 Energy Transfer Partners, L.P. Acquisition of Sunoco, Inc. April 30, 2012 | Investor Presentation Exhibit 99.2 |
 1 Legal Disclaimer IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC Energy Transfer Partners, L.P. Sunoco, Inc. 3738 Oak Lawn Ave. 1818 Market Street, Suite 1500 Dallas, TX 75219 Philadelphia, PA 19103 Attention: Investor Relations Attention: Investor Relations Phone: (214) 981-0795 Phone: (215) 977-6764 E-mail: InvestorRelations@energytransfer.com E-mail: SunocoIR@sunocoinc.com PARTICIPANTS IN THE SOLICITATION SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS In connection with the proposed business combination transaction between Energy Transfer Partners, L.P. (“ETP”) and Sunoco, Inc. (“Sunoco”), ETP plans to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement/prospectus to be mailed to the Sunoco shareholders in connection with the proposed transaction. THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT ETP, SUNOCO, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed with the SEC by ETP and Sunoco through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of ETP or Sunoco at the following: ETP and Sunoco, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by the merger agreement. Information regarding directors and executive officers of ETP’s general partner is contained in ETP’s Form 10-K for the year ended December 31, 2011, which has been filed with the SEC. Information regarding Sunoco’s directors and executive officers is contained in Sunoco’s definitive proxy statement dated March 16, 2012, which is filed with the SEC. A more complete description will be available in the registration statement and the proxy statement/prospectus. Statements in this document regarding the proposed transaction between ETP and Sunoco, the expected timetable for completing the proposed transaction, future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and any other statements about ETP, Energy Transfer Equity, L.P. (“ETE”), Sunoco Logistics Partners, L.P. (“SXL”) or Sunoco managements’ future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability to consummate the proposed transaction; the ability to obtain the requisite regulatory approvals, Sunoco shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP to successfully integrate Sunoco’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of announcement of the transaction or consummation of the transaction on relationships, including with employees, suppliers, customers and competitors; the ability to achieve revenue growth; national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments; capital and credit markets conditions; inflation rates; interest rates; the political and economic stability of oil producing nations; energy markets, including changes in the price of certain commodities; weather conditions; environmental conditions; business and regulatory or legal decisions; the pace of deregulation of retail natural gas and electricity and certain agricultural products; the timing and success of business development efforts; terrorism; and the other factors described in the Annual Reports on Form 10-K for the year ended December 31, 2011 filed with the SEC by ETP, ETE, SXL and Sunoco. ETP, ETE, SXL and Sunoco disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document. |
 2 A Compelling Strategic Transaction Energy Transfer Partners, L.P. (“ETP”) will acquire 100% of Sunoco, Inc.’s (“SUN”) outstanding common stock for $50.13 per share ($5.3 billion) Creates a “best in class” natural gas, crude oil, NGLs and refined product logistics platform – Provides customers with a full suite of capabilities in key geographic locations across the U.S. – Diversifies ETP’s existing natural gas and NGL infrastructure assets into crude oil and refined products transportation, terminalling and logistics – Provides a growth engine for ETP through ownership of the Sunoco Logistics Partners L.P. (“SXL”) general partner, incentive distribution rights (“IDRs”) and 32.4% limited partner interests – Combination with Energy Transfer platform dramatically expands scale, operational diversity and geographic footprint of SUN and SXL, enabling businesses to fully deliver on potential Accretive to ETP cash flow both immediately and over the long-term, while providing SUN shareholders increased value now and into the future – Allows SUN shareholders continued participation in potential upside from synergies and complementary organic growth projects Key SUN and SXL management to remain and continue to run businesses and oversee integration Transaction provides immediate accretion and furthers ETP’s long-term initiative to enhance the services provided to customers while expanding its fee-based tariff / margin business mix |
