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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
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.)
3807 West Chester Pike, Newtown Square, PA 19073
(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 6.125%, due May 15, 2016 New York Stock Exchange
Senior Notes 5.50%, due February 15, 2020 New York Stock Exchange
Senior Notes 4.40%, due April 1, 2021 New York Stock Exchange
Senior Notes 4.65%, due February 15, 2022 New York Stock Exchange
Senior Notes 3.45%, due January 15, 2023 New York Stock Exchange
Senior Notes 4.25%, due April 1, 2024 New York Stock Exchange
Senior Notes 5.95%, due December 1, 2025 New York Stock Exchange
Senior Notes 6.85%, due February 15, 2040 New York Stock Exchange
Senior Notes 6.10%, due February 15, 2042 New York Stock Exchange
Senior Notes 4.95%, due January 15, 2043 New York Stock Exchange
Senior Notes 5.30%, due April 1, 2044 New York Stock Exchange
Senior Notes 5.35%, due May 15, 2045 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 Act. Yes No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
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 No
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 No
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 Accelerated 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 Exchange Act). Yes No
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 $7.0 billion as of June 30, 2015, based on $38.03 per unit, the closing price of the Common Units as reported on the New York Stock
Exchange on that date. At February 25, 2016, the number of the registrant’s Common and Class B Units outstanding were 272,701,754 and 9,416,196,
respectively.
DOCUMENTS INCORPORATED BY REFERENCE: NONE

Table of contents

  • Page 1
    ...the General Partner of the registrant, Sunoco Partners LLC, as if they may be affiliates of the registrant)) was $7.0 billion as of June 30, 2015, based on $38.03 per unit, the closing price of the Common Units as reported on the New York Stock Exchange on that date. At February 25, 2016, the number...

  • Page 2
    ... CORPORATE GOVERNANCE EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITYHOLDER MATTERS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE PRINCIPAL ACCOUNTING FEES AND SERVICES EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

  • Page 3
    ...consequences; Restrictive covenants in our credit agreements; Changes in our, or our general partner's, credit ratings, as assigned by ratings agencies; The condition of the debt and equity capital markets in the United States, and our ability to raise capital in a cost-effective way; Performance of...

  • Page 4
    ... traded Delaware limited partnership ("ETP"). The principal executive offices of Sunoco Partners LLC, our general partner, are located at 3807 West Chester Pike, Newtown Square, PA 19073 (telephone (866) 248-4344). Our website address is www.sunocologistics.com. During the fourth quarter 2015...

  • Page 5
    ... owned with ETP and Phillips 66. Commercial operations are expected to begin in the first quarter 2016. In December 2014 and January 2015, we acquired an additional 39.7 percent ownership interest in the West Texas Gulf Pipe Line Company ("West Texas Gulf") which originates in Colorado City and...

  • Page 6
    ... oil to a number of refineries. Revenues throughout our crude oil pipeline systems are generated from tariffs paid by shippers utilizing our transportation services. These tariffs are filed with the Federal Energy Regulatory Commissions ("FERC") and other state regulatory agencies, as applicable...

  • Page 7
    ... receives crude oil from the Fort Mifflin terminal and Hog Island wharf via our pipelines. The tank farm then stores the crude oil and transports it to the Philadelphia refinery via our pipelines. Eagle Point The Eagle Point terminal is located in Westville, New Jersey and consists of docks, truck...

  • Page 8
    ...; storing inventory during contango market conditions (when the price of crude oil for future delivery is higher than current prices); buying and selling crude oil of different grades, at different locations in order to maximize value; transporting crude oil using our pipelines, terminals and trucks...

  • Page 9
    ... United States with the majority located on our pipeline systems. Approximately 620 crude oil truck drivers are employed by an affiliate of our general partner and we own and operate a proprietary fleet of approximately 375 crude oil transport trucks. The crude oil truck drivers pick up crude oil at...

  • Page 10
    ... Marcus Hook Industrial Complex on the Delaware River, where they are processed, stored and distributed to local, domestic and waterborne markets. The first phase of the project, referred to as Mariner East 1, consisted of interstate and intrastate propane and ethane service and commenced operations...

  • Page 11
    .... The facility can receive NGLs via marine vessel, pipeline, truck and rail, and can deliver via marine vessel, pipeline and truck. In addition to providing NGLs storage and terminalling services to both affiliates and third-party customers, the Marcus Hook Industrial Complex currently serves as...

  • Page 12
    ...42 million, increasing the Partnership's ownership interest from 9.4 to 13.3 percent. In May 2011, we acquired an 83.8 percent equity interest in Inland from an affiliated entity and Shell Oil Company. The pipeline connects three refineries in Ohio to terminals and major markets within the state. As...

  • Page 13
    ... ownership interest in a terminal that we operate in Syracuse, New York. The storage capacities included in the table represent the proportionate share of capacity attributable to our ownership interests in these terminals. Eagle Point In additional to crude oil service, the Eagle Point terminal...

  • Page 14
    ... served Sunoco's Marcus Hook refinery and generated revenue from the related throughput and storage. In 2012, the main processing units at the refinery were idled in connection with Sunoco's exit from its refining business. The terminal continues to receive and deliver refined products via pipeline...

  • Page 15
    ... oil pipelines, and the Montello control center primarily monitors and controls our NGLs and refined products 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...

  • Page 16
    ...of the Nederland terminal are its refinery customers' docks and other terminal facilities located in the Beaumont, Texas area with similar capabilities to distribute these commodities to the end-user markets. Our Marcus Hook Industrial Complex has the capability to handle the processing, storage and...

