e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2006
OR
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o |
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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)
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Delaware
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23-3096839 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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Mellon Bank Center |
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1735 Market Street, Suite LL, Philadelphia, PA
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19103-7583 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (866) 248-4344
Former name, former address and formal fiscal year, if changed since last report: Not Applicable
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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer
in Rule 12b-2 of the Exchange Act.:
Large accelerated
filer o Accelerated
filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
At
August 2, 2006, the number of the registrants Common Units outstanding was 22,844,051, and its
Subordinated Units outstanding was 5,691,819.
SUNOCO LOGISTICS PARTNERS L.P.
INDEX
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
SUNOCO LOGISTICS PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(in thousands, except unit and per unit amounts)
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Three Months Ended |
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June 30, |
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2006 |
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2005 |
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Revenues |
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Sales and other operating revenue: |
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Affiliates (Note 3) |
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$ |
518,439 |
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$ |
495,010 |
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Unaffiliated customers |
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973,057 |
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585,435 |
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Other income |
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3,872 |
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4,089 |
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Total Revenues |
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1,495,368 |
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1,084,534 |
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Costs and Expenses |
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Cost of products sold and operating expenses |
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1,439,674 |
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1,041,388 |
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Depreciation and amortization |
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9,211 |
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7,493 |
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Selling, general and administrative expenses |
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13,522 |
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12,507 |
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Total Costs and Expenses |
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1,462,407 |
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1,061,388 |
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Operating Income |
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32,961 |
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23,146 |
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Net interest cost paid to affiliates (Note 3) |
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414 |
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87 |
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Other interest cost and debt expense, net |
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7,416 |
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5,265 |
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Capitalized interest |
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(1,189 |
) |
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Net Income |
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$ |
26,320 |
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$ |
17,794 |
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Calculation of Limited Partners interest in Net Income (Note 4): |
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Net Income |
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$ |
26,320 |
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$ |
17,794 |
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Less: General Partners interest in Net Income |
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(4,101 |
) |
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(1,156 |
) |
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Limited Partners interest in Net Income |
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$ |
22,219 |
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$ |
16,638 |
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Net Income per Limited Partner unit: |
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Basic |
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$ |
0.81 |
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$ |
0.69 |
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Diluted |
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$ |
0.81 |
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$ |
0.68 |
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Weighted average Limited Partners units outstanding (Note 4): |
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Basic |
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27,466,092 |
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24,144,043 |
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Diluted |
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27,589,644 |
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24,303,921 |
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(See Accompanying Notes)
3
SUNOCO LOGISTICS PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(in thousands, except unit and per unit amounts)
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Six Months Ended |
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June 30, |
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2006 |
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2005 |
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Revenues |
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Sales and other operating revenue: |
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Affiliates (Note 3) |
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$ |
996,760 |
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$ |
971,933 |
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Unaffiliated customers |
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1,755,707 |
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1,120,361 |
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Other income |
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6,263 |
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7,716 |
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Total Revenues |
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2,758,730 |
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2,100,010 |
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Costs and Expenses |
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Cost of products sold and operating expenses |
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2,654,460 |
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2,016,299 |
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Depreciation and amortization |
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18,157 |
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15,615 |
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Selling, general and administrative expenses |
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28,525 |
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24,424 |
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Total Costs and Expenses |
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2,701,142 |
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2,056,338 |
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Operating Income |
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57,588 |
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43,672 |
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Net interest cost paid to affiliates (Note 3) |
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723 |
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152 |
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Other interest cost and debt expense, net |
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13,866 |
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10,428 |
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Capitalized interest |
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(1,745 |
) |
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Net Income |
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$ |
44,744 |
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$ |
33,092 |
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Calculation of Limited Partners interest in Net Income (Note 4): |
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Net Income |
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$ |
44,744 |
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$ |
33,092 |
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Less: General Partners interest in Net Income |
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(5,445 |
) |
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(2,078 |
) |
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Limited Partners interest in Net Income |
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$ |
39,299 |
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$ |
31,014 |
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Net Income per Limited Partner unit: |
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Basic |
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$ |
1.48 |
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$ |
1.29 |
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Diluted |
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$ |
1.48 |
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$ |
1.28 |
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Weighted average Limited Partners units outstanding (Note 4): |
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Basic |
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26,499,007 |
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24,116,585 |
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Diluted |
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26,623,554 |
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24,295,440 |
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(See Accompanying Notes)
4
SUNOCO LOGISTICS PARTNERS L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
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June 30, |
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December 31, |
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2006 |
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2005 |
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(UNAUDITED) |
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Assets |
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Current Assets |
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Cash and cash equivalents |
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$ |
25,442 |
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$ |
21,645 |
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Advances to affiliates (Note 3) |
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7,754 |
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Accounts receivable, affiliated companies (Note 3) |
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165,344 |
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136,536 |
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Accounts receivable, net |
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808,126 |
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584,509 |
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Inventories: |
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Crude oil |
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29,219 |
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27,561 |
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Materials, supplies and other |
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725 |
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700 |
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Total Current Assets |
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1,036,610 |
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770,951 |
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Properties, plants and equipment |
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1,440,323 |
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1,287,542 |
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Less accumulated depreciation and amortization |
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(481,895 |
) |
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(472,706 |
) |
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Properties, plants and equipment, net |
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958,428 |
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814,836 |
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Investment in affiliates (Note 5) |
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69,071 |
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69,097 |
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Deferred charges and other assets |
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31,232 |
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25,801 |
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Total Assets |
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$ |
2,095,341 |
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$ |
1,680,685 |
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Liabilities and Partners Capital |
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Current Liabilities |
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Accounts payable |
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$ |
958,315 |
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$ |
720,127 |
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Accrued liabilities |
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28,489 |
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32,884 |
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Accrued taxes other than income |
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23,853 |
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20,986 |
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Advances from affiliates (Note 3) |
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5,750 |
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Total Current Liabilities |
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1,010,657 |
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779,747 |
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Long-term debt (Note 6) |
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423,813 |
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355,573 |
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Other deferred credits and liabilities |
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23,343 |
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21,954 |
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Commitments and contingent liabilities (Note 7) |
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Total Liabilities |
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1,457,813 |
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1,157,274 |
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Partners Capital: |
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Limited partners interest |
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627,027 |
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515,512 |
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General partners interest |
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10,501 |
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7,899 |
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Total Partners Capital |
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637,528 |
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523,411 |
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Total Liabilities and Partners Capital |
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$ |
2,095,341 |
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$ |
1,680,685 |
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(See Accompanying Notes)
5
SUNOCO LOGISTICS PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
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Six Months Ended |
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June 30 , |
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2006 |
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2005 |
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Cash Flows from Operating Activities: |
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Net Income |
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$ |
44,744 |
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$ |
33,092 |
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Adjustments to reconcile net income to net cash provided by operating
activities: |
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Depreciation and amortization |
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18,157 |
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|
15,615 |
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Restricted unit incentive plan expense |
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2,572 |
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|
1,642 |
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Changes in working capital pertaining to operating activities
net of the effect of acquisitions: |
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Accounts receivable, affiliated companies |
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(28,808 |
) |
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|
2,512 |
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Accounts receivable, net |
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(223,617 |
) |
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|
(167,205 |
) |
Inventories |
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|
506 |
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|
2,347 |
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Accounts payable and accrued liabilities |
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233,554 |
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143,373 |
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Accrued taxes other than income |
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2,867 |
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|
1,034 |
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Other |
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(3,762 |
) |
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(2,533 |
) |
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Net cash provided by operating activities |
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46,213 |
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29,877 |
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Cash Flows from Investing Activities: |
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Capital expenditures |
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(53,759 |
) |
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(17,930 |
) |
Acquisitions |
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(108,900 |
) |
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Net cash used in investing activities |
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(162,659 |
) |
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(17,930 |
) |
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Cash Flows from Financing Activities: |
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Distributions paid to Limited Partners and General Partner |
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(45,047 |
) |
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(32,013 |
) |
Payments of statutory withholding on net issuance of Limited Partner
units under restricted unit incentive plan |
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(1,443 |
) |
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|
(2,863 |
) |
Net proceeds from issuance of Limited Partner units |
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|
110,357 |
|
|
|
99,203 |
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Redemption of Limited Partner units from Sunoco |
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|
|
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(99,203 |
) |
Contributions from General Partner for Limited Partner unit transactions |
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|
2,426 |
|
|
|
137 |
|
Net proceeds from issuance of Senior Notes |
|
|
173,307 |
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Repayments from (advances to) affiliates, net |
|
|
(13,504 |
) |
|
|
14,449 |
|
Borrowings under credit facility |
|
|
109,500 |
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|
|
|
|
Repayments under credit facility |
|
|
(216,100 |
) |
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|
|
|
Contributions from affiliate |
|
|
747 |
|
|
|
895 |
|
|
|
|
|
|
|
|
Net cash provided by /(used in) financing activities |
|
|
120,243 |
|
|
|
(19,395 |
) |
|
|
|
|
|
|
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Net change in cash and cash equivalents |
|
|
3,797 |
|
|
|
(7,448 |
) |
Cash and cash equivalents at beginning of year |
|
|
21,645 |
|
|
|
52,660 |
|
|
|
|
|
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|
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Cash and cash equivalents at end of period |
|
$ |
25,442 |
|
|
$ |
45,212 |
|
|
|
|
|
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|
(See Accompanying Notes)
6
SUNOCO LOGISTICS PARTNERS L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
Sunoco Logistics Partners L.P. (the Partnership) is a publicly traded Delaware limited
partnership formed by Sunoco, Inc. (Sunoco) in October 2001 to acquire a substantial portion of
Sunocos logistics business. The Partnership owns and operates a geographically diverse portfolio
of complementary assets, consisting of refined product pipelines, terminalling and storage assets,
crude oil pipelines, and crude oil acquisition and marketing assets located in the Northeast,
Midwest and South Central United States.
