.

z. To record changes to the general and limited partners interest in net income and noncontrolling interest resulting from the Holdco Transaction. This adjustment includes impacts from the consolidation of Southern Union. The pro forma adjustment to noncontrolling interest is based on an allocation of 60% of Holdco's pro forma income to ETE.