  • Page 17
    ... monetary cap on this indemnification from Sunoco. In addition, this indemnification applies to the following, purchased from Sunoco subsequent to the IPO: interests in the Mesa Pipeline System, Mid-Valley, West Texas Gulf, Inland, Marcus Hook Industrial Complex, as well as the Eagle Point Tank Farm...

  • Page 18
    ...Clean Water Act and some state laws require that containment dikes and similar structures be installed to help prevent the impact on navigable waters in the event of a release. The Department of Transportation Pipeline Hazardous Materials Administration, the EPA, or various state regulatory agencies...

  • Page 19
    ... in relation to our operations, financial position or cash flows at December 31, 2015. We have implemented an extensive inspection program to prevent releases of crude oil, NGLs or refined products into the environment from our pipelines, gathering systems, and terminals. Any damages and liabilities...

  • Page 20
    ... will materially interfere with their use in the operation of our 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 2,500 people at December 31, 2015 who provide direct support to the...

  • Page 21
    ... transported through our integrated pipelines, terminal facilities and acquisition and marketing assets depends on the availability of attractively priced crude oil produced or received in the areas served by our assets. A period of sustained crude oil price declines, as experienced in 2014 and 2015...

  • Page 22
    ... period of time could have a material adverse effect on our results of operations, financial position, or cash flows. Similarly, our crude oil, NGLs and refined products acquisition and marketing businesses are dependent upon our pipelines and third-party pipelines to transport their products...

  • Page 23
    Our forecasted operating results also are based upon our projections of future market fundamentals that are not within our control, including changes in general economic conditions, availability to our customers of attractively priced alternative supplies of crude oil, NGLs and refined products and ...

  • Page 24
    ... protection and operational safety that could require substantial expenditures. Our pipelines, gathering systems, and terminal operations are subject to increasingly strict environmental and safety laws and regulations. The transportation and storage of crude oil, NGLs and refined products...

  • Page 25
    ...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 26
    ...or otherwise maintain the right to utilize such facilities and equipment on acceptable terms, or the increased costs to maintain such rights, could have a material adverse effect on our results of operations and cash flows. A portion of our general and administrative services have been outsourced to...

  • Page 27
    ... business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personal identification information of our employees, in our data centers and on our networks. The secure processing...

  • Page 28
    ... 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...

  • Page 29
    ...purchases and sales, capital expenditures, borrowings, issuance of additional partnership securities, and reserves, each of which can affect the amount of cash available for distribution to our unitholders and the amount received by our general partner in respect of its incentive distribution rights...

  • Page 30
    ... obligations to the same extent as a general partner if a state or federal court determined that: • • we had been conducting business in any state without complying with the applicable limited partnership statute; or the right or the exercise of the right by the unitholders as a group to remove...

  • Page 31
    ... 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 32
    ...types of organizations to accumulate cash, which may limit cash available to service our debt or to repay debt at maturity. Our partnership agreement requires us to distribute 100 percent of our available cash to our general partner and Sunoco Logistics Partners L.P. within 45 days following the end...

  • Page 33
    ... how state and local tax authorities will respond to the new regime. The Partnership is closely monitoring the development and issuance of regulations or other additional guidance under the new partnership audit regime. The sale or exchange of 50 percent or more of our capital and profit interests...

  • Page 34
    ... plans, will be unrelated business taxable income and will be taxable to them. Distributions to non-U.S. persons will be reduced by withholding taxes at the highest applicable effective tax rate, and non-U.S. persons will be required to file U.S. federal tax returns and pay tax on their share...

  • Page 35
    ... units, may be modified by administrative, legislative or judicial interpretation at any time. For example, from time to time, members of Congress propose and consider substantive changes to the existing federal income tax laws that affect publicly traded partnerships. One such legislative proposal...

  • Page 36
    ... other transactions, we determine the fair market value of our assets and allocate any unrealized gain or loss attributable to such assets to the capital accounts of our unitholders and our general partner. Although we may from time to time consult with professional appraisers regarding valuation...

  • Page 37
    ITEM 1B. None. UNRESOLVED STAFF COMMENTS ITEM 2. PROPERTIES See Item 1. (c) for a description of the locations and general character of our material properties. 35

  • Page 38
    ...cannot be reasonably determined at this time, however, the Partnership does not expect there to be a material impact to its results of operations, cash flows, or financial position. One of the directors of our general partner, James R. ("Rick") Perry, the former Governor of Texas, has been named the...

  • Page 39
    ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 37

  • Page 40
    ... PURCHASES OF EQUITY SECURITIES Our common units are listed on the New York Stock Exchange under the symbol "SXL" beginning on February 5, 2002. At the close of business on February 25, 2016, there were 59 holders of record of our common units. These holders of record included the general partner...

  • Page 41
    ... the target distribution levels and distribution "splits" between the general partner and the holders of our common units: Marginal Percentage Interest in Distributions General Partner Unitholders Total Quarterly Distribution Target Amount Minimum Quarterly Distribution First Target Distribution...

  • Page 42
    ... 1, 2012 to October 4, 2012 Predecessor Year Ended December 31, 2011 (in millions, except per unit data) (in millions, except per unit data) Income Statement Data: Revenues: Sales and other operating revenue: Unaffiliated customers Affiliates Gain on divestment and related matters Total revenues...

  • Page 43
    ... under United States generally accepted accounting principles ("GAAP"), and Adjusted EBITDA and Distributable Cash Flow and (b) net cash provided by operating activities and Adjusted EBITDA: Successor Year Ended December 31, 2015 2014 2013 (in millions) Period from Acquisition, October 5, 2012 to...