The consolidated financial statements reflect the results of Sunoco Logistics Partners
L.P. and its wholly-owned partnerships, including Sunoco Logistics Partners Operations L.P. (the
Operating Partnership). Equity ownership interests in corporate joint ventures, which are not
consolidated, are accounted for under the equity method.
The accompanying condensed consolidated financial statements are presented in accordance
with the requirements of Form 10-Q and accounting principles generally accepted in the United
States for interim financial reporting. They do not include all disclosures normally made in
financial statements contained in Form 10-K. In managements opinion, all adjustments necessary for
a fair presentation of the results of operations, financial position and cash flows for the periods
shown have been made. All such adjustments are of a normal recurring nature. Results for the three
and six months ended June 30, 2006 are not necessarily indicative of results for the full year
2006.
2. Acquisitions
Millenium and Kilgore Pipeline Acquisition
On March 1, 2006, the Partnership purchased a Texas crude oil pipeline system from affiliates
of Black Hills Energy, Inc. for approximately $40.9 million. The system consists of (a) the
Millennium Pipeline, a 200-mile, 12-inch crude oil pipeline with 65,000 barrels per day operating
capacity, originating near the Partnerships Nederland Terminal, and terminating at Longview Texas;
(b) the Kilgore Pipeline, a 190-mile, 10-inch crude oil pipeline with 35,000 barrels per day
capacity originating in Kilgore, Texas and terminating at refineries in the Houston, Texas region;
(c) approximately 800,000 shell barrels of storage capacity at Kilgore, and Longview, Texas,
340,000 of which are active; (d) a crude oil sales and marketing business; and (e) crude oil line
fill and working inventory.
The purchase price of the acquisition was initially funded with borrowings under the
Partnerships Credit Facility, and has been allocated within the Western Pipeline System business
segment to the assets acquired based on their relative fair values at the acquisition date. The
following is a summary of the effects of the transaction on the Partnerships consolidated
financial position (in thousands of dollars):
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Increase in: |
|
|
|
|
Inventories |
|
$ |
2,189 |
|
Properties, plants and equipment, net |
|
|
38,711 |
|
|
|
|
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|
Cash paid for acquisition |
|
$ |
40,900 |
|
|
|
|
|
The results of the acquisition are included in the financial statements from the date of
acquisition.
Amdel and White Oil Pipeline Acquisition
On March 1, 2006, the Partnership also acquired a Texas crude oil pipeline system from Alon
USA Energy, Inc. for approximately $68.0 million. The system consists of (a) the Amdel Pipeline, a
503-mile, 10-inch common carrier crude oil pipeline with 27,000 barrels per day operating capacity,
originating at the Nederland Terminal, and terminating at Midland, Texas, and (b) the White Oil
Pipeline, a 25-mile, 10-inch crude oil pipeline with 40,000 barrels per day operating capacity,
originating at the Amdel Pipeline and terminating at Alons Big Spring, Texas refinery. Alon has
also agreed to ship a minimum of 15,000 barrels per day under a 10-year, throughput and deficiency
agreement on the pipelines. The Partnership
7
expects shipments on the Amdel pipeline to begin during the third quarter 2006. The pipelines
were idle at the time of purchase and were re-commissioned by the Partnership during the second
quarter 2006. The Partnership also began construction to expand capacity on the Amdel Pipeline
from 27,000 to 40,000 barrels per day, which it expects to complete by the end of 2006, and to
construct new tankage at the Nederland Terminal to service these new volumes more efficiently.
This capital program, including re-commissioning and expansion of the pipeline and the new tankage,
is expected to total approximately $17 million. The purchase price of the acquisition was
initially funded with borrowings under the Partnerships Credit Facility, and has been allocated to
property, plants and equipment based on the relative fair value of the assets acquired on the
acquisition date within the Western Pipeline System business segment.
Mesa Pipe Line System Interest Acquisition
On December 5, 2005, the Partnership purchased a subsidiary of Sunoco which owned a 7.2
percent undivided interest in the Mesa Pipe Line system for approximately $1.3 million. The Mesa
Pipe Line system consists of an 80-mile, 24-inch crude oil pipeline from Midland, Texas to Colorado
City, Texas, with an operating capacity of 316,000 barrels per day, and approximately 800,000
barrels of tankage at Midland. The Mesa pipeline connects to the West Texas Gulf pipeline, which
supplies crude oil to the Mid-Valley pipeline. On December 29, 2005, the Partnership purchased an
additional 29.8 percent interest in Mesa from Chevron for $5.3 million, increasing its combined
interest to 37.0 percent. The purchase prices of the acquisitions were initially funded with $6.6
million of borrowings under the Partnerships Credit Facility, and were allocated on a preliminary
basis to property, plants and equipment within the Western Pipeline System business segment. The
results of the acquisitions are included in the financial statements from the dates of acquisition.
The Partnership and Plains All American Pipeline are the owners of the undivided interest in
Mesa. On April 21, 2006, the Partnership and Plains All American Pipeline agreed to extend the Mesa
operating agreement, previously scheduled to expire on June 30, 2006, until December 31, 2009.
Corsicana to Wichita Falls Pipeline Acquisition
On August 1, 2005, the Partnership purchased, from an affiliate of Exxon Mobil Corporation, a
crude oil pipeline system and storage facilities located in Texas for $100.0 million. The pipeline
system consists primarily of a 187-mile, 16-inch pipeline with an operating capacity of 125,000
barrels per day. It originates at a crude oil terminal in Corsicana, Texas and terminates at
Wichita Falls, Texas. The storage facilities include the Corsicana terminal, which has 2.9 million
barrels of shell capacity for crude oil, and the Ringgold, Texas terminal, which consists of 0.5
million barrels of shell capacity for crude oil. In addition, the Partnership invested
approximately $16.0 million in 2005 to construct a new 20-mile, 24-inch pipeline to connect the
Corsicana to Wichita Falls pipeline to the West Texas Gulf pipeline, in which the Partnership has a
43.8% ownership interest. The purchase price of the acquisition was initially funded with $75.0
million of borrowings under the Partnerships Credit Facility and $25.0 million of cash on hand.
