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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
ÈANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2012
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
Commission file number 1-31219
SUNOCO LOGISTICS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
Delaware 23-3096839
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1818 Market Street, Suite 1500, Philadelphia, PA 19103
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (866) 248-4344
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
Common Units representing limited
partnership interests
New York Stock Exchange
Senior Notes 8.75%, due February 15, 2014 New York Stock Exchange
Senior Notes 6.125%, due May 15, 2016 New York Stock Exchange
Senior Notes 5.50%, due February 15, 2020 New York Stock Exchange
Senior Notes 4.65%, due February 15, 2022
Senior Notes 3.45%, due January 15, 2023
New York Stock Exchange
New York Stock Exchange
Senior Notes 6.85%, due February 15, 2040 New York Stock Exchange
Senior Notes 6.10%, due February 15, 2042
Senior Notes 4.95%, due January 15, 2043
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act. Yes ÈNo
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act. Yes No È
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ÈNo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes ÈNo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of
this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ÈAccelerated filer
Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes No È
The aggregate value of the Common Units held by non-affiliates of the registrant (treating all executive officers and directors of the registrant and holders
of 10 percent or more of the Common Units outstanding (including the General Partner of the registrant, Sunoco Partners LLC, as if they may be affiliates of the
registrant)) was $2.5 billion as of June 29, 2012, based on $36.27 per unit, the closing price of the Common Units as reported on the New York Stock Exchange
on that date.
At February 28, 2013, the number of the registrant’s Common Units outstanding were 103,796,318.
DOCUMENTS INCORPORATED BY REFERENCE: NONE

Table of contents

  • Page 1
    ... file number 1-31219 SUNOCO LOGISTICS PARTNERS L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1818 Market Street, Suite 1500, Philadelphia, PA (Address of principal executive offices) 23-3096839 (I.R.S. Employer...

  • Page 2
    ... OFFICERS AND CORPORATE GOVERNANCE ...ITEM 11. EXECUTIVE COMPENSATION ...ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITYHOLDER MATTERS ...ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ...ITEM 14. PRINCIPAL ACCOUNTING...

  • Page 3
    ... storage services; Changes in the short-term and long-term demand for crude oil, refined petroleum products and natural gas liquids we buy and sell; An increase in the competition encountered by our terminals, pipelines and crude oil and refined products acquisition and marketing operations; Changes...

  • Page 4
    ... and types of coverage available; Risks related to labor relations and workplace safety; Non-performance by or disputes with major customers, suppliers or other business partners; Changes in our tariff rates implemented by federal and/or state government regulators; The amount of our debt, which...

  • Page 5
    ... the purchase and sale of crude oil and refined petroleum products. The principal executive offices of Sunoco Partners LLC, our general partner, are located at 1818 Market Street, Suite 1500, Philadelphia, Pennsylvania 19103 (telephone (866) 248-4344). Our website address is www.sunocologistics.com...

  • Page 6
    ... States. These lines primarily deliver crude oil and other feedstocks to refineries in those regions. We completed the following acquisitions of crude oil pipelines since December 31, 2009: • West Texas Gulf Pipe Line Company-In August 2010, we acquired an additional ownership interest in West...

  • Page 7
    ... United States. In addition, we own approximately 100 miles of crude oil pipeline that runs from Marysville, Michigan to Toledo, Ohio, and a truck injection point for local production at Marysville. This pipeline receives crude oil from the Enbridge pipeline system for delivery to refineries located...

  • Page 8
    ... or a third-party trucking operation. Crude oil purchasers who buy from producers compete on the basis of price and highly responsive services. Our management believes that its ability to offer competitive pricing and high-quality field and administrative services to producers is a key factor in our...

  • Page 9
    ...by simultaneously purchasing crude oil inventories at current prices for storage and selling forward at higher prices for future delivery. When there is a higher demand than supply of crude oil in the near term, the market is backwardated, meaning that the price of crude oil for future deliveries is...

  • Page 10
    ... 2011, we acquired the Eagle Point tank farm and related assets from Sunoco. The tank farm is located in Westville, New Jersey and consists of approximately 5 million barrels of active storage for clean products and dark oils. Southwest Terminals-In October 2010, we acquired a crude oil and refined...

  • Page 11
    ... in a terminal at Syracuse, New York. The storage capacities included in the table represent the proportionate share of capacity attributable to our ownership interests in these terminals. Refined Products Acquisition and Marketing With the acquisition of a butane blending business in 2010, we...

  • Page 12
    ... pipelines to its Port Arthur, Texas refinery. The table below summarizes the total average daily throughput for the Nederland Terminal in each of the years presented: Year Ended December 31, 2012 2011 2010 Crude oil and refined products throughput (thousands of bpd) ... 724 757 729 Revenues...

  • Page 13
    ...tank farm assets to provide terminalling services and to support movements on our refined products pipelines. Eagle Point Terminal The Eagle Point docks are located in Westville, New Jersey on the Delaware River and are connected to the Sunoco Eagle Point refinery, which was permanently shut down in...

  • Page 14
    ... Toledo, Ohio to Sarnia, Canada pipeline system and for the storage of liquefied petroleum gases ("LPGs") from Canada and a refinery in Toledo, which was sold by Sunoco to PBF Holding Company LLC in the first quarter of 2011. The terminal can receive and ship LPGs in both directions at the same time...

  • Page 15
    ... Bay City, Michigan with delivery points along the way. Wolverine charges market-based rates for tariffs at the Detroit, Jackson, Niles, Hammond, and Lockport destinations. Pipeline and Terminal Control Operations Almost all of our refined products and crude oil pipelines are operated via satellite...

  • Page 16
    ... and controls our Crude Oil Pipelines. The Nederland Terminal has its own control center. The control centers operate with Supervisory Control and Data Acquisition, or SCADA, systems that continuously monitor real time operational data, including refined product and crude oil throughput, flow rates...

  • Page 17
    ... of the Refined Products Pipelines are located in the northeast United States and were constructed or acquired to distribute refined products to Sunoco's retail network. While Sunoco completed the exit from its refining business in 2012, Sunoco continues to operate its retail marketing network and...

  • Page 18
    ... Mesa Pipeline System, Mid-Valley, West Texas Gulf and Inland, as well as the Eagle Point tank farm. Any remediation liabilities not covered by this indemnity will be our responsibility. We have agreed to indemnify Sunoco and its affiliates for events and conditions associated with the operation of...

  • Page 19
    .... The Office of Pipeline Safety of the DOT, the EPA, or various state regulatory agencies, has approved our oil spill emergency response plans, and our management believes we are in substantial compliance with these laws. In addition, some states maintain groundwater protection programs that require...