  • Page 44
    ... income tax (expense) benefit Regulatory matters excluded from Adjusted EBITDA Claim for (recovery of) environmental liability Equity in earnings of unconsolidated affiliates Distributions from unconsolidated affiliates Net change in working capital pertaining to operating activities Unrealized...

  • Page 45
    ... butane blending services, increase tankage at the Nederland terminal, 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. Cash flows related to acquisitions in 2011...

  • Page 46
    ...July 2011 and August 2011, we acquired the Eagle Point Tank Farm and a refined products terminal located in East Boston, Massachusetts, respectively. Volumes and revenues for these acquisitions are included from their acquisition dates. Represents total segment sales and other operating revenue less...

  • Page 47
    ...in West Texas Gulf was acquired in January 2015. The pipeline is now wholly-owned and continues to be reported in our Crude Oil segment. EDF Trading - In May 2014, we acquired a crude oil purchasing and marketing business from EDF Trading North America, LLC ("EDF"). The purchase consisted of a crude...

  • Page 48
    ... Marcus Hook Industrial Complex on the Delaware River, where they are processed, stored and distributed to local, domestic and waterborne markets. The first phase of the project, referred to as Mariner East 1, consisted of interstate and intrastate propane and ethane service and commenced operations...

  • Page 49
    ... conservative capital structure. Sunoco Logistics Partners Operations L.P. (the "Operating Partnership"), our wholly-owned subsidiary, maintains a $2.50 billion Credit Facility (including commercial paper issuances), which contains an "accordion" feature, that, under certain conditions, may increase...

  • Page 50
    Results of Operations Year Ended December 31, 2015 Statements of Income Sales and other operating revenue: Unaffiliated customers Affiliates Total revenues Cost of products sold Operating expenses (1) (1) 2014 (in millions, except per unit data) 2013 $ 9,971 515 10,486 9,145 164 103 382 162 9,...

  • Page 51
    ... charge and other matters Provision for income taxes Non-cash compensation expense Unrealized losses (gains) on commodity risk management activities Amortization of excess equity method investment Proportionate share of unconsolidated affiliates' interest, depreciation and provision for income...

  • Page 52
    ... 2015 and 2014, and lower operating results from our Crude Oil segment. Net income attributable to Sunoco Logistics Partners L.P. was $291 and $463 million for the years ended December 31, 2014 and 2013, respectively. Results in 2014 included a $258 million non-cash inventory write down of crude oil...

  • Page 53
    ..., store, or buy and sell. Generally, we expect a base level of earnings from our Crude Oil segment that may be optimized and enhanced when there is a high level of market volatility, favorable basis differentials and/or a steep contango or backwardated structure. Our management believes gross profit...

  • Page 54
    ... selling, general and administrative expenses attributable to growth projects ($3 million) also contributed to the decrease. This impact was partially offset by improved contributions from our crude oil pipelines ($29 million) which benefited from expansion projects placed into service in 2014...

  • Page 55
    ... benefited from a full year of results from the Marcus Hook Industrial Complex, increased margins, and favorable inventory timing compared to the prior year period. Higher contributions from our NGLs pipelines ($38 million) were largely driven by our Mariner West project which commenced operations...

  • Page 56
    ... results from our refined products pipelines ($33 million) driven largely by the commencement of operations on our Allegheny Access project in 2015. Terminalling activities at our refined products marketing terminals, as well as our Eagle Point and Marcus Hook facilities, increased compared to the...

  • Page 57
    ... units directly to the public and raise capital in a timely and efficient manner to finance our growth capital program, while supporting our investment grade credit ratings. In the third quarters of 2014 and 2015, respectively, we filed registration statements which each established an additional...

  • Page 58
    ...facility; and changes to advances to affiliated companies, which prior to our transition away from Sunoco's cash management program in 2014, represented our cash held by Sunoco in connection with our participation in that program. Net cash provided by financing activities of $2.2 billion in 2015 was...

  • Page 59
    ... ended December 31, 2015, 2014 and 2013 consisted primarily of projects to: invest in our crude oil infrastructure by increasing our pipeline capabilities through announced expansion capital and joint projects; continue to invest in our announced Mariner NGLs projects and Allegheny Access refined...

  • Page 60
    ... 31, 2015 crude oil prices. Actual amounts to be paid in regards to these obligations will be based upon market prices or formula-based market prices during the period of purchase. For further discussion of our crude oil acquisition and marketing activities, see Item 1. "Business-Crude Oil." Off...

  • Page 61
    ...our butane blending services. Customer relationship intangible assets represent the estimated economic value assigned to certain relationships acquired in connection with business combinations or asset purchases whereby (i) we acquired information about or access to customers, (ii) the customers now...

  • Page 62
    ... whereby ratios of business enterprise value to EBITDA of comparable companies was used to estimate the fair value of our reporting units. Management established fair value by comparing the reporting unit to other companies that are similar, from an operational or industry perspective, and by...

  • Page 63
    ... of Sunoco ETP acquired our general partner and certain limited partner interests in the fourth quarter 2012. We have various operating and administrative agreements with ETP and its affiliates, including the agreements described below. ETP and its affiliates perform the administrative functions...

  • Page 64
    ... pay ETP an annual administrative fee that includes expenses incurred by ETP and its affiliates to perform centralized corporate functions, such as legal, accounting, engineering, information technology, insurance, and other corporate services, including the administration of employee benefit plans...

  • Page 65
    ... to an affiliated account. In the fourth quarter 2013, we established separate cash accounts to process our own cash receipts and disbursements. Upon completion of the transition for our customers and vendors in the third quarter 2014, we ceased participation in Sunoco's cash management program. 63

  • Page 66
    ... contracts as economic hedges against price changes related to our forecasted crude oil, NGLs and refined products purchase and sales activities with contracts intended to have equal and opposite effects of the purchase and sales activities. At December 31, 2015, the fair market value of our open...

