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

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