In August 2005, $56.5 million of proceeds were raised in an offering of common units (see Note 9),
and were used to pay down a portion of these borrowings on the Credit Facility. The purchase price
was allocated to property, plants and equipment within the Western Pipeline System business
segment. The results of the acquisition are included in the financial statements from the date of
acquisition.
Syracuse Terminal Acquisition
On April 17, 2006, the Partnership signed a definitive agreement to purchase a 50
percent interest in a refined products terminal located in Syracuse, New York from Mobil Pipe Line
Company, an affiliate of Exxon Mobil Corporation. Total terminal storage is approximately 550
thousand barrels. The transaction is subject to normal conditions to closing for assets of this
nature. Closing is now expected to occur in the third quarter of 2006.
3. Related Party Transactions
Advances To and From Affiliates
The Partnership has a treasury services agreement with Sunoco pursuant to which it, among
other things, participates in Sunocos centralized cash management program. Under this program, all
of the Partnerships cash receipts and cash disbursements are processed, together with those of
Sunoco and its other subsidiaries, through Sunocos cash accounts with a corresponding credit or
charge to an intercompany account. The intercompany balances are settled periodically, but no less
frequently than monthly. Amounts due from Sunoco earn interest at a rate equal to the average rate
of the Partnerships third-party money market investments, while amounts due to Sunoco bear
interest at a rate equal to the interest rate provided in the Partnerships revolving credit
facility (see Note 6).
8
Selling, general and administrative expenses in the condensed consolidated statements of
income include costs incurred by Sunoco for the provision of certain centralized corporate
functions such as legal, accounting, treasury, engineering, information technology, insurance and
other corporate services, including the administration of employee benefit plans. These are
provided to the Partnership under an omnibus agreement (Omnibus Agreement) with Sunoco for an
annual administrative fee. The fee for the annual period ended December 31, 2005 was $8.4 million.
In January 2006, the parties extended the term of Section 4.1 of the Omnibus Agreement (which
concerns the Partnerships obligation to pay the annual fee for provision of certain general and
administrative services) by one year. The annual administrative fee applicable to this one-year
extension is $7.7 million, which reflects the Partnership directly incurring some of these general
and administrative costs. These costs may be increased if the acquisition or construction of new
assets or businesses requires an increase in the level of general and administrative services
received by the Partnership. There can be no assurance that Section 4.1 of the Omnibus Agreement
will be extended beyond 2006, or that, if extended, the administrative fee charged by Sunoco will
be at or below the current administrative fee. In the event that the Partnership is unable to
obtain such services from Sunoco or third parties at or below the current cost, the Partnerships
financial condition and results of operations may be adversely impacted.
The annual administrative fee does not include the costs of shared insurance programs,
which are allocated to the Partnership based upon its share of the cash premiums incurred. This fee
also does not include salaries of pipeline and terminal personnel or other employees of the general
partner, or the cost of their employee benefits. These employees are employees of the Partnerships
general partner or its affiliates, which are wholly-owned subsidiaries of Sunoco. The Partnership
has no employees. Allocated Sunoco employee benefit plan expenses for employees who work in the
pipeline, terminalling, storage and crude oil gathering operations, including senior executives,
include non-contributory defined benefit retirement plans, defined contribution 401(k) plans,
employee and retiree medical, dental and life insurance plans, incentive compensation plans, and
other such benefits. The Partnership is reimbursing Sunoco for these costs and other direct
expenses incurred on its behalf. These expenses are reflected in cost of products sold and
operating expenses and selling, general and administrative expenses in the condensed consolidated
statements of income.
Accounts Receivable, Affiliated Companies
Affiliated revenues in the condensed consolidated statements of income consist of sales
of crude oil as well as the provision of crude oil and refined product pipeline transportation,
terminalling and storage services to Sunoco, Inc. (R&M) (Sunoco R&M). Sales of crude oil are
computed using the formula-based pricing mechanism of a supply agreement with Sunoco R&M.
Management of the Partnership believes these terms in the aggregate to be comparable to those that
could be negotiated with an unrelated third party. Pipeline revenues are generally determined using
posted tariffs. The Partnership has throughput agreements with Sunoco R&M under which the
Partnership is charging Sunoco R&M fees for services provided under these agreements comparable to
those charged in arms-length, third-party transactions. Under these agreements, Sunoco R&M has
agreed to pay the Partnership a minimum level of revenues for transporting and terminalling refined
products and crude oil for the period specified in the agreements.
Under other agreements between the parties, Sunoco R&M is, among other things, purchasing
from the Partnership, at market-based rates, particular grades of crude oil that the Partnerships
crude oil acquisition and marketing business purchases for delivery to certain pipelines. These
agreements automatically renew on a monthly basis unless terminated by either party on 30 days
written notice. Sunoco R&M also leases the Partnerships 58 miles of interrefinery pipelines
between Sunoco R&Ms Philadelphia and Marcus Hook refineries for a term of 20 years, ending in
2022.
Capital Contributions
The Partnership has agreements with Sunoco R&M which requires Sunoco R&M to, among other
things, reimburse the Partnership for certain expenditures. These agreements include:
|
|
|
the Omnibus Agreement, which requires Sunoco R&M to, among other things, reimburse the
Partnership for up to $10.0 million of expenditures required at the Marcus Hook Tank Farm
and the Darby Creek Tank Farm to maintain compliance with existing industry standards and
regulatory requirements. During the second quarter 2006, the Partnership received $0.1
million under this arrangement and reached the $10.0 million limit. The Partnership does
not expect to receive any future reimbursements under this arrangement; |
|
|
|
|
the Interrefinery Lease Agreement, which requires Sunoco R&M to reimburse the
Partnership for any non-routine maintenance expenditures incurred, as defined, during the
term of the agreement; and |
9
|
|
|
the Eagle Point purchase agreement, which requires Sunoco R&M to reimburse the
Partnership for certain maintenance capital and expenses incurred regarding the assets
acquired, as defined, up to $5.0 million through March 2014. The Partnership has received
$0.6 million to date under this agreement. |
These expenditures, which were recorded as maintenance capital and operating expenses,
were as follows (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
Maintenance capital |
|
$ |
747 |
|
|
$ |
895 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
747 |
|
|
$ |
895 |
|
|
|
|
|
|
|
|
The reimbursement of these amounts was recorded by the Partnership as capital contributions to
Partners Capital within the condensed consolidated balance sheet at June 30, 2006.
In May 2006, the Partnership sold 2.4 million common units in a public offering. In June 2006,
the Partnership sold an additional 280,000 common units to cover over-allotments in connection with
the May 2006 sale (see Note 9). As a result of this issuance of 2.680 million common units, the
general partner contributed $2.4 million to the Partnership to maintain its 2.0 percent general
partner interest. The Partnership recorded this amount as a capital contribution to Partners
Capital within its condensed consolidated balance sheet.
In August 2005, the Partnership sold 1.5 million common units in a public offering. In
September 2005, the Partnership sold an additional 125,000 common units to cover over-allotments in
connection with the August 2005 sale. As a result of this issuance of 1.625 million common units,
the general partner contributed $1.3 million to the Partnership to maintain its 2.0 percent general
partner interest. The Partnership recorded this amount as a capital contribution to Partners
Capital within its condensed consolidated balance sheet.
In February 2006 and 2005, the Partnership issued 0.1 million and 0.2 million common
units, respectively, to participants in the Sunoco Partners LLC Long-Term Incentive Plan (LTIP)
upon completion of award vesting requirements. As a result of these net issuances of common units,
the general partner contributed $0.1 million in each period to the Partnership to maintain its 2.0
percent general partner interest. The Partnership recorded these amounts as capital contributions
to Partners Capital within its condensed consolidated balance sheets.
Asset Acquisition
On December 5, 2005, the Partnership acquired a subsidiary of Sunoco, which owned a 7.2
percent undivided interest in the Mesa Pipe Line system for approximately $1.3 million (see Note
2). Since the acquisition was from a related party, the interest in the entity was recorded by the
Partnership at Sunocos historical cost of $0.2 million, and the $1.1 million difference between
the purchase price and the cost basis of the assets was recorded by the Partnership as a capital
distribution.