  • Page 67
    ... 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 Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as...

  • Page 68
    ... 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, 2015, and our report dated February 26, 2016 expressed an unqualified opinion on those...

  • Page 69
    ...the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the...

  • Page 70
    SUNOCO LOGISTICS PARTNERS L.P. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions, except per unit amounts) Year Ended December 31, 2015 2014 2013 Revenues Sales and other operating revenue: Unaffiliated customers Affiliates (Note 4) Total Revenues Costs and Expenses Cost of products sold...

  • Page 71
    SUNOCO LOGISTICS PARTNERS L.P. CONSOLIDATED BALANCE SHEETS (in millions) December 31, 2015 2014 Assets Cash and cash equivalents Accounts receivable, affiliated companies (Note 4) Accounts receivable, net Inventories (Note 6) Other current assets Total Current Assets Properties, plants and ...

  • Page 72
    ... Non-cash compensation expense (Note 14) Equity in earnings of unconsolidated affiliates Distributions from unconsolidated affiliates Changes in working capital pertaining to operating activities: Accounts receivable, affiliated companies Accounts receivable, net Inventories Accounts payable and...

  • Page 73
    ... affiliate Increase attributable to common control acquisition Other Balance at December 31, 2013 Net Income Adjustment to affiliate's pension funded status Total comprehensive income Issuance of limited partner units to the public Non-cash compensation expense Distribution equivalent rights Payment...

  • Page 74
    ... the purchase and sale of crude oil, natural gas liquids ("NGLs") and refined products. The Partnership conducts its business activities in 35 states located throughout the United States. Sunoco Partners LLC, a Pennsylvania limited liability company and the general partner of the Partnership, is...

  • Page 75
    ...2015 and 2014, cash equivalents consisted of time deposits and money market investments. Accounts Receivable, Net Accounts receivable represent valid claims against non-affiliated customers (see Note 4 for affiliated receivables) for products sold or services rendered. The Partnership extends credit...

  • Page 76
    ...'s general partner was acquired and became a consolidated subsidiary of ETP in the fourth quarter 2012. In connection with the acquisition, the Partnership elected to apply "push-down accounting" which required the Partnership's assets and liabilities to be adjusted to fair value on the closing date...

  • Page 77
    ... all of the income tax amounts reflected in the Partnership's consolidated financial statements are related to the operations of Inland, Mid-Valley and West Texas Gulf, all of which are subject to income taxes for federal and state purposes at the corporate level. The effective tax rates for these...

  • Page 78
    ..., plants and equipment associated with Inland, Mid-Valley, and West Texas Gulf. Long-Term Incentive Plan The Partnership accounts for the compensation cost associated with all unit-based payment awards at fair value and reports the related expense within operating expenses and selling, general and...

  • Page 79
    ... applicable accounting guidance. West Texas Gulf is reflected as a consolidated subsidiary within the Crude Oil segment. In the second quarter 2014, the Partnership acquired a crude oil purchasing and marketing business from EDF Trading North America, LLC ("EDF"). The purchase consisted of a crude...

  • Page 80
    ... would be established based on a fair value amount determined by designated third parties. • Inter-Refinery Pipeline Lease: In September 2012, Sunoco assigned its lease for the use of the Partnership's interrefinery pipelines between the Philadelphia refinery and the Marcus Hook Industrial Complex...

  • Page 81
    ... incurred by ETP and its affiliates to perform certain centralized corporate functions, such as legal, accounting, engineering, information technology, insurance, office space rental, and other corporate services, including the administration of employee benefit plans. The costs may be increased if...

  • Page 82
    ...million. Capital Contributions During the years ended December 31, 2015, 2014 and 2013, the Partnership issued 0.4, 0.4 and less than 0.1 million limited partnership units, respectively, to participants in the Sunoco Partners LLC Long-Term Incentive Plan upon completion of award vesting requirements...

  • Page 83
    ... butane blending activities and the acquisition and marketing of NGLs such as butane, propane and ethane. In the fourth quarter 2014, the Partnership established LCM reserves of $231 and $27 million, respectively, on its crude oil and NGLs inventories as a result of declining commodity prices...

  • Page 84
    ... will deliver crude oil from Nederland, Texas to refinery markets in Louisiana. Commercial operations are expected to begin in the first quarter 2016. The Partnership will be the operator of the pipeline and will fund its proportionate share of the cost of the project, which will be accounted for as...

  • Page 85
    ...ended December 31, 2015, 2014 and 2013, respectively. Customer relationship intangible assets represent the estimated economic value assigned to certain relationships acquired in connection with business combinations or asset purchases whereby (i) the Partnership acquired information about or access...

  • Page 86
    ...in years) 2015 (in millions) 2014 Gross Customer relationships Technology Total gross Accumulated amortization Customer relationships Technology Total accumulated amortization Total Net 18 10 $ 836 47 883 (149) (16) (165) $ 836 47 883 (102) (11) (113) $ 718 $ 770 The Partnership forecasts...

  • Page 87
    .... The amendment did not modify the outstanding borrowings, total capacity or terms of the facility. In September 2015, the Operating Partnership initiated a commercial paper program under the borrowing limits established by its $2.50 billion Credit Facility. As of December 31, 2015, there were no...

  • Page 88
    ...has non-cancelable operating leases for office space and equipment for which the aggregate amount of future minimum annual rentals as of December 31, 2015 is as follows: Year Ended December 31, 2016 2017 2018 2019 2020 Thereafter Total (in millions) $ 8 8 4 3 3 - 26 $ The Partnership is subject to...