  • Page 20
    ... is not material in relation to our operations, financial position or cash flows at December 31, 2012. We have implemented an extensive inspection program to prevent releases of refined products or crude oil into the environment from our pipelines, gathering systems, and terminals. Any damages and...

  • Page 21
    ... business. Employees We have no employees. To carry out the operations of Sunoco Logistics Partners L.P., our general partner and its affiliates employed approximately 1,700 people at December 31, 2012 who provide direct support to the operations. Labor unions or associations represent approximately...

  • Page 22
    ... actually occur, our business, results of operations, financial condition and cash flows as well as any related benefits of owning our securities, could be materially and adversely affected. On October 5, 2012, Sunoco, Inc. ("Sunoco") was acquired by Energy Transfer Partners, L.P. ("ETP"). Prior to...

  • Page 23
    ... of operations, financial position, or cash flows. The volume of crude oil transported through our crude oil pipelines and terminal facilities depends on the availability of attractively priced crude oil produced or received in the areas serviced by our assets. A period of sustained crude oil price...

  • Page 24
    ..., our capitalization and results of operations may change significantly. Acquisitions and business expansions, including the integration with our new general partner, involve numerous risks, including difficulties in the assimilation of the assets and operations of the acquired businesses...

  • Page 25
    ... results of operations, financial position, or cash flows. Mergers among our customers and competitors could result in lower volumes being shipped on our pipelines or products stored in or distributed through our terminals, or reduced crude oil marketing margins or volumes. Mergers between existing...

  • Page 26
    ...revenues. Our business is subject to federal, state and local laws and regulations that govern the product quality specifications of the petroleum products that we store and transport. The petroleum products that we store and transport are sold by our customers for consumption into the public market...

  • Page 27
    ... new regulations to address GHG emissions would impact our business. However, the adoption and implementation of federal, state, or local laws or regulations limiting GHG emissions in the U.S. could adversely affect the demand for our crude oil or refined products transportation and storage services...

  • Page 28
    ... land use. We obtain the rights to construct and operate certain of our pipelines and related facilities on land owned by third parties and governmental agencies for a specific period of time. Our loss of these rights, through our inability to renew rights-of-way contracts on acceptable terms, or...

  • Page 29
    ... holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management's decisions regarding our business. Unitholders did not elect our general partner or its board of directors and will have...

  • Page 30
    ...time or price, may not receive a return on the investment, and may incur a tax liability upon the sale. We may issue additional common units without unitholder approval, which would dilute our unitholders' ownership interests. We may issue an unlimited number of common units or other limited partner...

  • Page 31
    ... RELATED TO OUR DEBT References under this heading to "we," "us," and "our" mean Sunoco Logistics Partners Operations L.P. or Sunoco Partners Marketing & Terminals L.P. We may not be able to obtain funding, or obtain funding on acceptable terms, to meet our future capital needs. Global market and...

  • Page 32
    ... to obtain additional financing in the future for working capital, capital expenditures and other general corporate activities; limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; detract from our ability to successfully withstand...

  • Page 33
    ... us. The sale or exchange of 50 percent or more of our capital and profit interests during any twelve-month period will result in our termination as a partnership for federal income tax purposes. We are considered to have been terminated for tax purposes since there were sales or exchanges which, in...

  • Page 34
    ... partner unit is sold at a price greater than their tax basis in that limited partner unit, even if the price they receive is less than their original cost. A substantial portion of the amount realized, whether or not representing gain, may be ordinary income. In addition, if our unitholders sell...

  • Page 35
    ... as a result of investing in our limited partner units. In addition to federal income taxes, our unitholders will likely be subject to other taxes, including state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions...

  • Page 36
    ... 2012. The Partnership's Sunoco Pipeline L.P. subsidiary operates the West Texas Gulf Pipeline on behalf of West Texas Gulf Pipe Line Company and its shareholders pursuant to an Operating Agreement. Sunoco Pipeline L.P. also has a 60.3 percent ownership interest in the company. In March 2010, Sunoco...

  • Page 37
    ...of Operations-Liquidity and Capital Resources"). In January 2010, we repurchased, and our general partner transferred and assigned to us for cancellation, the incentive distribution rights ("IDRs") held by our general partner under our Second Amended and Restated Agreement of Limited Partnership, as...

  • Page 38
    ...Total Quarterly Distribution Target General Amount Partner Unitholders New IDRs Marginal Percentage Interest in Distributions General Partner Unitholders Total...% 85% 75% 50% above $0.1917 up to $0.5275 above $0.5275 No change 37%* 50%* 63% 50% * Includes two percent general partner interest. 36

  • Page 39
    ... third quarter 2010, we acquired a controlling financial interest in Mid-Valley and West Texas Gulf. Therefore, these joint ventures are reflected as consolidated subsidiaries from the respective dates of acquisition. Cash distributions paid per unit to limited partners represent payments made per...

  • Page 40
    ...December 31, 2011 2010 2009 2008 (in millions) Net Income Interest expense, net ...Depreciation and amortization expense ...Impairment charge ...Provision for income taxes ...Non-cash compensation expense ...Unrealized losses/(gains) on commodity risk management activities ...Proportionate share of...

  • Page 41
    ... terminal, $222 million related to the acquisition of the Texon crude oil purchasing and marketing business, $2 million related to the acquisition of the Eagle Point tank farm and $99 million related to the acquisition of a controlling financial interest in Inland Corporation. Expansion capital...

  • Page 42
    ... from Texon L.P. in August 2011 from the acquisition date. Represents total segment sales and other operating revenue minus cost of products sold and operating expenses divided by crude oil purchases. In July 2011 and August 2011, we acquired the Eagle Point tank farm and a refined products terminal...

  • Page 43
    ...We are a Delaware limited partnership which is principally engaged in the transport, terminalling and storage of crude oil and refined products. In addition to logistics services, we also own acquisition and marketing assets which are used to facilitate the purchase and sale of crude oil and refined...

  • Page 44
    ...Longview, Texas and terminates in Samaria, Michigan. The pipeline provides crude oil to a number of refineries, primarily in the midwest United States. West Texas Gulf owns and operates an approximately 600-mile common carrier crude oil pipeline system which originates from the West Texas oil fields...

  • Page 45
    ... acquisition and marketing services, upgrade the service capabilities at the Eagle Point and Nederland Terminals, invest in the Partnership's crude oil infrastructure by increasing its pipeline capabilities through previously announced organic growth projects in West Texas and expanding its trucking...

  • Page 46
    ... West Texas crude oil to the Gulf Coast. West Texas Crude In 2011, we announced plans to expand takeaway capacity out of the Permian Basin in West Texas as there is a market need for incremental crude transportation to various refining centers in Texas, the mid-continent and the United States Gulf...