Redemption of Common Units
In May and June 2005, the Partnership sold a total of 2.775 million common units in a
public offering. The net proceeds from the sale were used to redeem 2.775 million common units
owned by Sunoco for $99.6 million. Also in connection with the equity offering, Sunoco agreed to
reimburse the Partnership for transaction costs incurred by the Partnership. Reimbursement of these
costs of $0.4 million occurred during the third quarter of 2005 when the transaction costs were
finalized, and the reimbursement was accounted for as an increase to Partners Capital within the
Partnerships condensed consolidated balance sheet.
Conversion of Subordinated Units
A total of 5,691,820 subordinated limited partner units, equal to one-half of the
originally issued subordinated units held by the general partner, were converted to common units,
2,845,910 each on February 15, 2006 and February 15, 2005, as the Partnership met the requirements
set forth in the partnership agreement (see Note 10).
10
4. Net Income Per Unit Data
Except as discussed in the following paragraph, basic and diluted net income per limited
partner unit is calculated by dividing net income, after deducting the amount allocated to the
general partners interest, by the weighted-average number of limited partner common and
subordinated units outstanding during the period.
Emerging Issues Task Force Issue No. 03-06 (EITF 03-06) Participating Securities and
the Two-Class Method under FASB Statement No. 128 addresses the computation of earnings per share
by entities that have issued securities other than common stock that contractually entitle the
holder to participate in dividends and earnings of the entity. EITF 03-06 provides that the
general partners interest in net income is to be calculated based on the amount that would be
allocated to the general partner if all the net income for the period were distributed, and not on
the basis of actual cash distributions for the period. The Partnership applied EITF 03-06
prospectively beginning with the third quarter of 2005. The application of EITF 03-06 may have an
impact on earnings per limited partner unit in future periods if there are material differences
between net income and actual cash distributions or if other participating securities are issued.
The effect of applying EITF 03-06 to periods prior to the third quarter of 2005, however, would not
have been material.
The general partners interest in net income consists of its 2.0 percent general partner
interest and incentive distributions, which are increasing percentages, up to 50 percent of
quarterly distributions in excess of $0.50 per limited partner unit (see Note 10). The general
partner was allocated net income of $4.1 million (representing 15.6 percent of total net income for
the period) and $1.2 million (representing 6.5 percent of total net income for the period) for the
three months ended June 30, 2006 and 2005, respectively, and $5.4 million (representing 12.2
percent of total net income for the period) and $2.1 million (representing 6.3 percent of total net
income for the period) for the six months ended June 30, 2006 and 2005, respectively. Diluted net
income per limited partner unit is calculated by dividing net income applicable to limited
partners by the sum of the weighted-average number of common and subordinated units outstanding
and the dilutive effect of incentive unit awards, as calculated by the treasury stock method.
The following table sets forth the reconciliation of the weighted average number of
limited partner units used to compute basic net income per limited partner unit to those used to
compute diluted net income per limited partner unit for the three and six months ended June 30,
2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Weighted
average number of limited partner units outstanding basic |
|
|
27,466,092 |
|
|
|
24,144,043 |
|
|
|
26,499,007 |
|
|
|
24,116,585 |
|
Add effect of dilutive unit incentive awards |
|
|
123,552 |
|
|
|
159,878 |
|
|
|
124,547 |
|
|
|
178,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of limited partner units diluted |
|
|
27,589,644 |
|
|
|
24,303,921 |
|
|
|
26,623,554 |
|
|
|
24,295,440 |
|
5. Investment in Affiliates
The Partnerships ownership percentages in corporate joint ventures as of June 30, 2006
and December 31, 2005 are as follows:
|
|
|
|
|
|
|
Equity |
|
|
|
Ownership |
|
|
|
Percentage |
|
Explorer Pipeline Company |
|
|
9.4 |
% |
Wolverine Pipe Line Company |
|
|
31.5 |
% |
West Shore Pipe Line Company |
|
|
12.3 |
% |
Yellowstone Pipe Line Company |
|
|
14.0 |
% |
West Texas Gulf Pipe Line Company |
|
|
43.8 |
% |
The following table provides summarized combined statement of income data on a 100
percent basis for the Partnerships corporate joint venture interests for the three and six months
ended June 30, 2006 and 2005 (in thousands of dollars):
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Income Statement Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
96,497 |
|
|
$ |
99,219 |
|
|
$ |
179,583 |
|
|
$ |
186,240 |
|
Net income |
|
$ |
24,162 |
|
|
$ |
28,797 |
|
|
$ |
44,900 |
|
|
$ |
53,234 |
|
The following table provides summarized combined balance sheet data on a 100 percent basis for
the Partnerships corporate joint venture interests as of June 30, 2006 and December 31, 2005 (in
thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Balance Sheet Data: |
|
|
|
|
|
|
|
|
Current assets |
|
$ |
106,166 |
|
|
$ |
100,241 |
|
Non-current assets |
|
$ |
461,731 |
|
|
$ |
468,994 |
|
Current liabilities |
|
$ |
84,671 |
|
|
$ |
80,054 |
|
Non-current liabilities |
|
$ |
425,889 |
|
|
$ |
437,004 |
|
Net equity |
|
$ |
57,337 |
|
|
$ |
52,177 |
|
The Partnerships investments in Wolverine, West Shore, Yellowstone, and West Texas Gulf
at June 30, 2006 include an excess investment amount of approximately $55.3 million, net of
accumulated amortization of $2.3 million. The excess investment is the difference between the
investment balance and the Partnerships proportionate share of the net assets of the entities. The
excess investment was allocated to the underlying tangible and intangible assets. Other than land
and indefinite-lived intangible assets, all amounts allocated, principally to pipeline and related
assets, are amortized using the straight-line method over their estimated useful life of 40 years
and included within depreciation and amortization in the condensed consolidated statements of
income.
6. Long-Term Debt
The components of long-term debt are as follows (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Credit Facility |
|
$ |
|
|
|
$ |
106,600 |
|
Senior Notes 7.25%, due February 15, 2012 |
|
|
250,000 |
|
|
|
250,000 |
|
Senior Notes 6.125%, due May 15, 2016 |
|
|
175,000 |
|
|
|
|
|
Less unamortized bond discount |
|
|
(1,187 |
) |
|
|
(1,027 |
) |
|
|
|
|
|
|
|
|
|
$ |
423,813 |
|
|
$ |
355,573 |
|
|
|
|
|
|
|
|
Sunoco Logistics Partners Operations L.P. (the Operating Partnership), a wholly-owned
entity of the Partnership, has a $300 million Credit Facility available to fund the Operating
Partnerships working capital requirements, to finance future acquisitions and for general
partnership purposes. It may also be used to fund the quarterly distribution to a maximum of $20.0
million. Borrowing under this distribution sublimit must be reduced to zero each year for a 15-day
period. The Credit Facility matures in November 2010 and may be prepaid at any time. It bears
interest at the Operating Partnerships option, at either (i) LIBOR plus an applicable margin or
(ii) the higher of the federal funds rate plus 0.50 percent or the Citibank prime rate (each plus
the applicable margin). There were no borrowings outstanding under the Credit Facility at June 30,
2006. The Credit Facility contains various covenants limiting the Operating Partnerships ability
to incur indebtedness; grant certain liens; make certain loans, acquisitions and investments; make
any material change to the nature of its business; acquire another company; or enter into a merger
or sale of assets, including the sale or transfer of interests in the Operating Partnerships
subsidiaries. The Credit Facility also contains covenants (each as defined in the credit agreement)
requiring the Operating Partnership to maintain, on a rolling four-quarter basis, a maximum total
debt to EBITDA ratio of 4.75 to 1, which can generally be increased to 5.25 to 1 during an
acquisition period; and an interest coverage ratio of at least 3.0 to 1. The Operating Partnership
is in compliance with these covenants as of June 30, 2006. The Partnerships ratio of total debt to
EBITDA was 2.9 to 1 and the interest coverage ratio was 4.7 to 1 at June 30, 2006.