  • Page 89
    ... to the public and raise capital in a timely and efficient manner to finance its growth capital program, while supporting the Partnership's investment grade credit ratings. In the third quarters of 2014 and 2015, respectively, the Partnership filed registration statements which each established an...

  • Page 90
    ...the close of business on February 8, 2016. 14. Management Incentive Plan Sunoco Partners LLC, the general partner of the Partnership, has adopted the Sunoco Partners LLC Long-Term Incentive Plan ("LTIP") for employees and directors of the general partner who perform services for the Partnership. In...

  • Page 91
    ... LTIP benefits eligible employees and directors of the general partner and its affiliates who perform services for the Partnership. The Restated LTIP is administered by the independent directors of the Compensation Committee of the general partner's board of directors with respect to employee awards...

  • Page 92
    ... rates. Price Risk Management The Partnership is exposed to risks associated with changes in the market price of crude oil, NGLs and refined products. These risks are primarily associated with price volatility related to pre-existing or anticipated purchases, sales and storage. Price changes are...

  • Page 93
    ... 1 (6) Sales and other operating revenue Cost of products sold $ $ Credit Risk Management The Partnership maintains credit policies with regard to its counterparties that management believes minimize the overall credit risk through credit analysis, credit approvals, credit limits and monitoring...

  • Page 94
    ... utilize letters of credit, prepayments, guarantees and secured interests in assets. In 2015 and 2014, approximately 23 and 25 percent of the Partnership's total revenues, respectively, were derived from two investment grade customers with crude oil sales and other revenues comprising greater than...

  • Page 95
    ...statement of comprehensive income information concerning the Partnership's business segments and reconciles total segment Adjusted EBITDA to net income attributable to SXL for the periods presented: 2015 Sales and other operating revenue (1) Crude Oil Natural Gas Liquids Refined Products Total sales...

  • Page 96
    ... amounts from ETP and its affiliates: Year Ended December 31, 2015 Crude Oil Natural Gas Liquids Refined Products Total sales and other operating revenue $ $ 193 204 118 515 $ $ 2014 (in millions) 866 134 70 1,070 $ $ 2013 1,418 63 85 1,566 Total sales and other operating revenue exclude $404...

  • Page 97
    ...2014 Sales and other operating revenue: Unaffiliated customers Affiliates Gross profit (1) Impairment charge and other matters Operating income (loss) Net Income (Loss) Net income attributable to noncontrolling interests Net Income (Loss) Attributable to Sunoco Logistics Partners L.P. Less: General...

  • Page 98
    .... For purposes of the following footnote, Sunoco Logistics Partners L.P. is referred to as "Parent Guarantor" and Sunoco Logistics Partners Operations L.P. is referred to as "Subsidiary Issuer." All other consolidated subsidiaries of the Partnership are collectively referred to as "Non-Guarantor...

  • Page 99
    ...) Year Ended December 31, 2015 (in millions) NonGuarantor Subsidiaries Parent Guarantor Revenues Sales and other operating revenue: Unaffiliated customers Affiliates Total Revenues Costs and Expenses Cost of products sold Operating expenses Selling, general and administrative expenses Depreciation...

  • Page 100
    ...) Year Ended December 31, 2014 (in millions) NonGuarantor Subsidiaries Parent Guarantor Revenues Sales and other operating revenue: Unaffiliated customers Affiliates Total Revenues Costs and Expenses Cost of products sold Operating expenses Selling, general and administrative expenses Depreciation...

  • Page 101
    ...) Year Ended December 31, 2013 (in millions) NonGuarantor Subsidiaries Parent Guarantor Revenues Sales and other operating revenue: Unaffiliated customers Affiliates Total Revenues Costs and Expenses Cost of products sold Operating expenses Selling, general and administrative expenses Depreciation...

  • Page 102
    ..., affiliated companies Accrued liabilities Accrued taxes payable Intercompany Total Current Liabilities Long-term debt Other deferred credits and liabilities Deferred income taxes Total Liabilities Redeemable noncontrolling interests Redeemable Limited Partners' interests Equity Sunoco Logistics...

  • Page 103
    ... Accounts payable Accounts payable, affiliated companies Accrued liabilities Accrued taxes payable Intercompany Total Current Liabilities Long-term debt Other deferred credits and liabilities Deferred income taxes Total Liabilities Redeemable noncontrolling interests Equity Sunoco Logistics Partners...

  • Page 104
    ... Cash Flows from Operating Activities Cash Flows from Investing Activities: Capital expenditures Acquisitions Change in long-term note receivable Intercompany Net cash provided by (used in) investing activities Cash Flows from Financing Activities: Distributions paid to limited and general partners...

  • Page 105
    ... Flows Year Ended December 31, 2014 (in millions) NonGuarantor Subsidiaries $ 649 (2,416) (433) (17) 2,244 (622) Parent Guarantor Net Cash Flows from Operating Activities Cash Flows from Investing Activities: Capital expenditures Acquisitions Change in long-term not receivable, affiliated companies...

  • Page 106
    ... general partners Distributions paid to noncontrolling interests Payments of statutory withholding on net issuance of limited partner units under LTIP Repayments under credit facilities Borrowings under credit facilities Net proceeds from issuance of long-term debt Advances to affiliated companies...

  • Page 107
    ...Head of Business Developments of the general partner of Energy Transfer Equity, L.P. ("ETE") and his termination of employment with an affiliate of ETE, the members of Sunoco Partners LLC (the "General Partner") removed Jamie Welch as a director. Sunoco Logistics Partners L.P. (the "Partnership") is...

