Sunoco 2013 Annual Report Download - page 51

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companies, which represents our cash held by Sunoco in connection with our participation in Sunoco's cash management
program.
Net cash provided by financing activities of $244 million in 2013 was primarily related to $691 million of net proceeds
from the January 2013 offering of the 2023 and 2043 Senior Notes and $96 million of net borrowings under our revolving
credit facilities. These sources of cash were partially offset by $353 million of distributions to partners and a $183 million
increase in advances to affiliated companies.
Net cash used in financing activities of $330 million for the periods in 2012 was primarily attributable to $252 million in
distributions paid to the limited partners and the general partner and the $250 million repayment of the 7.25 percent Senior
Notes in February 2012. These uses were partially offset by net borrowings under the revolving credit facilities of $139 million.
In 2011, the $182 million of cash provided by financing activities was primarily attributable to $595 million of net
proceeds from the issuance of Senior Notes. These proceeds were primarily used to pay down outstanding borrowings under the
revolving credit facilities, which were used 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 repayment of the $100 million
promissory note to Sunoco; an increase in advances to affiliates of $63 million; and $31 million of net repayments under our
revolving credit facilities.
Capital Requirements
Our operations are capital intensive, requiring significant investment to maintain, upgrade and enhance existing assets
and to meet environmental and operational regulations. The capital requirements have consisted, and are expected to continue
to consist, primarily of:
• Expansion capital expenditures to acquire and integrate complementary assets to improve operational efficiencies or
reduce costs and to expand existing and construct new facilities, such as projects that increase storage or throughput
volume,
• Maintenance capital expenditures that extend the usefulness of existing assets, such as those required to maintain
equipment reliability, tankage and pipeline integrity and safety, and to address environmental regulations, and
• Major acquisitions to acquire and integrate complementary assets to grow the business, to improve operational
efficiencies or reduce costs.
The following table summarizes maintenance and expansion capital expenditures, including amounts paid for
acquisitions, for the year ended December 31, 2013, the periods from October 5, 2012 to December 31, 2012 and from
January 1, 2012 to October 4, 2012, and for the year ended December 31, 2011:
Successor Predecessor
Year Ended
December 31,
2013
Period from Acquisition
(October 5, 2012) to
December 31, 2012
Period from
January 1, 2012 to
October 4, 2012
Year Ended
December 31,
2011
(in millions) (in millions)
Expansion $ 965 $ 118 $ 206 $ 171
Maintenance 53 21 29 42
Major Acquisitions 60 — — 396
Total $ 1,078 $ 139 $ 235 $ 609
In 2013, our expansion capital included projects to: invest in our crude oil infrastructure by increasing our pipeline
capabilities through previously announced organic expansion projects in Texas and Oklahoma; expand upon refined products
acquisition and marketing services; upgrade the service capabilities at the Eagle Point and Nederland terminals; and invest in
the previously-announced Mariner and Allegheny Access projects. Expansion capital expenditures in the 2012 periods also
included spending related to investment in our crude oil infrastructure, the expansion of service capabilities at the Eagle Point
and Nederland terminals, the Mariner projects and our refined products acquisition and marketing services, in addition to
expansion of the crude trucking fleet. Expansion capital for 2011 included projects to expand upon our refined products
acquisition and marketing services, increase tankage at the Nederland facility, increase connectivity of the crude oil pipeline
assets in Texas and increase our crude oil trucking fleet to meet the demand for transportation services in the southwest United
States.
Management expects expansion capital projects to total at least $1.3 billion in 2014, excluding major acquisitions.
Projected expansion capital includes spending to capture more value from existing assets such as the Marcus Hook Facility, the