On March 1, 2006, the Partnership completed its acquisition of two Texas crude oil
pipeline systems for approximately $108.9 million (see Note 2). The Partnership initially financed
these transactions with $109.5 million of borrowings under the Credit Facility. All of the $216.1
million in borrowings outstanding under the Credit Facility were repaid in May 2006 with
12
proceeds from the Senior Notes offering described below, together with a portion of the net
proceeds from the concurrent offering of 2.68 million limited partner common units (see Note 9).
During May 2006, the Operating Partnership issued $175 million of 6.125 percent Senior
Notes, due May 15, 2016 at 99.858 percent of the principal amount, for net proceeds of $173.3
million after the underwriters commission and legal, accounting and other transaction expenses.
The discount is amortized on a straight-line basis over the term of the Senior Notes and is
included within interest expense in the condensed consolidated statements of income. The Senior
Notes are redeemable, at a make-whole premium, and are not subject to sinking fund provisions. The
Senior Notes contain various covenants limiting the Operating Partnerships ability to incur
certain liens, engage in sale/leaseback transactions, or merge, consolidate or sell substantially
all of its assets. The Operating Partnership is in compliance with these covenants as of June 30,
2006. In addition, the Senior Notes are also subject to repurchase by the Operating Partnership, at
the option of the holders of the Senior Notes, at a price equal to 100 percent of their principal
amount, plus accrued and unpaid interest upon a change of control to a non-investment grade entity.
The net proceeds from the Senior Notes, together with the $110.4 million in net proceeds from the
concurrent offering of 2.68 million limited partner common units, were used to repay all of the
$216.1 million in outstanding borrowings under the Partnerships Credit Facility The balance of
the proceeds from the offerings are being used to fund the Partnerships organic growth program and
for general Partnership purposes, including to finance pending and future acquisitions.
The Partnership and the operating partnerships of the Operating Partnership serve as joint and
several guarantors of the Senior Notes and of any obligations under the Credit Facility. The
guarantees are full and unconditional. See Note 13 for supplemental condensed consolidating
financial information.
7. Commitments and Contingent Liabilities
The Partnership is subject to numerous federal, state and local laws which regulate the
discharge of materials into the environment or that otherwise relate to the protection of the
environment. These laws and regulations result in liabilities and loss contingencies for
remediation at the Partnerships facilities and at third-party or formerly owned sites. The accrued
liability for environmental remediation in the condensed consolidated balance sheets was $0.6
million as of June 30, 2006 and December 31, 2005. There are no liabilities attributable to
unasserted claims, nor have any recoveries from insurance been assumed.
Total future costs for environmental remediation activities will depend upon, among other
things, the identification of any additional sites, the determination of the extent of any
contamination at each site, the timing and nature of required remedial actions, the technology
available and needed to meet the various existing legal requirements, the nature and extent of
future environmental laws, inflation rates and the determination of the Partnerships liability at
multi-party sites, if any, in light of uncertainties with respect to joint and several liability,
and the number, participation levels and financial viability of other parties. As discussed below,
the Partnerships future costs will also be impacted by an indemnification from Sunoco.
Sunoco has indemnified the Partnership for 30 years from environmental and toxic tort
liabilities related to the assets contributed to the Partnership that arise from the operation of
such assets prior to the closing of the Partnerships initial public offering (IPO) on February
8, 2002. Sunoco has indemnified the Partnership for 100 percent of all such losses asserted within
the first 21 years of closing of the February 2002 IPO. Sunocos share of liability for claims
asserted thereafter will decrease by 10 percent a year. For example, for a claim asserted during
the twenty-third year after closing of the February 2002 IPO, Sunoco would be required to indemnify
the Partnership for 80 percent of its loss. There is no monetary cap on the amount of indemnity
coverage provided by Sunoco. The Partnership has agreed to indemnify Sunoco and its affiliates for
events and conditions associated with the operation of the Partnerships assets that occur on or
after the closing of the February 2002 IPO and for environmental and toxic tort liabilities to the
extent Sunoco is not required to indemnify the Partnership.
Sunoco has also indemnified the Partnership for liabilities, other than environmental and
toxic tort liabilities related to the assets contributed to the Partnership, that arise out of
Sunocos ownership and operation of the assets prior to the closing of the February 2002 IPO and
that are asserted within 10 years after closing of the February 2002 IPO. In addition, Sunoco has
indemnified the Partnership from liabilities relating to certain defects in title to the assets
contributed to the Partnership and associated with failure to obtain certain consents and permits
necessary to conduct its business that arise within 10 years after closing of the February 2002 IPO
as well as from liabilities relating to legal actions pending against Sunoco or its affiliates as
of February 2, 2002, or events and conditions associated with any assets retained by Sunoco or its
affiliates.
Management of the Partnership does not believe that any liabilities which may arise from
claims indemnified by Sunoco would be material in relation to the consolidated financial position
of the Partnership at June 30, 2006.
13
There are certain other pending legal proceedings related to matters arising after the
February 2002 IPO which are not indemnified by Sunoco. Management believes that any liabilities
that may arise from these legal proceedings will not be material in relation to the consolidated
financial position of the Partnership at June 30, 2006.
8. 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. The LTIP is administered by the independent directors of the
Compensation Committee of the general partners board of directors with respect to employee awards,
and by the non-independent members of the general partners board of directors with respect to
awards granted to the independent directors. The LTIP currently permits the grant of restricted
units and unit options covering an aggregate of 1,250,000 common units. There have been no grants
of unit options since the inception of the LTIP. Restricted unit awards under the Partnerships
LTIP generally vest upon completion of a three-year service period. For performance-based awards,
adjustments for attainment of performance targets can range from 0200 percent of the award grant,
and are payable in common units. Restricted unit awards may also include tandem distribution
equivalent rights (DERs) at the discretion of the Compensation Committee. Subject to applicable
vesting criteria, a DER entitles the grantee to a cash payment equal to cash distributions paid on
an outstanding common unit during the period the restricted unit is outstanding. DERs are
recognized as a reduction of Partners Capital as they become vested.
As of June 30, 2006, there were approximately 0.2 million unvested restricted stock units
outstanding with a weighted average grant-date fair value of $39.71 per unit, and a contractual
life of three years. As of June 30, 2006, total compensation cost related to non-vested awards not
yet recognized was $2.7 million, and the weighted-average period over which this cost is expected
to be recognized in expense is 1.8 years. The number of restricted stock units outstanding and the
total compensation cost related to non-vested awards not yet recognized reflect the Partnerships
estimates of performance factors pertaining to performance-based restricted unit awards.
Effective January 1, 2006, the Partnership adopted Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based Payment (SFAS No. 123R), using the modified-prospective
method. SFAS No. 123R revised the accounting for stock-based compensation required by Statement of
Financial Accounting Standards No. 123 Accounting for Stock-Based Compensation (SFAS No. 123).
Among other things, SFAS No. 123R requires a fair-value-based method of accounting for share-based
payment transactions, which is similar to the method followed by the Partnership under the
provisions of SFAS No. 123.
SFAS No. 123R also requires the use of a non-substantive vesting period approach for new
share-based payment awards that vest when an employee becomes retirement eligible, as is the case
under the Partnerships Long-Term Incentive Plan (i.e., the vesting period cannot exceed the date
an employee becomes retirement eligible). The effect will be to accelerate expense recognition
compared to the vesting period approach that the Partnership previously followed under SFAS No.
123. As a result of adopting Statement 123(R) on January 1, 2006, the Partnerships net income is
$0.9 million lower for the three and six months ended June 30, 2006, than if it had continued to
account for share-based compensation under SFAS No. 123. Basic and diluted earnings per unit are
each $0.01 lower for the three months ended June 30, 2006 and are $0.02 and $0.01 lower for the six
months ended June 30, 2006, respectively, than if the Partnership had continued to account for
share-based compensation under SFAS No. 123. The future impact of the non-substantive vesting
period will be dependent upon the value of future stock-based awards granted to employees who are
eligible to retire prior to the normal vesting periods of the awards.