  • Page 108
    ...CORPORATE GOVERNANCE Board of Directors Our general partner, Sunoco Partners LLC, a Pennsylvania limited liability company, manages our operations and activities. The membership interests in our general partner are owned 99.9 percent by Energy Transfer Partners, L.P., a Delaware limited partnership...

  • Page 109
    ... met four times during 2015. Corporate Governance Our general partner has adopted a Code of Ethics for Senior Officers, which applies to the principal executive officer, the principal financial officer, the principal accounting officer, the treasurer and persons performing similar functions...

  • Page 110
    ... were taken by the Board because of communications from unitholders or others received during 2015. Directors and Executive Officers of Sunoco Partners LLC (our General Partner) Our directors are elected by ETP and ETE Holdings. Our executive officers are appointed by the Board. The following table...

  • Page 111
    ... Trading, Sales and Transportation from February 2006 to October 2008. Mr. Hennigan has served as a member of the board of directors of Niska Gas Storage Partners LLC since September 10, 2014. Mr. Anderson was elected to the Board in October 2012. Mr. Anderson began his career in the energy business...

  • Page 112
    ... 16(a) of the Securities Exchange Act of 1934 requires the directors and executive officers of our general partner, as well as persons who own more than ten percent of the common units representing limited partnership interests in us, to file reports of ownership and changes of ownership on Forms...

  • Page 113
    ... we pay 100 percent of the compensation of the executive officers and employees of our general partner. The executive officers and employees of our general partner also participate in employee benefit plans and arrangements sponsored by our general partner or its affiliates. COMPENSATION DISCUSSION...

  • Page 114
    ... total compensation competitive with that of other executive officers and key management employees employed by publicly traded limited partnerships of similar size and in similar lines of business; motivate executive officers and key employees to achieve strong financial and operational performance...

  • Page 115
    ... establish its own financial performance objectives in advance for purposes of determining whether to approve any annual bonuses, and the Compensation Committee does not utilize any formulaic approach to determine annual bonuses. For 2015, annual bonuses were determined under the Sunoco Partners LLC...

  • Page 116
    ... business objectives. The LTIP was designed to align the economic interests of executive officers, key employees and directors with those of our unitholders and to provide an incentive to management for continuous employment with the general partner and its affiliates. Long-term incentive awards...

  • Page 117
    ... to a later Compensation Committee meeting in 2015. Unit Ownership Guidelines: Our general partner has established guidelines for the ownership of our common units, applicable to certain executives of the general partner with respect to common units representing limited partnership interests in the...

  • Page 118
    ... benefits, payable under this plan for all salaried employees of our general partner who participate in this plan, including the NEOs. On October 31, 2014, Sunoco terminated the SCIRP. The Pension Benefit Guaranty Corporation's ("PBGC") period to comment on the SCIRP's standard termination expired...

  • Page 119
    ... change of control, as defined in the plan. His account is credited with deemed earnings (or losses) based on hypothetical investment fund choices made by him among available funds. • Other Benefits: Employees of our general partner, including NEOs, participate in the Energy Transfer Partners GP...

  • Page 120
    ... general partner): Name and Principal Position Year Salary ($) Bonus (1) ($) Unit Awards (2) ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings (3) ($) All Other Compensation (4) ($) Total ($) M. J. Hennigan President and Chief Executive Officer 2015 2014 2013 2015...

  • Page 121
    ...to an insurance company for management and payment at the applicable time. The present value of his benefits has been set equal to his actual cash balance account as of December 31, 2015, which is equivalent to valuing the present value with a discount rate of 4.22 percent, or the Career Pay Formula...

  • Page 122
    ... our general partner's Compensation Committee granted equity awards, representing 33 percent of Mr. Salinas' total long-term incentive compensation, to Mr. Salinas in December 2014, December 2013 and January 2013 in recognition of his services to us. Pursuant to his Separation Agreement with ETP, Mr...

  • Page 123
    ... NEO as of December 31, 2015: Unit Awards Number of Units That Have Not Vested (#) Market Value of Units That Have Not Vested (2) ($) Name Grant Date (1) M. J. Hennigan President and Chief Executive Officer 12/4/2015 12/5/2014 1/29/2014 12/5/2013 1/24/2013 12/5/2012 116,750 74,043 10,000...

  • Page 124
    ...provides information concerning the vesting in 2015 of certain restricted units, previously awarded under the LTIP to the NEOs: Unit Awards Number of Units Acquired on Vesting (1) (#) Value Realized on Vesting (2) ($) Name M. J. Hennigan President and Chief Executive Officer 52,000 2,000 2,800 61...

  • Page 125
    ... to an insurance company for management and payment of the benefits at the applicable times. Executives who participate in the Pension Restoration Plan may receive their accrued benefits only in the form of a lump sum upon retirement/termination. Present Value of Accumulated Benefit Year-end 2015...

  • Page 126
    ... of 2015, Mr. Salinas was employed by ETP's general partner and was not eligible to participate in any of the Sunoco pension benefit plans. (5) The Sunoco, Inc. Retirement Plan The SCIRP was a qualified defined benefit retirement plan that covered most salaried and many hourly employees, including...

  • Page 127
    formula account balance at December 31, 2015. Mr. Lauterbach's benefit has been transferred to an insurance company for management and payment at the applicable time. Sunoco, Inc. Pension Restoration Plan The Pension Restoration Plan is a nonqualified plan that provides retirement benefits that ...

  • Page 128
    ... the NEOs in 2015 under the ETP DC Plan, a nonqualified deferred compensation plan that permits eligible highly compensated employees to defer a portion of their salary, bonus and/or quarterly non-vested phantom unit distribution equivalent income until retirement, termination of employment or other...