 3 ETP Has Rapidly Evolved Into a Diversified Energy Logistics Company 2004 – 2007 2008 – 2009 2010 – 2011 2012 Acquired TUFCO Pipeline, Houston Pipeline and Transwestern Interstate Pipeline Completed the first 42-inch diameter natural gas pipeline in the state of Texas in 2007 – Since that time, have completed and placed in service nearly 2,500 miles of large diameter pipe in major U.S. shale plays Initiated open season for new interstate gas pipeline, Midcontinent Express Pipeline (“MEP”), a 50/50 joint venture with Kinder Morgan Energy Partners (“KMP”) MEP completed and placed in-service Completed Phoenix and San Juan projects, expanding Transwestern Pipeline Initiated open season for new interstate gas pipeline, Tiger Pipeline Initiated open season for new interstate gas pipeline, Fayetteville Express Pipeline (“FEP”), another 50/50 joint venture with KMP FEP and Tiger completed ahead of schedule and significantly under budget ETP and Regency acquired LDHE and formed Lone Star NGL JV Lone Star NGL JV announced new Mt. Belvieu fractionation plant and West Texas NGL pipeline projects to significantly expand liquids platform Expansion of Eagle Ford shale projects with the Rich Eagle Ford Mainline (“REM”) pipeline and new processing facility in Jackson County, TX Completed exit from the propane business through contribution to AmeriGas Partners, L.P. ETP acquired 50% interest in Citrus, which owns Florida Gas Transmission Further announced expansion in liquids-rich Eagle Ford Shale area that includes a second Mt. Belvieu fractionation plant and extensive organic pipeline infrastructure supported by long-term fee-based contracts ETP announces acquisition of SUN, creating a “best in class” natural gas, crude oil, NGLs and refined product logistics platform ETP has undertaken several initiatives to diversify its business with an emphasis on fee-based opportunities that expand the services provided to customers The acquisition of LDH Energy Asset Holdings LLC ("LDHE”) in 2011 increased the fee-based services ETP could provide to customers by offering NGL solutions from wellhead to fractionator The acquisition of SUN further positions ETP as a diversified midstream company that provides services across the entire midstream value chain |
 4 Our business is “moving hydrocarbons” and the SUN acquisition provides an established and attractive platform to significantly increase our crude oil, refined products and NGL service capability ETP customers’ desire for a fully integrated midstream services company is driving this transaction Furthers ETP’s long-term initiative to expand its business mix and diversify and grow its cash flow – ETP will immediately become a leader in the crude oil, refined products and NGLs markets Significant and growing portion of fee-based cash flow derived from these markets Enhances the size and scale of the Energy Transfer platform while reinforcing its position as one of the largest MLPs Enhances the growth profile of ETP while maintaining investment grade credit metrics Complementary asset base provides numerous commercial opportunities anchored by significant inventory of attractive, highly accretive organic growth projects Retail business with an iconic brand name provides additional stable cash flow to ETP's overall business mix Clear line of sight to the exit of SUN’s refining business creates the optimal timing for a transaction – SUN will continue pursuing announced potential Carlyle joint venture Rationale for ETP |
 5 Diversified Energy Logistics Business The acquisition significantly diversifies ETP’s existing infrastructure assets into crude oil and refined products transportation, terminalling and logistics Pipelines Storage ETP SXL Processing Treating Pipelines Terminals |