The Partnership recognized share-based compensation expense related to the LTIP of
approximately $2.6 million in the first six months of 2006 under SFAS No. 123R and $1.6 million for
the first six months of 2005 under SFAS No.123. During the year ended December 31, 2005,
approximately 118,400 awards under the LTIP vested. During the first quarter of 2006, the
Partnership issued 86,827 new common units (after netting for taxes of approximately $1.4 million)
and made DER-related payments of approximately $0.7 million in connection with the vesting.
9. Equity Offerings
In May 2006, the Partnership sold 2.4 million common units in a public offering at a
price of $43.00 per unit. In June 2006, the Partnership sold an additional 280,000 common units to
cover over-allotments in connection with the May 2006 sale. The purchase price for the over
allotment was equal to the offering price in the May 2006 sale. The units were issued under the
Partnerships Form S-3 shelf registration statement declared effective by the SEC in April 2006.
The total sale of units resulted in gross proceeds of $115.2 million, and net proceeds of $110.4
million, after the underwriters commission
14
and legal, accounting and other transaction expenses. Net proceeds of the offering, together
with the $173.3 million in net proceeds from the concurrent offering of Senior Notes (see Note 6),
were used to repay $216.1 million of the debt incurred under the revolving credit facility, to fund
the Partnerships 2006 organic growth program, and for general partnership purposes. Also as a
result of the issuance of these units, the general partner contributed $2.4 million to the
Partnership to maintain its 2.0 percent general partner interest.
At June 30, 2006, Sunocos ownership in the Partnership, including its 2.0 percent
general partner interest, was 43.4 percent.
10. Cash Distributions
Within 45 days after the end of each quarter, the Partnership distributes all cash on
hand at the end of the quarter, less reserves established by the general partner in its discretion.
This is defined as available cash in the partnership agreement. The general partner has broad
discretion to establish cash reserves that it determines are necessary or appropriate to properly
conduct the Partnerships business. The Partnership will make quarterly distributions to the extent
there is sufficient cash from operations after establishment of cash reserves and payment of fees
and expenses, including payments to the general partner.
The Partnership had 5,691,819 subordinated units issued as of June 30, 2006, all of which
were held by the general partner and for which there is no established public trading market.
The Partnership originally issued 11,383,639 subordinated units to its general partner in
connection with the 2002 IPO. The subordination period is generally defined in the partnership
agreement as the period that ends on the first day of any quarter beginning after December 31, 2006
if (1) the Partnership has distributed at least the minimum quarterly distribution on all
outstanding units with respect to each of the immediately preceding three consecutive,
non-overlapping four-quarter periods; and (2) the adjusted operating surplus, as defined in the
partnership agreement, during such periods equals or exceeds the amount that would have been
sufficient to enable the Partnership to distribute the minimum quarterly distribution on all
outstanding units on a fully diluted basis and the related distribution on the 2 percent general
partner interest during those periods. In addition, under the partnership agreement, one quarter
of the subordinated units may convert to common units on a one-for-one basis after both December
31, 2004 and December 31, 2005, if the Partnership meets the required tests for the preceding three
consecutive, non-overlapping four-quarter periods. When the subordination period ends, the rights
of the holders of subordinated units will no longer be subordinated to the rights of the holders of
common units and the subordinated units may be converted into common units.
During the subordination period, the Partnership will generally pay cash distributions each
quarter in the following manner:
|
|
|
First, 98 percent to the holders of common units and 2 percent to the general partner,
until each common unit has received a minimum quarterly distribution of $0.45, plus any
arrearages from prior quarters; |
|
|
|
|
Second, 98 percent to the holders of subordinated units and 2 percent to the general
partner, until each subordinated unit has received a minimum quarterly distribution of
$0.45; and |
|
|
|
|
Thereafter, in the manner discussed below. |
The Partnership has met the minimum quarterly distribution requirements on all
outstanding units for each of the three consecutive, non-overlapping four-quarter periods ended
December 31, 2004 and 2005. As a result, a total of 5,691,820 subordinated units were converted
into common units on a one-for-one basis, 2,845,910 each on February 15, 2005 and February 15,
2006. As of June 30, 2006, there are 5,691,819 subordinated units outstanding, all of which may be
converted in February 2007 as long as the Partnership continues to meet the financial tests noted
above for each of the three consecutive, non-overlapping four-quarter periods ending December 31,
2006.
After the subordination period, the Partnership will, in general, pay cash distributions
each quarter in the following manner:
|
|
|
|
|
|
|
|
|
|
|
Percentage of Distributions |
|
Quarterly Cash Distribution Amount per Unit |
|
Unitholders |
|
|
General Partner |
|
Up to minimum quarterly distribution ($0.45 per Unit) |
|
|
98 |
% |
|
|
2 |
% |
Above $0.45 per Unit up to $0.50 per Unit |
|
|
98 |
% |
|
|
2 |
% |
Above $0.50 per Unit up to $0.575 per Unit |
|
|
85 |
% |
|
|
15 |
% |
Above $0.575 per Unit up to $0.70 per Unit |
|
|
75 |
% |
|
|
25 |
% |
Above $0.70 per Unit |
|
|
50 |
% |
|
|
50 |
% |
15
If cash distributions exceed $0.50 per unit in a quarter, the general partner will
receive increasing percentages, up to 50 percent, of the cash distributed in excess of that amount.
These distributions are referred to as incentive distributions. The amounts shown in the table
under Percentage of Distributions are the percentage interests of the general partner and the
unitholders in any available cash from operating surplus that is distributed up to and including
the corresponding amount in the column Quarterly Cash Distribution Amount per Unit, until the
available cash that is distributed reaches the next target distribution level, if any. The
percentage interests shown for the unitholders and the general partner for the minimum quarterly
distribution are also applicable to quarterly distribution amounts that are less than the minimum
quarterly distribution.
Distributions paid by the Partnership for the period from January 1, 2005 through June
30, 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
Total Cash |
|
|
|
Distribution |
|
|
Total Cash |
|
|
Distribution to |
|
Date Cash |
|
per Limited |
|
|
Distribution to |
|
|
the General |
|
Distribution Paid |
|
Partner Unit |
|
|
Limited Partners |
|
|
Partner |
|
|
|
|
|
|
($ in millions) |
|
|
($ in millions) |
|
February 14, 2005 |
|
$ |
0.625 |
|
|
$ |
15.0 |
|
|
$ |
1.0 |
|
May 13, 2005 |
|
$ |
0.625 |
|
|
$ |
15.1 |
|
|
$ |
1.0 |
|
August 12, 2005 |
|
$ |
0.6375 |
|
|
$ |
15.4 |
|
|
$ |
1.1 |
|
November 12, 2005 |
|
$ |
0.675 |
|
|
$ |
17.4 |
|
|
$ |
1.5 |
|
February 14, 2006 |
|
$ |
0.7125 |
|
|
$ |
18.4 |
|
|
$ |
2.0 |
|
May 15, 2006 |
|
$ |
0.75 |
|
|
$ |
21.4 |
|
|
$ |
3.3 |
|
On July 27, 2006, Sunoco Partners LLC, the general partner of Sunoco Logistics Partners
L.P., declared a cash distribution of $0.775 per
common and subordinated partnership unit ($3.10 annualized),
representing the distribution for the second quarter of 2006. The
$26.1 million distribution,
including $4.0 million to the general partner, will be paid on August 14, 2006 to unitholders of
record at the close of business on August 7, 2006.
11. Exit Costs Associated with Western Pipeline Headquarters Relocation
On June 10, 2005, the Partnership announced its intention to relocate its Western area
headquarters operations from Tulsa, Oklahoma to the Houston, Texas area. The Partnership offered to
relocate all affected employees. The Partnership substantially completed the relocation during the
first quarter 2006.
The total non-recurring expenses incurred in connection with the relocation plan amounted
to $4.9 million, including $2.9 recognized during the first quarter 2006. These costs consist
primarily of employee relocation costs, one-time termination benefits and new hire expenses. These
costs are included in selling, general and administrative expenses in the condensed statement of
income, and are included in the operating results for the Western Pipeline System segment. In
addition, the total capital expenditures associated with the move amounted to $5.5 million,
including $2.8 million in the first quarter 2006. These capital expenditures include furniture and
equipment, communication infrastructure and a pipeline control center. The Partnership did not
incur any costs related to the move in the second quarter of 2006, and does not expect the
remaining costs related to the relocation to be material.