  • Page 129
    ... Former Sunoco Executives, a nonqualified deferred compensation plan established by ETP in connection with the Merger. Pursuant to his Offer Letter, Mr. Hennigan waived any future rights or benefits to which he otherwise would have been entitled under both the SERP and the Pension Restoration Plan...

  • Page 130
    ... closing price of our common units on December 31, 2015. Mr. Salinas was employed by ETP's general partner, and he did not participate in the retirement, severance, or termination plans either of Sunoco or of our general partner. Mr. Salinas' severance benefits were paid by ETP upon his termination...

  • Page 131
    ... Executives as any change in control event within the meaning of Treasury Regulation Section 1.409A-3(i)(5). • Death: • SCIRP/Pension Restoration Plan: Due to the SCIRP's standard termination, Mr. Lauterbach's spouse, beneficiary(ies) or estate would receive from the selected insurance company...

  • Page 132
    ... being a member of our general partner's Board, to the extent permitted under applicable state law. Our program of compensation for non-employee directors consists of an annual cash retainer and equity award for all directors, which were $50,000 in cash (paid quarterly) and 2,336 restricted units...

  • Page 133
    ... from year to year, and therefore the annual base salary of our employees is not generally impacted by our overall financial performance or the financial performance of an operating segment. We generally determine whether, and to what extent, our NEOs receive a cash bonus based on our achievement of...

  • Page 134
    ...officer of our general partner. During 2015, none of the members of the Compensation Committee served as executive officers of any company with respect to which any of our officers served on such company's compensation committee or board of directors, and none of the directors of our general partner...

  • Page 135
    ... 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; and annually reviews...

  • Page 136
    ...") of the Board of Directors (the "Board") of Sunoco Partners LLC (the "Company") reviews the financial reporting process of Sunoco Logistics Partners L.P. (the "Partnership") on behalf of the Board. The Company is the general partner of the Partnership. The Company's management is responsible for...

  • Page 137
    ... restricted units granted under the LTIP to executive officers, directors, and other key employees. The LTIP did not require approval by our limited partners at the time of its adoption in 2002 because the Board adopted the LTIP prior to our initial public offering; however, on December 1, 2015...

  • Page 138
    ... business address given for Goldman Sachs Asset Management in the Schedule 13G filed on February 10, 2016 is 200 West Street, New York, New York 10282. Beneficial ownership for the purposes of the foregoing table is defined by Rule 13d-3 under the Exchange Act. Under that rule, a person is generally...

  • Page 139
    ... ownership of the common units representing limited partnership interests of ETP as of February 24, 2016 by directors of our general partner, by each NEO and by all directors and NEOs of our general partner as a group. Unless otherwise noted, each individual exercises sole voting or investment power...

  • Page 140
    ...negotiations. Operational Stage Payments to the general partner and its affiliates We paid the general partner an administrative fee, $9 million for the year ended December 31, 2015, for the provision of various general and administrative services for our benefit. In addition, the general partner is...

  • Page 141
    ...the capital investment required, and the revenues expected from the transaction. With respect to other related party transactions, we have in place a Code of Business Conduct and Ethics that is applicable to all directors, officers and employees of the general partner and its subsidiaries, a Code of...

  • Page 142
    ... of the general partner's board of directors is responsible for pre-approving all audit services, and permitted non-audit services, to be performed by the independent registered public accounting firm for the Partnership or its general partner. The Committee reviews the services to be performed to...

  • Page 143
    ... to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed September 1, 2015) Certificate of Limited Partnership of Sunoco Logistics Partners Operations L.P. (incorporated by reference to Exhibit 3.1 of Amendment No. 1 to Form S-1 Registration Statement, File No. 333-71968, filed December 18, 2001) First...

  • Page 144
    ... of Registration Statement on Form S-3, File No. 333-130564, filed December 21, 2005) First Supplemental Indenture, dated as of May 8, 2006, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, Sunoco Partners Marketing & Terminals L.P., as...

  • Page 145
    ... Corporation, Sunoco Texas Pipe Line Company, Sun Pipe Line Services (Out) LLC, Sunoco Logistics Partners L.P., Sunoco Logistics Partners Operations L.P., and Sunoco Partners LLC (incorporated by reference to Exhibit 10.5 of Form 10-K, File No. 1-31219, filed April 1, 2002) Amendment No. 2011...

  • Page 146
    ..., President and Chief Executive Officer, dated October 4, 2012 (incorporated by reference to Exhibit 10.3 of Form 10-Q, File No. 1-31219, filed November 8, 2012) Exchange Agreement, dated as of September 16, 2015, between Energy Transfer Partners, L.P., La Grange Acquisition, L.P., Sunoco Logistics...

  • Page 147
    ...-14(a) Officer Certification Pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. § 1350 The following consolidated financial information from Sunoco Logistics Partners L.P.'s Annual Report on Form 10-K for the year ended December 31, 2015 formatted in XBRL (eXtensible Business Reporting Language...

  • Page 148
    ... Officer of Sunoco Partners LLC, General Partner of Sunoco Logistics Partners L.P. (Principal Accounting Officer) MICHAEL J. HENNIGAN* Michael J. Hennigan Director, President and Chief Executive Officer of Sunoco Partners LLC, General Partner of Sunoco Logistics Partners L.P. (Principal Executive...

  • Page 149
    ... is administered by the Compensation Committee (the "Committee") of the Board of Directors of the Company the general partner of the Partnership; and WHEREAS, the Committee has determined to make an award to the Participant of Restricted Units, representing the right to receive, following vesting of...