 6 23,000 Diversified Asset Mix Enhances Credit Profile Pipeline Mileage Throughput* Storage Capacity* * Throughput and storage capacity converted on a 6:1 Mcf:Bbl basis Summary Asset Overview Status Quo SUN & Pro Forma ETP SXL ETP Pipelines (miles): Natural Gas 21,500 - 21,500 NGL 1,500 40 1,540 Crude Oil - 5,400 5,400 Refined Products - 2,500 2,500 Total 7,940 30,940 Operating Metrics: Natural Gas Throughput (Bcfpd) 22 - 22 NGL Throughput (Mbpd) 576 107 683 Crude Oil Throughput (Mbpd) - 1,747 1,747 Refined Products Throughput (Mbpd) - 522 522 Natural Gas Processing Capacity (MMcfpd) 2,662 - 2,662 Natural Gas Treating Capacity (MMcfpd) 1,985 - 1,985 Natural Gas Conditioning Capacity (MMcfpd) 846 - 846 NGL Processing Capacity (Mbpd) 176 - 176 Natural Gas Storage (Bcf) 74 - 74 NGL Storage (MMbbl) 33 1 34 Crude Oil Storage (MMbbl) - 25 25 Refined Products Storage (MMbbl) - 16 16 Facilities: Natural Gas Storage Facilities 3 - 3 NGL Storage Facilities 2 1 3 Crude Oil Storage Facilities - 4 4 Refined Products Storage Facilities - 44 44 Natural Gas Process., Treat., Cond. Facilities 35 - 35 NGL Processing Facilities 4 - 4 Retail Marketing Outlets - 4,900 4,900 Source: Partnership and company filings Note: Joint venture assets reflective of ownership percentage Includes previously announced projects under construction |
 7 52% 47% 38% 26% 14% 21% 22% 15% 16% 14% 21% 25% 18% 18% 13% 5% 4% 10% 20% 2009 2010 2011 2011 pro forma Intrastate Midstream Interstate Propane NGL Retail Crude & Refined Products Diversified Pro Forma Cash Flow Note: Adjusted EBITDA reconciliation in appendix. ETP adjusted EBITDA excludes “Other”. (1) 2011 ETP pro forma for contribution of propane to AmeriGas Partners, L.P. and Citrus acquisition. Excludes distributions from AmeriGas Partners, L.P. Assumes full consolidation of SXL. The acquisition diversifies ETP’s business mix and provides an enhanced portfolio of fee-based tariff / margin organic growth opportunities Acquisition further enhances ETP’s long-term initiative to increase fee-based services provided to producers while expanding ETP’s business mix and balancing its sources of cash flows Inventory of attractive identified organic NGL and crude oil projects at SXL augments ETP’s slate of growth projects and provides visibility to meaningful EBITDA growth – Pro forma combined 2012 growth capex of ~$2.2 billion with the vast majority of spending allocated to NGLs, midstream and crude oil projects Retail business provides an additional stable segment to ETP's overall business mix (1) ETP Adjusted EBITDA |
 8 LOGISTICS Sunoco Has Become a Logistics Company with a Stable Retail Business Chemicals Bayport plant closed Refining Tulsa refinery sold Eagle Point refinery permanently idled Retail / Marketing Fulton ethanol plant purchased Heating oil / propane business sold Chemicals Polypropylene business sold Retail / Marketing Purchased 25 retail locations in NY State Chemicals Frankford plant sold Haverhill plant sold Refining Toledo refinery sold Eagle Point tank farm sold to SXL Marcus Hook refinery permanently idled Retail / Marketing Expansion into Alabama Coke Initial public offering Refining – exit announced Philadelphia refinery – Potential JV with Carlyle (minority interest, Carlyle to operate, no additional capital required from SUN) – If no suitable exit transaction can be reached, expect to idle by August 2012 Coke Complete spin-off of coke to SUN shareholders Retail / Marketing Acquired 11 retail locations in Daytona, FL RETAIL LOGISTICS COKE REFINING RETAIL COKE REFINING RETAIL CHEM CHEM LOGISTICS LOGISTICS COKE RETAIL 2008 / 2009 2010 2011 2012 REFINING CHEM |
 9 Attractive premium with continued participation in potential upside of a well-managed, diversified business – Immediately crystallizes shareholder value during a time of transition, with recent full exit from coke and chemicals as well as announced exit from refining business – 29.0% premium to the 20-day average SUN closing share price (1) – 50% cash / 50% unit mix allows shareholders to earn attractive ETP yield (~7.5% based on $3.575 per unit cash distribution on an annualized basis) with an improved distribution growth profile Combination with Energy Transfer platform dramatically expands scale, operational diversity and geographic footprint of SUN and SXL, enabling businesses to fully deliver on potential Meaningful commercial and operational synergies with the Energy Transfer family Minimal integration risk and disruptions given key SUN and SXL managers will remain Key presence to be retained in Philadelphia region Rationale for SUN and SXL (1) As of April 27, 2012. |
 10 Transaction Overview ETP will acquire 100% of SUN’s outstanding common stock for $50.13 per share ($5.3 billion) – 29.0% premium to the 20-day average SUN closing share price (1) – Acquisition of SUN shares funded with ETP common units (50%) and cash (50%) – Consideration consists of $25.00 of cash and 0.5245x ETP common units per SUN share SUN shareholders can elect cash, ETP common units or a mix of cash and ETP common units, subject to pro-ration $965 million of existing SUN notes (excluding debt at SXL) will remain outstanding – No change of control triggered in SUN’s existing notes Energy Transfer Equity, L.P. (“ETE”) to provide a GP subsidy of $70 million per annum for a period of 3 years to ETP to support the transaction post-closing SXL will remain a separate, publicly-traded MLP Transaction offers compelling value to SUN shareholders with an attractive yield and improved distribution growth profile (1) As of April 27, 2012. |
 11 Integration Plan Energy Transfer management team has a proven track record of successfully integrating acquisitions Southern Union (2012), LDHE (2011), Regency (2010), Canyon (2007), Transwestern (2006), Titan (2006), HPL (2005), ET Fuel (2004) Southern Union integration to be substantially complete by time of SUN transaction closing The transaction is a bolt-on acquisition, similar to the LDHE acquisition, and ETP expects minimal integration risk given key SUN and SXL management team will remain in place ETP, SUN and SXL have conservatively identified $70 million of annual run-rate commercial / operational synergies Commercial & Operational Synergies $55 Compensation & Benefits $5 Corporate Overhead $10 79% 7% 14% Note: Based on estimated $70 million of run-rate synergies per annum. ($ in millions) SUN Synergy Breakdown |
 May 2012 Begin drafting Proxy / registration statement Begin regulatory approval process File proxy statement / S-4 registration statement Integration plan will be put in place immediately resulting in one functional organization at closing Only major regulatory approval is HSR; no issues expected given business mix 4 - 6 months expected timing from announcement to closing File for regulatory approval - HSR - Other minor approvals Subject to SEC review and regulatory approval 2 - 4 weeks 8 - 20 weeks Q3 / Q4 2012: SUN shareholder vote and close Illustrative Transaction Timeline 12 No financing contingency or ETP / SXL unitholder vote provides for high level of deal certainty |
 13 Conclusions Elevates ETP to a leading player in crude oil, refined products and NGL transportation, terminalling and logistics Delivers immediate premium to SUN shareholders with the ETP unit consideration providing an attractive yield and continued potential upside with an improved distribution profile Significant, tangible commercial and operational synergies Enhances the growth profile of ETP while maintaining investment grade credit metrics High degree of transaction certainty Key SUN and SXL management to continue to run businesses and oversee integration A “win-win” transaction for investors of SUN, SXL and ETP |
 Appendix |
 15 Side-by-Side Overview ($ in millions, except per share / unit amounts) (4) ETP (1) SUN (2) SXL Share / Unit Price (as of 4/27/12) $47.92 $50.13 $40.99 LP equity market cap $11,001 $5,321 $4,244 Illustrative GP value (3) 6,415 – 1,397 Market Capitalization (3) $17,415 $5,321 $5,641 Total Debt 8,884 1,020 1,698 Minority Interest 629 – 98 Cash (710) (1,531) (5) Enterprise Value $26,218 $4,810 $7,432 Current Yield 7.5% 1.6% 4.2% Corporate Credit Ratings Moody's Baa3 Ba1 Baa2 S&P BBB- BB+ BBB Fitch BBB- BB+ BBB Source: ETP, SUN and SXL public filings. Balance sheet data as of 12/31/2011. (1) Pro forma for Citrus acquisition, Propane sale, January 2012 $2,000 million senior notes offering and January 2012 $750 million tender offer. (2) SXL not consolidated in SUN data. SUN contribution debt pro forma for $100 million PEDFA bond redemption. SUN cash pro forma for $100 million PEDFA bond redemption and $200 million funding of VEBA trust. SUN pro forma for $100 million of total share repurchases through March and April 2012. (3) Includes implied value of GP / IDR interest at ETP and SXL based on current yield for illustrative purposes. (4) Acquisition price per share. |
 16 Retail Marketing Logistics (MLP) Refining Announced exit of refining business in September 2011 Marcus Hook, PA refinery (175 Mbbls/d) permanently idled in December 2011 but continues to operate in a terminal capacity Philadelphia refinery (330 Mbbls/d) – Potential JV with Carlyle (minority interest, Carlyle to operate, no additional capital required from SUN) – If no suitable exit transaction can be reached, expect to idle by August 2012 SUN Primary Operating Segments ~2,500 miles of refined products pipelines located in the Northeast, Midwest and Southwest ~5,400 miles of crude oil pipelines, located principally in Oklahoma and Texas ~42 million barrels of refined products and crude oil terminal capacity Engaged in the acquisition and marketing of crude oil SUN owns: 100% of the SXL GP interest and IDRs 32.4% of SXL common units Historical SUN distributions received from SXL (pre-tax) 2011 = $97 million 2010 = $91 million (1) 2009 = $98 million ~4,900 retail outlets for the sale of gasoline and middle distillates ~5 billion gallons of gasoline and diesel fuel and ~$500 million of merchandise sales per year Strong brand and station image recognition Located on the East Coast / Midwest / Southeast Historical retail EBITDA 2011 = $261 million 2010 = $269 million 2009 = $241 million Source: SUN filings and investor presentations. (1) SXL distributions to SUN declined in 2010 due to IDR reset which provided SUN with $201 million in cash proceeds. |
 17 Intrastate Transportation and Storage Interstate Transportation Midstream ETP Primary Operating Segments Approximately 23,000 miles of natural gas gathering and transportation pipelines, 3 natural gas storage facilities with 74 Bcf of working capacity and 70% interest in Lone Star NGL joint venture NGL Oasis Pipeline (600 mi, 1.2 Bcf/d capacity west-to-east, 750 MMcf/d capacity east-to-west) East Texas Pipeline (370 mi) Energy Transfer Fuel System (2,950 mi, total capacity of 5.2 Bcf/d) – Includes Bethel storage facility (6.4 Bcf working capacity), Bryson storage facility (6.0 Bcf working capacity), Godley plant HPL System (4,350 mi, total capacity of 5.5 Bcf/d) – Includes Bammel storage facility (62 Bcf working capacity) Transwestern Pipeline (2,690 mi; 1,225 MMcf/d mainline capacity and 1,610 MMcf/d San Juan Lateral capacity) Tiger Pipeline (195 mi, 42-inch pipeline; 2.4 Bcf/d of capacity sold under 10-15 year agreements) FEP Pipeline Joint Venture (185 mi, 42-inch pipeline; initial capacity of 2.0 Bcf/d with 1.85 Bcf/d sold under 10-12 year agreements) – 50/50 joint venture with Kinder Morgan Energy Partners, L.P. Citrus – 50/50 joint venture with El Paso Corporation (5,400 mi; 3.1 Bcf/d mainline capacity) ~7,400 mi of natural gas gathering pipelines 2 natural gas processing plants 15 natural gas treating facilities 11 natural gas conditioning plants Joint venture owned 70% by ETP and 30% by Regency Energy Partners LP (“RGP”); ETP operates on behalf of the joint venture; stand-alone entity with equal board representation NGL Storage – Mont Belvieu storage facility (43 million Bbls working capacity) – Hattiesburg storage facility (4 million Bbls of working capacity) NGL Pipeline Transportation – West Texas NGL Pipeline (1,066 mi, 144,000 Bbls/d working capacity) NGL Fractionation & Processing (2 cryogenic processing plants; 25,000 Bbls/d fractionator; Sea Robin gas processing plant) |
 18 Pro Forma Simplified Structure ETE ETP NGL Interstate Transportation 100% ETP IDRs 1.5% GP Interest 22% LP Interest Midstream Intrastate Transportation and Storage 100% SXL IDRs 2% GP Interest 32% LP Interest |
 19 Adjusted EBITDA reconciliation Energy Transfer Partners, L.P. ($ in millions) Fiscal Year Ended December 31, 2009 2010 2011 Net income $792 $617 $697 Interest expense, net of interest capitalized 394 413 474 Income tax expense 13 16 19 Depreciation and amortization 313 343 431 Non-cash unit-based compensation expense 24 27 37 Losses on disposals of assets 2 5 3 Gains on non-hedged interest rate derivatives (39) (5) 77 Allowance for equity funds used during construction (11) (29) (1) Unrealized (gains) losses on commodity risk management activities (30) 78 11 Impairment of investment in affiliate – 53 5 Proportionate share of JV's interest, depreciation and allowance for equity funds used during construction 22 22 30 Adjusted EBITDA attributable to noncontrolling interest – – (38) Other, net (2) 0 (4) Adjusted EBITDA $1,477 $1,541 $1,743 Sunoco Retail ($ in millions) Fiscal Year Ended December 31, 2009 2010 2011 Retail Pretax Income $146 $176 $169 Depreciation and amortization 95 93 92 Retail Adjusted EBITDA (1) $241 $269 $261 (1) Excludes items deemed to be unusual. |