16
12. Business Segment Information
The following table sets forth condensed statement of income information concerning the
Partnerships business segments and reconciles total segment operating income to net income for the
three months ended June 30, 2006 and 2005, respectively (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
Segment Operating Income |
|
|
|
|
|
|
|
|
Eastern Pipeline System: |
|
|
|
|
|
|
|
|
Sales and other operating revenue: |
|
|
|
|
|
|
|
|
Affiliates |
|
$ |
18,949 |
|
|
$ |
18,305 |
|
Unaffiliated customers |
|
|
6,274 |
|
|
|
5,136 |
|
Other income |
|
|
2,859 |
|
|
|
3,179 |
|
|
|
|
|
|
|
|
Total Revenues |
|
|
28,082 |
|
|
|
26,620 |
|
|
|
|
|
|
|
|
Operating expenses |
|
|
9,583 |
|
|
|
11,119 |
|
Depreciation and amortization |
|
|
2,568 |
|
|
|
2,607 |
|
Selling, general and administrative expenses |
|
|
4,604 |
|
|
|
4,740 |
|
|
|
|
|
|
|
|
Total Costs and Expenses |
|
|
16,755 |
|
|
|
18,466 |
|
|
|
|
|
|
|
|
Operating Income |
|
$ |
11,327 |
|
|
$ |
8,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminal Facilities: |
|
|
|
|
|
|
|
|
Sales and other operating revenue: |
|
|
|
|
|
|
|
|
Affiliates |
|
$ |
20,803 |
|
|
$ |
19,142 |
|
Unaffiliated customers |
|
|
9,574 |
|
|
|
8,744 |
|
|
|
|
|
|
|
|
Total Revenues |
|
|
30,377 |
|
|
|
27,886 |
|
|
|
|
|
|
|
|
Operating expenses |
|
|
12,739 |
|
|
|
11,751 |
|
Depreciation and amortization |
|
|
3,880 |
|
|
|
3,431 |
|
Selling, general and administrative expenses |
|
|
3,883 |
|
|
|
3,454 |
|
|
|
|
|
|
|
|
Total Costs and Expenses |
|
|
20,502 |
|
|
|
18,636 |
|
|
|
|
|
|
|
|
Operating Income |
|
$ |
9,875 |
|
|
$ |
9,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Western Pipeline System: |
|
|
|
|
|
|
|
|
Sales and other operating revenue: |
|
|
|
|
|
|
|
|
Affiliates |
|
$ |
478,687 |
|
|
$ |
457,563 |
|
Unaffiliated customers |
|
|
957,209 |
|
|
|
571,555 |
|
Other income |
|
|
1,013 |
|
|
|
910 |
|
|
|
|
|
|
|
|
Total Revenues |
|
|
1,436,909 |
|
|
|
1,030,028 |
|
|
|
|
|
|
|
|
Cost of products sold and operating expenses |
|
|
1,417,352 |
|
|
|
1,018,518 |
|
Depreciation and amortization |
|
|
2,763 |
|
|
|
1,455 |
|
Selling, general and administrative expenses |
|
|
5,035 |
|
|
|
4,313 |
|
|
|
|
|
|
|
|
Total Costs and Expenses |
|
|
1,425,150 |
|
|
|
1,024,286 |
|
|
|
|
|
|
|
|
Operating Income |
|
$ |
11,759 |
|
|
$ |
5,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Segment Operating Income to Net Income: |
|
|
|
|
|
|
|
|
Operating Income: |
|
|
|
|
|
|
|
|
Eastern Pipeline System |
|
$ |
11,327 |
|
|
$ |
8,154 |
|
Terminal Facilities |
|
|
9,875 |
|
|
|
9,250 |
|
Western Pipeline System |
|
|
11,759 |
|
|
|
5,742 |
|
|
|
|
|
|
|
|
Total segment operating income |
|
|
32,961 |
|
|
|
23,146 |
|
Net interest expense |
|
|
6,641 |
|
|
|
5,352 |
|
|
|
|
|
|
|
|
Net Income |
|
$ |
26,320 |
|
|
$ |
17,794 |
|
|
|
|
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
Segment Operating Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eastern Pipeline System: |
|
|
|
|
|
|
|
|
Sales and other operating revenue: |
|
|
|
|
|
|
|
|
Affiliates |
|
$ |
37,387 |
|
|
$ |
36,366 |
|
Unaffiliated customers |
|
|
13,112 |
|
|
|
10,579 |
|
Other income |
|
|
4,831 |
|
|
|
6,250 |
|
|
|
|
|
|
|
|
Total Revenues |
|
|
55,330 |
|
|
|
53,195 |
|
|
|
|
|
|
|
|
Operating expenses |
|
|
20,232 |
|
|
|
21,736 |
|
Depreciation and amortization |
|
|
5,218 |
|
|
|
5,206 |
|
Selling, general and administrative expenses |
|
|
8,672 |
|
|
|
9,399 |
|
|
|
|
|
|
|
|
Total Costs and Expenses |
|
|
34,122 |
|
|
|
36,341 |
|
|
|
|
|
|
|
|
Operating Income |
|
$ |
21,208 |
|
|
$ |
16,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminal Facilities: |
|
|
|
|
|
|
|
|
Sales and other operating revenue: |
|
|
|
|
|
|
|
|
Affiliates |
|
$ |
39,959 |
|
|
$ |
38,455 |
|
Unaffiliated customers |
|
|
19,531 |
|
|
|
17,358 |
|
Other Income |
|
|
7 |
|
|
|
1 |
|
|
|
|
|
|
|
|
Total Revenues |
|
|
59,497 |
|
|
|
55,814 |
|
|
|
|
|
|
|
|
Operating expenses |
|
|
25,296 |
|
|
|
22,790 |
|
Depreciation and amortization |
|
|
7,580 |
|
|
|
7,515 |
|
Selling, general and administrative expenses |
|
|
7,356 |
|
|
|
6,722 |
|
|
|
|
|
|
|
|
Total Costs and Expenses |
|
|
40,232 |
|
|
|
37,027 |
|
|
|
|
|
|
|
|
Operating Income |
|
$ |
19,265 |
|
|
$ |
18,787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Western Pipeline System: |
|
|
|
|
|
|
|
|
Sales and other operating revenue: |
|
|
|
|
|
|
|
|
Affiliates |
|
$ |
919,414 |
|
|
$ |
897,112 |
|
Unaffiliated customers |
|
|
1,723,064 |
|
|
|
1,092,424 |
|
Other income |
|
|
1,425 |
|
|
|
1,465 |
|
|
|
|
|
|
|
|
Total Revenues |
|
|
2,643,903 |
|
|
|
1,991,001 |
|
|
|
|
|
|
|
|
Cost of products sold and operating expenses |
|
|
2,608,932 |
|
|
|
1,971,773 |
|
Depreciation and amortization |
|
|
5,359 |
|
|
|
2,894 |
|
Selling, general and administrative expenses |
|
|
12,497 |
|
|
|
8,303 |
|
|
|
|
|
|
|
|
Total Costs and Expenses |
|
|
2,626,788 |
|
|
|
1,982,970 |
|
|
|
|
|
|
|
|
Operating Income |
|
$ |
17,115 |
|
|
$ |
8,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Segment Operating Income to Net Income: |
|
|
|
|
|
|
|
|
Operating Income: |
|
|
|
|
|
|
|
|
Eastern Pipeline System |
|
$ |
21,208 |
|
|
$ |
16,854 |
|
Terminal Facilities |
|
|
19,265 |
|
|
|
18,787 |
|
Western Pipeline System |
|
|
17,115 |
|
|
|
8,031 |
|
|
|
|
|
|
|
|
Total segment operating income |
|
|
57,588 |
|
|
|
43,672 |
|
Net interest expense |
|
|
12,844 |
|
|
|
10,580 |
|
|
|
|
|
|
|
|
Net Income |
|
$ |
44,744 |
|
|
$ |
33,092 |
|
|
|
|
|
|
|
|
18
The following table provides the identifiable assets for each segment as of June 30, 2006
and December 31, 2005 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Eastern Pipeline System |
|
$ |
347,566 |
|
|
$ |
343,591 |
|
Terminal Facilities |
|
$ |
321,328 |
|
|
$ |
293,119 |
|
Western Pipeline System |
|
$ |
1,384,706 |
|
|
$ |
1,016,915 |
|
Corporate and other |
|
$ |
41,741 |
|
|
$ |
27,060 |
|
|
|
|
|
|
|
|
Total identifiable assets |
|
$ |
2,095,341 |
|
|
$ |
1,680,685 |
|
|
|
|
|
|
|
|
Corporate and other assets consist primarily of cash and cash equivalents, advances to
affiliates and deferred charges.
