Energy Transfer 2012 Annual Report Download - page 117

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Partners
Energy Transfer Partners, L.P.
We have audited the internal control over financial reporting of Energy Transfer Partners, L.P. (a Delaware limited partnership)
and subsidiaries (the “Partnership”) as of December 31, 2012, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Partnership's
management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the Partnership's internal control over financial reporting
based on our audit. Our audit of, and opinion on, the Partnership's internal control over financial reporting does not include the
internal control over financial reporting of Sunoco, Inc., a consolidated subsidiary, whose financial statements reflect total assets
and revenues constituting 10 and 38 percent, respectively, of the related consolidated financial statement amounts as of and for
the year ended December 31, 2012. As indicated in Management's Report on Internal Control over Financial Reporting, Sunoco,
Inc. was acquired during 2012, and therefore, management's assertion on the effectiveness of the Partnership's internal control
over financial reporting excluded internal control over financial reporting of Sunoco, Inc. We did not audit the internal control
over financial reporting of Sunoco Logistics Partners L.P., a consolidated subsidiary, whose financial statements as of December
31, 2012 and for the period from October 5, 2012 to December 31, 2012 reflect total assets and revenues constituting 24 and 20
percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2012.
Sunoco Logistics Partners L.P.'s internal control over financial reporting was audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to Sunoco Logistics Partners L.P.'s internal control over financial reporting
in relation to the Partnership taken as a whole, is based solely on the report of the other auditors.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in
the circumstances. We believe that our audit and the report of the other auditors provide a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, based on our audit and the report of the other auditors, the Partnership maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated
Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated financial statements of the Partnership as of and for the year ended December 31, 2012, and our report dated March 1,
2013 expressed an unqualified opinion on those financial statements.
/s/ GRANT THORNTON LLP
Dallas, Texas
March 1, 2013
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