  • Page 47
    ... to sell its refineries located in Philadelphia and Marcus Hook, Pennsylvania. In December 2011, the main processing units at the Marcus Hook refinery were idled indefinitely. The Partnership recognized a $42 million charge in the fourth quarter 2011 for certain crude oil terminal assets which...

  • Page 48
    ... to conform to the presentation utilized by its general partner. The Partnership also changed its measure of segment profit from operating income to the revised presentation of Adjusted EBITDA. This change did not impact the Partnership's reportable segments. Prior period amounts have been recast to...

  • Page 49
    ... in 2011 and 2010. Proceeds from these offerings were used to fund growth initiatives and finance the IDR repurchase and exchange transaction. Analysis of Operating Segments We manage our operations through four operating segments: Crude Oil Pipelines, Crude Oil Acquisition and Marketing, Terminal...

  • Page 50
    ... 2012 through October 4, 2012 was not material in relation to the Partnership's financial position, results of operations or cash flows. In the third quarter 2011, we realigned our reporting segments to separately report the results of the Crude Oil Pipelines and Crude Oil Acquisition and Marketing...

  • Page 51
    ... 2012 was not material in relation to the Partnership's financial position, results of operations or cash flows. Includes results from the crude oil acquisition and marketing business acquired from Texon in August 2011 from the acquisition date. In the third quarter 2011, we realigned our reporting...

  • Page 52
    ... of expansion in our crude oil trucking fleet and market related opportunities in West Texas. Operating results were further improved by increased volumes and margins from the crude oil acquisition and marketing assets acquired from Texon in the third quarter 2011. Adjusted EBITDA for the Crude Oil...

  • Page 53
    ... expected to be incurred as the Philadelphia refinery will continue to operate in connection with Sunoco's joint venture with The Carlyle Group. In July and August 2011, we acquired the Eagle Point tank farm and a refined products terminal located in East Boston, Massachusetts, respectively. Volumes...

  • Page 54
    ... Partnership's Nederland Terminal ($5 million). Partially offsetting these increases were reduced volumes at the Partnership's refinery terminals related to the idling of Sunoco's Marcus Hook refinery in the fourth quarter 2011 ($4 million) and increased selling, general and administrative expenses...

  • Page 55
    ... the acquisition of the Inland refined products pipeline ($5 million) were offset by lower pipeline volumes and fees driven primarily by the idling of the Marcus Hook refinery ($9 million) and increased environmental remediation expenses associated with a pipeline release in the first quarter 2012...

  • Page 56
    ... to pay down outstanding borrowings under the prior credit facilities, which were used to fund the acquisitions of a controlling financial interest in Inland and the Texon crude oil acquisition and marketing business, and for general partnership purposes. In February 2010, the Operating Partnership...

  • Page 57
    ... capital. The change in working capital was primarily the result of an increase in accounts receivable and an increase in refined products and crude oil inventories driven by growth within our acquisition and marketing activities. These changes were partially offset by increases in accounts payable...

  • Page 58
    ... to finance the acquisitions of the controlling financial interest in Inland and the Texon crude oil acquisition and marketing business, and for general partnership purposes. This source of cash was partially offset by $210 million of quarterly distributions to the limited and general partners; the...

  • Page 59
    ... Texon crude oil purchasing and marketing business, the Eagle Point tank farm and an 83.8 percent equity interest in Inland which owns a refined products pipeline system in Ohio. Major acquisitions during the year ended December 31, 2010 included a butane blending business, a controlling financial...

  • Page 60
    ... less by our Crude Oil Acquisition and Marketing segment and noncancelable contracts to purchase butane for terms of one year or less by our refined products acquisition and marketing business. A significant portion of the above purchase obligations relate to actual crude oil purchases for the month...

  • Page 61
    ... the crude oil acquisition and marketing business and a refined products pipeline project in Texas. In 2011, the Partnership recognized a $42 million charge for certain crude oil terminal assets which would have been negatively impacted if Sunoco had permanently idled its Philadelphia refinery. The...

  • Page 62
    ... for each reporting unit are certain judgments and estimates relating to market multiples for comparable businesses, including management's interpretation of current economic indicators and market conditions, and assumptions about the Partnership's strategic plans with regard to its operations. To...

  • Page 63
    ...Partnership continues to work with ETP in determining how the acquisition will impact these agreements going forward. In March 2011, Sunoco completed the sale of its Toledo, Ohio refinery to affiliates of PBF Holding Company LLC ("PBF"). Certain agreements with Sunoco to supply or purchase crude oil...

  • Page 64
    ... farm which we acquired from Sunoco in 2011. The agreement expires in June 2014. Sunoco does not have exclusive use of the Eagle Point tank farm. In September 2012, Sunoco assigned its lease for the use of our inter-refinery pipelines between the Philadelphia and Marcus Hook refineries to PES. Under...

  • Page 65
    ...technology, insurance, and other corporate services, including the administration of employee benefit plans. This fee was $5, $13, $13 and $5 million for the periods from October 5, 2012 to December 31, 2012, from January 1, 2012 to October 4, 2012, and for the years ended December 31, 2011 and 2010...

  • Page 66
    ...Credit Facility. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to various market risks, including changing interest rates and volatility in crude oil and refined products commodity prices. To manage such exposure, interest rates, inventory levels and expectations...

  • Page 67
    ... as economic hedges against price changes related to our forecasted refined products purchase and sale activities. These derivatives are intended to have equal and opposite effects of the purchase and sale activities. At December 31, 2012, the fair market value of our open derivative positions was...

  • Page 68
    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Sunoco Logistics Partners L.P. (the "Partnership") is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in ...

  • Page 69
    ...CONTROL OVER FINANCIAL REPORTING The Board of Directors of Sunoco Partners LLC and Limited Partners of Sunoco Logistics Partners L.P. We have audited Sunoco Logistics Partners L.P. ("the Partnership") internal control over financial reporting as of December 31, 2012, based on criteria established in...

  • Page 70
    ...REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENTS To the Board of Directors of Sunoco Partners LLC and Limited Partners of Sunoco Logistics Partners L.P. We have audited the accompanying consolidated balance sheets of Sunoco Logistics Partners L.P. (the "Partnership") as of December 31, 2012...

  • Page 71
    ... 1, 2012 to October 4, 2012 Predecessor Year Ended December 31, 2011 2010 Revenues Sales and other operating revenue: Unaffiliated customers ...Affiliates (Note 4) ...Other income ...Gain on divestment and related matters ...Total Revenues ...Costs and Expenses Cost of products sold and operating...

  • Page 72
    ... 2012 Predecessor December 31, 2011 Assets Cash and cash equivalents ...Advances to affiliated companies (Note 4) ...Accounts receivable, affiliated companies (Note 4) ...Accounts receivable, net ...Inventories (Note 6) ...Total Current Assets ...Properties, plants and equipment ...Less accumulated...

  • Page 73
    ... in affiliates ...Changes in working capital pertaining to operating activities: Accounts receivable, affiliated companies ...Accounts receivable, net ...Inventories ...Accounts payable and accrued liabilities ...Accounts payable, affiliated companies ...Accrued taxes payable ...Other ...Net...

  • Page 74
    ... ...Total comprehensive income (loss) ...Issuance of Limited Partner units to the public ...Units issued under incentive plans ...Distribution equivalent rights ...Payment of statutory withholding on issuance of LTIP ...Noncontrolling equity in joint venture acquisitions ...Distribution related to...

  • Page 75
    ... CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Basis of Presentation Sunoco Logistics Partners L.P. (the "Partnership" or "SXL") is a publicly traded Delaware limited partnership that owns and operates a logistics business, consisting of refined products and crude oil pipelines, terminalling...

  • Page 76
    ... Pipelines, Crude Oil Acquisition and Marketing and Terminal Facilities, respectively. 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements reflect the results of the Partnership and its wholly-owned subsidiaries, including Sunoco Logistics...

  • Page 77
    ... sold and operating expenses in the consolidated statements of comprehensive income. Affiliated revenues consist of sales of crude oil and refined products, as well as the provision of crude oil and refined products, pipeline transportation, terminalling and storage services to ETP and Sunoco...

  • Page 78
    ... and initiated a process to sell its refineries located in Philadelphia and Marcus Hook, Pennsylvania. In December 2011, the main processing units at the Marcus Hook refinery were idled indefinitely. Management assessed the impact that Sunoco's decision to exit its refining business in the northeast...

  • Page 79
    ... for each reporting unit are certain judgments and estimates relating to market multiples for comparable businesses, including management's interpretation of current economic indicators and market conditions, and assumptions about the Partnership's strategic plans with regard to its operations. To...

  • Page 80
    ... all of the income tax reflected in the Partnership's consolidated financial statements is derived from the operations of Inland, MidValley and West Texas Gulf, all of which are entities subject to income taxes for federal and state purposes at the corporate level. The effective tax rates for these...

  • Page 81
    ...Term Incentive Plan The Partnership accounts for the compensation cost of all unit-based payment awards at fair value and reports the related expense within selling, general and administrative expenses in the consolidated statements of comprehensive income. Unit-based compensation cost for awards of...

  • Page 82
    ... is the sole service provider to Logan International Airport under a long-term contract to supply jet fuel. The acquisition was included within the Terminal Facilities segment. In August 2011, the Partnership acquired a crude oil purchasing and marketing business from Texon L.P. ("Texon") for $205...

  • Page 83
    ... pipeline connects three refineries in Ohio to terminals and major markets in Ohio. The Partnership acquired its equity interest for $99 million, net of cash received, through a purchase of a 27.0 percent equity interest from Shell Oil Company ("Shell") and a 56.8 percent equity interest from Sunoco...

  • Page 84
    ..., which originates in Longview, Texas and terminates in Samaria, Michigan. The pipeline provides crude oil to a number of refineries, primarily in the midwest United States. In August 2010, the Partnership exercised similar rights to acquire an additional ownership interest in West Texas Gulf from...

  • Page 85
    ...in nature or subject to termination by either party. Affiliated revenues in the consolidated statements of comprehensive income consist of sales of refined products and crude oil as well as the related provision, and services including pipeline transportation, terminalling, storage and blending. The...

  • Page 86
    ... services to Sunoco at the Eagle Point tank farm. The agreement expires in June 2014. Sunoco does not have exclusive use of the Eagle Point tank farm. In September 2012, Sunoco assigned its lease for the use of the Partnership's inter-refinery pipelines between the Philadelphia and Marcus Hook...

  • Page 87
    ... 31, 2011 and 2010, respectively. These expenses are reflected in cost of products sold and operating expenses and selling, general and administrative expenses in the consolidated statements of comprehensive income. Affiliated Revenues and Accounts Receivable, Affiliated Companies The Partnership is...

  • Page 88
    ... amount as a capital contribution to Equity within its consolidated balance sheet. During 2012, 2011 and 2010, the Partnership issued 0.5, 0.2 and 0.2 million limited partnership units, respectively, to participants in the Sunoco Partners LLC Long-Term Incentive Plan upon completion of award vesting...

  • Page 89
    ... the crude oil inventory for 2012 compared to 2011 was due to the adjustment of the Partnership's assets and liabilities to fair value resulting from the application of push-down accounting in connection with the acquisition of the general partner by ETP (Note 1). 7. Properties, Plants and Equipment...

  • Page 90
    ... application of push-down accounting in connection with the acquisition of the general partner by ETP (Note 1). The Partnership's goodwill balance increased to $77 million at December 31, 2011 from $63 million at December 31, 2010 related to the acquisition of a crude oil acquisition and marketing...

  • Page 91
    ..., 2012, from January 1, 2012 to October 4, 2012, and for the years ended December 31, 2011 and 2010, respectively. Promissory Note, Affiliated Companies During the third quarter of 2010, the Operating Partnership entered into a subordinated $100 million variable rate promissory note due to Sunoco in...

  • Page 92
    ... agreements. In connection with the acquisition of Sunoco by ETP in October 2012, Sunoco's interests in the general partner and limited partnership were contributed to ETP, resulting in a change of control of the Partnership's general partner. This would have represented an event of default under...

  • Page 93
    ... to pay down outstanding borrowings under the prior credit facilities, which were used to fund the acquisitions of a controlling financial interest in Inland and the Texon crude oil acquisition and marketing business, and for general partnership purposes. In February 2010, the Operating Partnership...

  • Page 94
    ... information included in this report are presented on a post-split basis. In July 2011, the Partnership issued 3.9 million Class A units to Sunoco in connection with the acquisition of the Eagle Point tank farm and related assets. These deferred distribution units represented a new class of units...

  • Page 95
    ... to the general partner of new IDRs issued under the Third Amended and Restated Agreement of Limited Partnership and (ii) the issuance to the general partner of a promissory note in the principal amount of $201 million. In February 2010, the Operating Partnership issued a total of $500 million...

  • Page 96
    ... the close of business on February 8, 2013. 14. Management Incentive Plan Sunoco Partners LLC, the general partner of the Partnership, has adopted the Sunoco Partners LLC LongTerm Incentive Plan ("LTIP") for employees and directors of the general partner who perform services for the Partnership. The...

  • Page 97
    ... of the original grant, based on the Partnership's achievement of performance goals for total shareholder return and cash distributions relative to a selected peer group of competitors. Relates primarily to awards that vested as a result of the acquisition of the general partner by ETP (Note 1). The...

  • Page 98
    ... crude oil and refined product prices, counterparty credit risk and interest rates. In order to manage such exposure, the Partnership's policy is (i) to only purchase crude oil and refined products for which sales contracts have been executed or for which ready markets exist, (ii) to structure sales...

  • Page 99
    ... physical transactions. Price Risk Management The Partnership is exposed to risks associated with changes in the market price of crude oil and refined products as a result of the forecasted purchase or sale of these products. These risks are primarily associated with price volatility related to pre...

  • Page 100
    ...on the Partnership's financial performance for the periods presented: Gains (Losses) Gains Recognized in Other (Losses) Comprehensive Recognized in Income (Loss) Earnings (in millions) Location of Gains (Losses) Recognized in Earnings Successor Period from Acquisition (October 5, 2012) to December...

  • Page 101
    ... and guarantees. In 2012 and 2011, approximately 18 and 20 percent of the Partnership's total revenues, respectively, were derived from crude oil sales to an individual customer. While this concentration has the ability to negatively impact revenues going forward, management does not anticipate...

  • Page 102
    ... services and are primarily sourced by the Refined Products Pipelines; the Nederland Terminal, a 22 million barrel marine crude oil terminal on the Texas Gulf Coast; a 2 million barrel refined product terminal that previously served Sunoco's Marcus Hook refinery near Philadelphia, Pennsylvania...

  • Page 103
    ... 1, 2012 to October 4, 2012 Year Ended December 31, 2011 2010 (in millions) Sales and other operating revenue(1) Crude Oil Pipelines ...Crude Oil Acquisition and Marketing ...Terminal Facilities ...Refined Products Pipelines ...Intersegment eliminations ...Total sales and other operating revenue...

  • Page 104
    ... to operate in connection with Sunoco's joint venture with The Carlyle Group. Total capital expenditures in 2011 exclude $396 million for the acquisition of a crude oil and marketing business, a refined products terminal, an interest in the Inland refined products pipeline system and the Eagle Point...

  • Page 105
    ...) 2012 Sales and other operating revenue: Unaffiliated customers ...Affiliates ...Gross profit(1) ...Operating income ...Net Income(2) (3) ...Net Income attributable to noncontrolling interests ...Net Income attributable to Sunoco Logistics Partners L.P...Less: General Partner's interest ...Limited...

  • Page 106
    ... sale of refined products terminal and pipeline assets in Big Sandy, Texas and a $9 million non-cash impairment charge related to a cancelled software project for the crude oil acquisition and marketing business and a refined products pipeline project in Texas. Net income for the second quarter 2012...

  • Page 107
    ...Revenues Sales and other operating revenue: Unaffiliated customers ...Affiliates ...Other income ...Equity in earnings of subsidiaries ...Total Revenues ...Costs and Expenses Cost of products sold and operating expenses ...Depreciation and amortization expense ...Selling, general and administrative...

  • Page 108
    ... in earnings of subsidiaries ...Total Revenues ...Costs and Expenses Cost of products sold and operating expenses ...Depreciation and amortization expense ...Impairment charge and related matters ...Selling, general and administrative expenses ...Total Costs and Expenses ...Operating Income (Loss...

  • Page 109
    ... customers ...Affiliates ...Other income ...Equity in earnings of subsidiaries ...Total Revenues ...Costs and Expenses Cost of products sold and operating expenses ...Depreciation and amortization expense ...Impairment charge and related matters ...Selling, general and administrative expenses...

  • Page 110
    ... operating revenue: Unaffiliated customers ...Affiliates ...Other income ...Equity in earnings of subsidiaries ...Total Revenues ...Costs and Expenses Cost of products sold and operating expenses ...Depreciation and amortization expense ...Impairment charge ...Selling, general and administrative...

  • Page 111
    ...and Equity Accounts payable ...Accounts payable, affiliated companies ...Accrued liabilities ...Accrued taxes payable ...Total Current Liabilities ...Long-term debt ...Other deferred credits and liabilities ...Deferred income taxes ...Total Liabilities ...Equity Sunoco Logistics Partners L.P. equity...

  • Page 112
    ...Advances to affiliated companies ...Accounts receivable, net ...Inventories ...Total Current Assets ...Properties, plants and equipment, net ...Investment in affiliates ...Goodwill ...Intangible assets, net ...Other assets ...Total Assets ...Liabilities and Equity Accounts payable ...Current portion...

  • Page 113
    ... Total Net Cash Flows from Operating Activities ...Cash Flows from Investing Activities: Capital expenditures ...Intercompany ...Net cash provided by (used in) investing activities ...Cash Flows from Financing Activities: Distributions paid to limited and general partners ...Distributions...

  • Page 114
    ... from Operating Activities ...Cash Flows from Investing Activities: Capital expenditures ...Proceeds from divestments and related matters ...Intercompany ...Net cash provided by (used in) investing activities ...Cash Flows from Financing Activities: Distributions paid to limited and general partners...

  • Page 115
    ...Adjustments Total Net Cash Flows from Operating Activities ...Cash Flows from Investing Activities: Capital expenditures ...Acquisitions ...Intercompany ...Net cash provided by (used in) investing activities ...Cash Flows from Financing Activities: Distributions paid to limited and general partners...

  • Page 116
    ...Adjustments Total Net Cash Flows from Operating Activities ...Cash Flows from Investing Activities: Capital expenditures ...Acquisitions ...Intercompany ...Net cash provided by (used in) investing activities ...Cash Flows from Financing Activities: Distributions paid to limited and general partners...

  • Page 117
    ... in the Partnership's reports under the Exchange Act is accumulated and communicated to management, including the President and Chief Executive Officer and the Chief Financial Officer of Sunoco Partners LLC (the Partnership's general partner), as appropriate, to allow timely decisions regarding...

  • Page 118
    ...McCrea is President, Chief Operating Officer and Director of Energy Transfer Partners, L.L.C. ("ETP LLC"), the owner of ETP's general partner, they each recuse themselves from Compensation Committee decisions relating to equity compensation awards (including awards under the Sunoco Partners LLC Long...

  • Page 119
    ... group, or with any director or committee chairperson by writing to such parties in care of Kathleen Shea-Ballay, Senior Vice President, General Counsel and Secretary, Sunoco Partners LLC, 1818 Market Street, Suite 1500, Philadelphia, PA 19103-3615. Communications may be submitted confidentially and...