  • Page 150
    ... the arithmetic average of the closing prices for the ten trading days immediately prior to the applicable date of vesting of the Restricted Unit. (ii) Payment in Cash. Cash payments of DERs, shall be made net of any applicable withholding taxes. 1.4 Change of Control. Notwithstanding Section 1.3 of...

  • Page 151
    ... follows, or to such other address or recipient for a party as may be hereafter notified by such party hereunder: (a) if to the Partnership: Sunoco Logistics Partners, L.P. 1818 Market Street, Suite 1500 Philadelphia, PA 19103 Attn: General Counsel Notices to the Partnership shall be deemed to have...

  • Page 152
    ... the entire understanding of the parties with respect to the subject matter hereof. BY ACCEPTING THIS AGREEMENT ONLINE YOU AGREE TO THE TERMS OF THE AWARD AS SPECIFIED HEREIN. 4

  • Page 153
    ...the "Plan") which Plan is administered by the Compensation Committee (the "Committee") of the Board of Directors of the Company the general partner of the Partnership; and WHEREAS, the Committee has determined to make an award to the Participant of Restricted Units, representing the right to receive...

  • Page 154
    ... such withholding obligations. The fair market value of a Restricted Unit is determined by the arithmetic average of the closing prices for the ten trading days immediately prior to the applicable date of vesting of the Restricted Unit. (ii) Payment in Cash. Cash payments of DERs, shall be made...

  • Page 155
    ... follows, or to such other address or recipient for a party as may be hereafter notified by such party hereunder: (a) if to the Partnership: Sunoco Logistics Partners, L.P. 1818 Market Street, Suite 1500 Philadelphia, PA 19103 Attn: General Counsel Notices to the Partnership shall be deemed to have...

  • Page 156
    ...the Energy Transfer Partners Deferred Compensation Plan for Former Sunoco Executives ("Plan") is to aid the Company and its Affiliates in retaining and attracting executive employees by providing them with tax deferred savings opportunities. This Plan provides a select group of management and highly...

  • Page 157
    ... Acquisition Corporation, Energy Transfer Partners GP, L.P., Sunoco, Inc. and, for certain limited purposes set forth therein, Energy Transfer Equity, L.P. Section 2.09 Code. "Code" shall mean the Internal Revenue Code of 1986, as amended, including regulations and guidance of general applicability...

  • Page 158
    ... is executed. Section 2.19 Plan Year. "Plan Year" means a twelve-month period beginning January 1 and ending the following December 31. Section 2.20 Separation from Service. "Separation from Service" means the termination of a Participant's employment with the Employer and all Affiliates for...

  • Page 159
    ... benefit of a Participant with respect to unvested unit-based awards granted following the Closing Date pursuant to Section 5 of their letter agreements. Section 2.26 Valuation Date. "Valuation Date" means each day the New York Stock Exchange is open for business. ARTICLE III ADMINISTRATION Section...

  • Page 160
    ... payments made for expenses or otherwise. The Employer shall, to the fullest extent permitted by law, indemnify each director, officer or employee of the Employer (including the heirs, executors, administrators and other personal representatives of such person) and each member of the Administrative...

  • Page 161
    ... any state, Federal or local law, Converted Benefits or Unit Distributions shall be reduced for such withholdings only to the extent that there is not sufficient cash compensation payable to the Participant at the time that such withholding must be made and such withholding conforms to Code Section...

  • Page 162
    ... and 3121(v)(2), where applicable, on compensation deferred under the Plan (the "FICA Amount"), (ii) the income tax at source on wages imposed under Code Section 3401, or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA...

  • Page 163
    ... of Internal Revenue in generally applicable guidance published in the Internal Revenue Bulletin; and (c) The Administrative Committee may direct, in its discretion, that the balance of each Participant's Account(s) under the Plan be distributed in connection with a termination of the Plan in...

  • Page 164
    ... of Code Section 409A. Section 7.02 Company's Right to Terminate. Notwithstanding anything to the contrary, the Board or the Administrative Committee may, in their sole discretion, at any time terminate the Plan and accelerate the time and form of payment of all Accounts under the Plan in...

  • Page 165
    .... No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant...

  • Page 166
    ... of the total operating lease rental expense, which is that portion deemed to be interest. Represents income before income tax expense for all consolidated entities, including Inland Corporation, Mid-Valley Pipeline Company, West Texas Gulf Pipe Line Company and Price River Terminal, LLC. Represents...

  • Page 167
    ... West Texas Gulf Pipe Line Company Excel Pipeline LLC Inland Corporation Price River Terminal, LLC Sunoco Partners Real Estate Acquisition LLC Sunoco Partners Operating LLC Sunoco Partners Rockies LLC Sunoco Partners NGL Facilities LLC Pennsylvania Delaware Delaware Delaware Delaware Delaware Texas...

  • Page 168
    ... included in the Annual Report of Sunoco Logistics Partners L.P. on Form 10K for the year ended December 31, 2015. We consent to the incorporation by reference of said reports in the Registration Statements of Sunoco Logistics Partners L.P. on Forms S-3 (File No. 333-206302, File No. 333-206301...

  • Page 169
    ... capacity as a director 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, 2015, and any and...

  • Page 170
    ... and Chief Executive Officer (Principal Executive Officer) Director Director Director Director Director (Chairman) Director Chief Accounting Officer and Controller (Principal Accounting Officer) ATTEST: /s/ KATHLEEN SHEA-BALLAY Kathleen Shea-Ballay Senior Vice President, General Counsel and...

  • Page 171
    ...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 172
    ... 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 a material fact or omit to state...

  • Page 173
    ... Officer and Treasurer, 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 the year ended December 31, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities...