Sunoco 2013 Annual Report Download - page 25

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23
privacy of personal information, regulatory penalties, disruption of our operations, damage to our reputation, and cause a loss
of confidence in our products and services, which could adversely affect our business.
Our operations could be disrupted if our information systems fail, causing increased expenses and/or loss of sales.
Our business is highly dependent on financial, accounting and other data processing systems and other communications
and information systems. We process a large number of transactions on a daily basis and rely upon the proper functioning of
computer systems. If a key system was to fail or experience unscheduled downtime for any reason, even if only for a short
period, our operations and financial results could be affected adversely. Our systems could be damaged or interrupted by a
security breach, fire, flood, power loss, telecommunications failure or similar event. We have a formal disaster recovery plan in
place, but this plan may not entirely prevent delays or other complications that could arise from an information systems failure.
Our business interruption insurance may not compensate us adequately for losses that may occur.
Our business could be affected adversely by union disputes and strikes or work stoppages by our unionized employees.
As of December 31, 2013, approximately 47 percent of our workforce was covered by a number of collective bargaining
agreements with various terms and dates of expirations. There can be no assurances that we will not experience a work
stoppage in the future as a result of labor disagreements. Any work stoppages could have a material adverse effect on our
business, financial position, results of operations or cash flows.
We do not control, and therefore may not be able to cause or prevent certain actions by, certain of our joint ventures.
Certain of our joint ventures have their own governing boards, and we may not control all of the decisions of those
boards. Consequently, it may be difficult or impossible for us to cause the joint venture entity to take actions that we believe
would be in our or the joint venture's best interests. Likewise, we may be unable to prevent actions of the joint venture.
RISKS RELATED TO OUR PARTNERSHIP STRUCTURE
Our general partner's discretion in determining the level of cash reserves may adversely affect our ability to make cash
distributions to our unitholders.
Our partnership agreement provides that our general partner may reduce our operating surplus by establishing cash
reserves to provide funds for our future operating expenditures. In addition, the partnership agreement provides that our general
partner may reduce available cash by establishing cash reserves for the proper conduct of our business, to comply with
applicable law or agreements to which we are a party or to provide funds for future distributions to our unitholders in any one
or more of the next four quarters. These cash reserves will affect the amount of cash available for current distribution to our
unitholders.
Even if unitholders are dissatisfied, they have limited rights under the partnership agreement to remove our general partner
without its consent, which could lower the trading price of the common units.
The partnership agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire
information about our operations, as well as other provisions limiting the unitholders' ability to influence the manner or
direction of management. Unlike the 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 no right to elect our general partner or its
board of directors on an annual or other continuing basis. The board of directors of our general partner is chosen by ETP, the
controlling member of our general partner. Furthermore, if the unitholders are dissatisfied with the performance of our general
partner, they will have little ability to remove our general partner. As a result of these limitations, the price at which the
common units trade could be diminished because of the absence or reduction of a control premium in the trading price.
The control of our general partner may be transferred to a third party without unitholder consent.
Our general partner has the right to transfer its general partner interest to a third party in a merger or in a sale of all or
substantially all of its assets without the consent of the unitholders. Furthermore, there is no restriction in the partnership
agreement on the ability of the owner of our general partner from transferring its ownership interest in the general partner to a
third party. The new owner of our general partner would then be in a position to replace the board of directors and officers of
the general partner with its own appointees.