  • Page 120
    ...prior to his retirement from Energy Transfer, in October 2009, he served as Vice President of Mergers and Acquisitions. Since that time, he has been involved in private investments and currently serves as a member of the board of directors of the St. John Health System in Tulsa, Oklahoma, as well as...

  • Page 121
    ... offerings and mergers and acquisitions for more than 25 years. Mr. McCrea was elected as Chairman of the Board of Directors in October 2012. He has been a director of ETP's general partner since December 23, 2009. He is the President and Chief Operating Officer of ETP's general partner, and has...

  • Page 122
    ... refer to ETP's 2012 Annual Report on Form 10-K for further information on Mr. Salinas' compensation. Effective March 1, 2012, Lynn L. Elsenhans stepped down as Chief Executive Officer of Sunoco Partners LLC, our general partner and, effective May 3, 2012, she also stepped down as a director and...

  • Page 123
    ... our general partner was a participating employer in certain benefit plans sponsored by Sunoco, including its defined benefit pension plan. We reimbursed Sunoco for the benefits we received from our participation in these plans. During 2012, the compensation for our executive officers, including our...

  • Page 124
    ... executive officers with responsibilities similar in breadth and scope to the general partner at the publicly traded master limited partnership and general industry company level, for which such applicable data exists; and the mix of total compensation (including base salary, annual incentive award...

  • Page 125
    ... Annual Incentive Plan. The general partner's Annual Incentive Plan is designed to enhance the performance of key employees, including NEOs, by providing annual cash incentive opportunities for achievement of annual financial and operational performance goals. In particular, annual incentive awards...

  • Page 126
    ...) ...Safety (employee and contractor lost time rate) ...Organic Growth Funnel (projected EBITDA rom qualifying organic growth projects) ...Northeast Logistics Transformation ...Major Projects: West Texas Expansion ...Mariner West ...Butane Installations ... 10% 5% 5% 5% 5% 5% 5% The use of health...

  • Page 127
    ... of executive officers, key employees and directors with those of our common unitholders; to provide competitive compensation opportunities that can be realized through attainment of performance goals; and to provide an incentive to management for continuous employment with the general partner and...

  • Page 128
    ...the average daily closing market price of our common units during the last ten (10) trading days prior to the meeting at which the LTIP grant will be approved. Under no circumstances may the aggregate number of units granted to a single executive exceed the maximum applicable limit(s) under the LTIP...

  • Page 129
    ... publicly traded master limited partnerships having a business mix comparable to ours (the "LTIP Peer Group"). For the 2012 fiscal year, the LTIP Peer Group consisted of the following companies: Boardwalk Pipeline Partners, L.P.; Buckeye Partners LP; Crosstex Energy LP; El Paso Pipeline Partners...

  • Page 130
    ... are cashed out). All of the new LTIP grants made subsequent to the October 2012 Merger are all time-vesting grants that provide for vesting over a specified time period, conditioned solely upon continued employment (or Board service) as of each applicable vesting date, rather than vesting based...

  • Page 131
    ... Retirement Plan, except for the Code limits. Effective June 30, 2010, Sunoco froze benefits (including accrued and vested benefits) payable under this plan for all salaried employees, including the NEOs of our general partner who participate in this plan. The Sunoco, Inc. Executive Retirement Plan...

  • Page 132
    ... accounts, would have resulted in prohibited transactions under the Employee Retirement Income Security Act of 1974 ("ERISA"), the federal law that applies to retirement plans. For this reason, the liquidation of the Sunoco stock equivalent funds was completed prior to the closing of the Merger...

  • Page 133
    ... on an enterprise-wide basis to employees of the general partner and its affiliates. Executive officers receive the same benefits and are responsible to pay the same premium as other non-represented employees. Perquisites: In 2012, certain NEOs also received a limited number of personal benefits, or...

  • Page 134
    ... will receive a pro rata portion of the annual incentive award based on the level of attainment of applicable performance targets at the time of the change in control. The Sunoco Partners LLC Long-Term Incentive Plan provides that, in the event of a qualifying termination following a change in...

  • Page 135
    ... ($) Stock Awards(1) ($) Non-Equity Incentive Plan Compensation(2) ($) Total ($) M. J. Hennigan(5) ...2012 539,716 6,533,065 956,174 President and Chief 2011 488,300 881,954 680,200 Executive Officer 2010 296,051(7) 338,304(8) 312,883 M. Salinas, Jr...2012 Chief Financial Officer n/a n/a 212...

  • Page 136
    ...certain benefits in the event of termination of employment or a change in control of our general partner under the Sunoco Partners LLC Special Executive Severance Plan (the "SESP") for a period of two-years from the effective time of the Merger. The Offer Letter amended and limited the events giving...

  • Page 137
    ... compensation, retirement, health and other welfare benefit plans, offered to similarly situated executives of ETP. • • • (6) (7) (8) Ms. Elsenhans and Messrs. Colavita, MacDonald, and Salinas did not receive separate compensation for their services to us as either directors or officers...

  • Page 138
    ... Shares stock and Plan Awards(1) Awards(2) of Stock option Threshold Target Maximum Threshold Target Maximum or Units awards(3) Grant Date Name M. J. Hennigan ...03-01-2012 President and Chief 03-01-2012 Executive Officer 03-01-2012 12-05-2012 M. Salinas, Jr...01-26-2012 Chief Financial Officer...

  • Page 139
    ... as Chief Executive Officer, and again in December 2012, following the Merger with ETP. During 2012, Ms. Elsenhans, and Messrs. Colavita, MacDonald and Salinas did not participate in our general partner's annual cash incentive plan, nor did they receive any LTIP awards. OUTSTANDING EQUITY AWARDS AT...

  • Page 140
    ... concerning the vesting in 2012 of certain restricted units, previously awarded under the LTIP to the NEOs: Stock Awards Number of Shares Value Realized Acquired on Vesting(1) on Vesting(2) (#) ($) Name M. J. Hennigan ...President and Chief Executive Officer M. Salinas, Jr...Chief FinancialOfficer...

  • Page 141
    ... Accumulated Benefit Year-end 2012(2) ($) Payments During Last Fiscal Year ($) Name (3) Plan Number of Years Credited Service(1) (#) M. J. Hennigan ...SCIRP (Qualified) President and Chief Executive Officer Pension Restoration SERP M. Salinas, Jr. (4) ...SCIRP (Qualified) Chief Financial Officer...

  • Page 142
    ... Plan for Former Sunoco Executives. Mr. Salinas is employed by ETP's general partner, and does not participate in any of the Sunoco, Inc. pension benefit plans. We do not reimburse Sunoco for the cost of pension benefits for Ms. Elsenhans, or Messrs. Colavita and MacDonald. Their retirement benefits...

  • Page 143
    ... that may be taken into account in calculating retirement benefits, under the plan. For 2010 and 2011, the limit on the compensation that may be used was $245,000. The limit on annual benefits payable for an employee retiring in 2012 was $250,000. Benefits in excess of those permitted under...

  • Page 144
    ... retirement benefit. Ms. Elsenhans and Messrs. Hennigan and MacDonald were eligible to participate in this program. In connection with her stepping down as Chief Executive Officer and Chairman of Sunoco, Ms. Elsenhans entered into a termination agreement with Sunoco, pursuant to which she received...

  • Page 145
    ... NEOs in 2012, under the Sunoco, Inc. Savings Restoration Plan ("Savings Restoration Plan"), a nonqualified plan made available to employees who participate in the Sunoco, Inc. Capital Accumulation Plan, or SunCAP, (Sunoco's 401(k) plan) and who may be subject to Code limits on compensation and/or...

  • Page 146
    ... are met. Sunoco Partners LLC Annual Incentive Plan: If an NEO voluntarily terminates employment prior to December 31 of the plan year, other than by retirement, he or she would not receive any incentive award for that year. Vacation Benefits: Each NEO would be entitled to receive payment for his or...

  • Page 147
    ... Benefits: Each NEO would receive payment for his or her accrued vacation, which benefit is generally provided to active employees of the Partnership's general partner. Sunoco Partners LLC Executive Involuntary Severance Plan ("Involuntary Severance Plan"): Executives whose employment is terminated...

  • Page 148
    ...to time in the Sunoco, Inc. stock plans; or the general partner of the Partnership ceases to be an affiliate of Sunoco. • • There is a "double trigger" mechanism for the payment of severance benefits under this plan, requiring both a change of control and a qualifying termination of employment...

  • Page 149
    ... after separation from service with Sunoco pursuant to Code Section 409A. • • Change of Control-Regardless of Termination • Sunoco Partners LLC Annual Incentive Plan: If a change of control occurs, (a "single trigger") an NEO would receive a pro rata portion of the annual incentive based on...

  • Page 150
    ... terms of those plans. Medical and Life Insurance: Medical and life insurance coverage would be available to the NEO on the same basis as to other disabled employees. Long Term Disability: An NEO would receive benefits, including Social Security, up to 60 percent of total annual compensation or $25...

  • Page 151
    Sunoco Logistics Partners L.P. Other Potential Post-Employment Payments as of December 31, 2012 Michael J. Hennigan President and Chief Operating Officer Voluntary Termination ($) Involuntary Termination Termination for Cause Not for Cause ($) ($) Change in Control ($) Type of Benefit Death ($) ...

  • Page 152
    ... scenarios. Reimbursement for outplacement services ($25,000) as provided by our general partner. Pursuant to the terms of a November 2, 2011 letter agreement, Mr. Hennigan will receive a lump sum payment of $150,000 in lieu of our general partner's regular subsidy for post-employment benefits. 150

  • Page 153
    ... Termination Not for Cause ($) Change in Control ($) Type of Benefit Death ($) Disability ($) Cash Severance Base Salary ...Annual Incentive ...Total Cash Severance ...Additional Pension Benefits ...Unit Ownership (2) Performance-Based RSU (2011-2013) ...Performance-Based RSU (2012-2014) ...Time...

  • Page 154
    ... Termination Not for Cause ($) Change in Control ($) Type of Benefit Death ($) Cash Severance Base Salary(1) ...Annual Incentive(2) ...Total Cash Severance ...Additional Pension Benefits ...Unit Ownership(3) Performance-Based RSU (2011-2013)(4) ...Performance-Based RSU (2012-2014)(4) ...Time...

  • Page 155
    Sunoco Logistics Partners L.P. Other Potential Post-Employment Payments as of December 31, 2012 Lynn L. Elsenhans(1) Former Chairman, President and Chief Executive Officer Involuntary Termination Not for Cause (1) ($) Type of Benefit Cash Severance Base Salary ...Annual Incentive ...Total Cash ...

  • Page 156
    ... ($) Termination for Cause ($) Change in Control(2) ($) Cash Severance Base Salary ...Annual Incentive ...Total Cash Severance ...Additional Pension Benefits ...Unit Ownership (3) Performance-Based RSU (2011-2013) ...Performance-Based RSU (2012-2014) ...Time-Vested RSUs ...Total Unit Ownership...

  • Page 157
    ... Termination Not for Cause ($) Change in Control ($) Type of Benefit Death ($) Disability ($) Cash Severance Base Salary ...Annual Incentive ...Total Cash Severance ...Additional Pension Benefits ...Unit Ownership (2) Performance-Based RSU (2011-2013) ...Performance-Based RSU (2012-2014) ...Time...

  • Page 158
    ... received no compensation under this new program during 2012. Director Compensation Program Prior to the Merger with ETP: Prior to the consummation, on October 5, 2012, of the Merger of Sunoco with Energy Transfer Partners, L.P., each non-employee director of our general partner received an annual...

  • Page 159
    ...payments of applicable retainers and fees received by directors during 2012 The annual retainer in the form of restricted units (automatically deferred, in accordance with terms of the Sunoco Partners LLC Directors' Deferred Compensation Plan), was converted to cash and paid out following the Merger...

  • Page 160
    ... by us and from our peer companies' results, so that the Compensation Committee members may understand how the exercise of management judgment in accounting and financial decisions affects plan payouts. We maintain unit ownership guidelines for our top executives. The amount of our common units...

  • Page 161
    ... Board of Directors of Sunoco Partners LLC (the "Company") reviews and approves the Company's executive compensation philosophy; reviews and recommends to the Board for approval the Company's short-and long-term compensation plans; reviews and approves the executive compensation programs and awards...

  • Page 162
    ...") of the Board of Directors of Sunoco Partners LLC (the "Company") reviews the Partnership's financial reporting process on behalf of the Board of Directors of the Company. The Company is the general partner of the Partnership. Our management is responsible for the financial statements and the...

  • Page 163
    ...to executive officers, directors, and other key employees. For more information about this plan (which did not require approval by our limited partners at the time of its adoption in 2002), refer to "Item 11-Executive Compensation." EQUITY COMPENSATION PLAN INFORMATION(1) (a) Number of securities to...

  • Page 164
    ... restricted units. Prior to the October 5, 2012 Merger of Sunoco, Inc. with Energy Transfer Partners, L.P., Sunoco Partners LLC was owned by the following members: Sun Pipe Line Company (63.6 percent); Sunoco, Inc. (R&M) (17.4 percent); and Atlantic Refining & Marketing Corp. (19.0 percent), each of...

  • Page 165
    ... information regarding beneficial ownership of the common units representing limited partnership interests of Energy Transfer Partners, L.P., as of December 31, 2012, by directors of our general partner, by each NEO and by all directors and executive officers of our general partner, as a group...

  • Page 166
    ... common units, representing a 32.3 percent limited partner interest in us. The general partner's ability to manage and operate us effectively gives the general partner the ability to control us. On October 5, 2012, Sunoco, Inc. ("Sunoco") was acquired by Energy Transfer Partners, L.P. ("ETP"). Prior...

  • Page 167
    ..., 2012 2011 (in millions) Type of Fee Audit Fees(1) ...Audit Related Fees ...Tax Fees ...All Other Fees ... $ 1.3 - - - $ 1.3 $ 1.3 - - - $ 1.3 (1) Audit fees consist of fees for the audit of the Partnership's annual consolidated financial statements, review of consolidated financial statements...

  • Page 168
    ..., acting pursuant to such delegated authority, are reviewed by the full membership of the Audit Committee at its next regular meeting. Management of the general partner provides periodic updates to the Audit Committee regarding the extent of any services provided in accordance with this pre-approval...

  • Page 169
    ... required are included in the financial statements or notes thereto. (3) Exhibits: Exhibit No. Description 2.1* Asset and Membership Interest Purchase and Sale Agreement between Texon Distribution L.P. and Butane Acquisition I LLC, dated as of June 25, 2010 (incorporated by reference to Exhibit...

  • Page 170
    ... Pipe Line Services (Out) LLC, Atlantic Petroleum Delaware Corporation, Atlantic Pipeline (Out) L.P., Sunoco Partners LLC, Sunoco Partners Lease Acquisition & Marketing LLC, Sunoco Logistics Partners L.P., Sunoco Logistics Partners GP LLC, Sunoco Pipeline L.P., Sunoco Partners Marketing & Terminals...

  • Page 171
    ... Form 10-Q, file No. 1-31219, filed August 4, 2010) Amendment No. 2012-2 to the Sunoco Partners LLC Special Executive Severance Plan (incorporated by reference to Exhibit 10.1 of Form 8-K, file No. 1-31219, filed January 7, 2013) Crude Oil Pipeline Throughput and Deficiency Agreement between Motiva...

  • Page 172
    ... Officer Certification Pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. § 1350 Agreement and Plan of Merger, dated as of April 29, 2012 by and among Sunoco, Inc., Energy Transfer Partners, L.P., Sam Acquisition Corporation, Energy Transfer Partners GP, L.P., and, for certain limited purposes...

  • Page 173
    ... persons on behalf of the registrant and in the capacities indicated on March 1, 2013. STEVEN R. ANDERSON* Steven R. Anderson Director of Sunoco Partners LLC, General Partner of Sunoco Logistics Partners L.P. MICHAEL J. HENNIGAN* Michael J. Hennigan Director, President and Chief Executive Officer...

  • Page 174
    ... the Sunoco Partners LLC Long-Term Incentive Plan (the "Plan") which is administered by the Compensation Committee of the Company's Board of Directors (the "Committee"); and WHEREAS, the Committee has determined to make an award to the Participant of Restricted Units, representing rights to receive...

  • Page 175
    ... SHALL GOVERN. 2.6 Notices. Communications shall be addressed and directed to the parties, as follows, or to such other address or recipient for a party as may be hereafter notified by such party hereunder: (a) if to the Company: Sunoco Partners LLC 1818 Market Street-15th Floor Philadelphia, PA...

  • Page 176
    ... be deemed to have been duly given or made upon actual receipt by the Company. (b) if to the Participant: to the address for Participant as it appears on the Company's records. 2.7 Severability. If any provision hereof is found by a court of competent jurisdiction to be prohibited or unenforceable...

  • Page 177
    IN WITNESS WHEREOF, the parties have executed this Agreement, as of the date first above written. SUNOCO PARTNERS LLC By: Name: Title: Participant: By: Name: Title:

  • Page 178
    ...Pipeline Company and West Texas Gulf Pipe Line Company, from the date of the Partnership's acquisition of its controlling financial interest. Represents dividends received from equity-method investments, which exclude dividends from Inland Corporation, Mid-Valley Pipeline Company and West Texas Gulf...

  • Page 179
    ...Operations L.P. Sunoco Logistics Partners Operations GP LLC Sunoco Partners Lease Acquisition & Marketing LLC Sunoco Partners Marketing & Terminals L.P. Butane Acquisition I LLC Sunoco Partners Butane Blending LLC Sunoco Pipeline L.P. Sunoco Pipeline Acquisition LLC Sun Pipe Line Company of Delaware...

  • Page 180
    ...representing limited partnership interests) and debt of Sunoco Logistics Partners Operations L.P. (as issuer of debt securities), and in the Registration Statement (Form S-8 No. 333-96897) pertaining to the Sunoco Partners LLC Long-Term Incentive Plan of Sunoco Logistics Partners L.P. of our reports...

  • Page 181
    ... or officer, or both, of the Company, as hereinafter set forth opposite his or her signature, to sign and to file the Sunoco Logistics Partners L.P. Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2012, and any and all amendments, with...

  • Page 182
    ... Thomas P. Mason Director, President and Chief Executive Officer (Principal Executive Officer) Director /S/ /S/ Director /S/ Director /S/ Director /S/ MARSHALL S. MCCREA III Marshall S. McCrea III MICHAEL D. GALTMAN Michael D. Galtman Director (Chairman) /S/ Chief Accounting Officer and...

  • Page 183
    ...and Chief Executive Officer of Sunoco Partners LLC, the general partner of the registrant Sunoco Logistics Partners L.P., certify that: 1. 2. I have reviewed this annual report on Form 10-K of Sunoco Logistics Partners L.P.; Based on my knowledge, this report does not contain any untrue statement of...

  • Page 184
    ...., Chief Financial Officer of Sunoco Partners LLC, the general partner of the registrant Sunoco Logistics Partners L.P., certify that: 1. 2. I have reviewed this annual report on Form 10-K of Sunoco Logistics Partners L.P.; Based on my knowledge, this report does not contain any untrue statement of...

  • Page 185
    ...being, respectively, the President and Chief Executive Officer and Martin Salinas, Jr., being, respectively, the Chief Financial Officer, of Sunoco Partners LLC, the general partner of the registrant Sunoco Logistics Partners L.P., do each certify that the registrant's Annual Report on Form 10-K for...