13. Supplemental Condensed Consolidating Financial Information
The Partnership and the operating subsidiaries of the Operating Partnership serve as joint and
several guarantors of the 6.125% and 7.25% Senior Notes and of any obligations under the Credit
Facility. The guarantees are full and unconditional. Given that certain, but not all subsidiaries
of the Partnership are guarantors, the Partnership is required to present the following
supplemental condensed consolidating financial information. For purposes of the following footnote,
Sunoco Logistics Partners, L.P. is referred to as Parent and Sunoco Logistics Partners Operations
L.P. is referred to as Subsidiary Issuer. Sunoco Partners Marketing and Terminals L.P. and
Sunoco Pipeline L.P. are collectively referred to as the Guarantor Subsidiaries and Sunoco
Logistics Partners GP LLC, Sunoco Logistics Partners Operations GP LLC and Sunoco Partners Lease
Acquisition & Marketing LLC are referred to as Non-Guarantor Subsidiaries. Sun Pipe Line
Services (Out) LLC, previously considered a Non-Guarantor Subsidiary, was merged into Sunoco
Pipeline L.P. in the second quarter 2006.
The following supplemental condensed consolidating financial information (in thousands)
reflects the Parents separate accounts, the Subsidiary Issuers separate accounts, the combined
accounts of the Guarantor Subsidiaries, the combined accounts of the Non-Guarantor Subsidiaries,
the combined consolidating adjustments and eliminations and the Parents consolidated accounts for
the dates and periods indicated. For purposes of the following condensed consolidating information,
the Parents investments in its subsidiaries and the Subsidiary Issuers investments in its
subsidiaries are accounted for under the equity method of accounting.
19
Statement of Income
Three Months Ended June 30, 2006
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary |
|
|
Subsidiary |
|
|
Guarantor |
|
|
Consolidating |
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and other operating
revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliates |
|
$ |
|
|
|
$ |
|
|
|
$ |
518,197 |
|
|
$ |
242 |
|
|
$ |
|
|
|
$ |
518,439 |
|
Unaffiliated customers |
|
|
|
|
|
|
|
|
|
|
972,319 |
|
|
|
738 |
|
|
|
|
|
|
|
973,057 |
|
Equity in earnings of subsidiaries |
|
|
25,720 |
|
|
|
32,373 |
|
|
|
|
|
|
|
3 |
|
|
|
(58,096 |
) |
|
|
|
|
Other income |
|
|
|
|
|
|
|
|
|
|
3,872 |
|
|
|
|
|
|
|
|
|
|
|
3,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
|
25,720 |
|
|
|
32,373 |
|
|
|
1,494,388 |
|
|
|
983 |
|
|
|
(58,096 |
) |
|
|
1,495,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold and
operating expenses |
|
|
|
|
|
|
|
|
|
|
1,439,324 |
|
|
|
350 |
|
|
|
|
|
|
|
1,439,674 |
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
9,181 |
|
|
|
30 |
|
|
|
|
|
|
|
9,211 |
|
Selling, general and administrative
expenses |
|
|
|
|
|
|
|
|
|
|
13,519 |
|
|
|
3 |
|
|
|
|
|
|
|
13,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Costs and Expenses |
|
|
|
|
|
|
|
|
|
|
1,462,024 |
|
|
|
383 |
|
|
|
|
|
|
|
1,462,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
25,720 |
|
|
|
32,373 |
|
|
|
32,364 |
|
|
|
600 |
|
|
|
(58,096 |
) |
|
|
32,961 |
|
Net interest cost paid to/ (received
from) affiliates |
|
|
|
|
|
|
426 |
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
414 |
|
Other interest cost and debt
expenses, net |
|
|
|
|
|
|
7,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,416 |
|
Capitalized interest |
|
|
|
|
|
|
(1,189 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,189 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
25,720 |
|
|
$ |
25,720 |
|
|
$ |
32,376 |
|
|
$ |
600 |
|
|
$ |
(58,096 |
) |
|
$ |
26,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
Statement of Income
Three Months Ended June 30, 2005
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary |
|
|
Subsidiary |
|
|
Guarantor |
|
|
Consolidating |
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and other operating
revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliates |
|
$ |
|
|
|
$ |
|
|
|
$ |
495,010 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
495,010 |
|
Unaffiliated customers |
|
|
|
|
|
|
|
|
|
|
585,435 |
|
|
|
|
|
|
|
|
|
|
|
585,435 |
|
Equity in earnings of subsidiaries |
|
|
17,786 |
|
|
|
23,879 |
|
|
|
|
|
|
|
2 |
|
|
|
(41,667 |
) |
|
|
|
|
Other income |
|
|
|
|
|
|
|
|
|
|
4,089 |
|
|
|
|
|
|
|
|
|
|
|
4,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
|
17,786 |
|
|
|
23,879 |
|
|
|
1,084,534 |
|
|
|
2 |
|
|
|
(41,667 |
) |
|
|
1,084,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold and
operating expenses |
|
|
|
|
|
|
|
|
|
|
1,041,393 |
|
|
|
(5 |
) |
|
|
|
|
|
|
1,041,388 |
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
7,493 |
|
|
|
|
|
|
|
|
|
|
|
7,493 |
|
Selling, general and administrative
expenses |
|
|
|
|
|
|
|
|
|
|
12,507 |
|
|
|
|
|
|
|
|
|
|
|
12,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Costs and Expenses |
|
|
|
|
|
|
|
|
|
|
1,061,393 |
|
|
|
(5 |
) |
|
|
|
|
|
|
1,061,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
17,786 |
|
|
|
23,879 |
|
|
|
23,141 |
|
|
|
7 |
|
|
|
(41,667 |
) |
|
|
23,146 |
|
Net interest cost paid to/ (received
from) affiliates |
|
|
|
|
|
|
828 |
|
|
|
(741 |
) |
|
|
|
|
|
|
|
|
|
|
87 |
|
Other interest cost and debt
expenses, net |
|
|
|
|
|
|
5,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
17,786 |
|
|
$ |
17,786 |
|
|
$ |
23,882 |
|
|
$ |
7 |
|
|
$ |
(41,667 |
) |
|
$ |
17,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
Statement of Income
Six Months Ended June 30, 2006
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary |
|
|
Subsidiary |
|
|
Guarantor |
|
|
Consolidating |
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and other operating
revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliates |
|
$ |
|
|
|
$ |
|
|
|
$ |
996,298 |
|
|
$ |
462 |
|
|
$ |
|
|
|
$ |
996,760 |
|
Unaffiliated customers |
|
|
|
|
|
|
|
|
|
|
1,754,686 |
|
|
|
1,021 |
|
|
|
|
|
|
|
1,755,707 |
|
Equity in earnings of subsidiaries |
|
|
43,891 |
|
|
|
57,237 |
|
|
|
|
|
|
|
6 |
|
|
|
(101,134 |
) |
|
|
|
|
Other income |
|
|
|
|
|
|
|
|
|
|
6,263 |
|
|
|
|
|
|
|
|
|
|
|
6,263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
|
43,891 |
|
|
|
57,237 |
|
|
|
2,757,247 |
|
|
|
1,489 |
|
|
|
(101,134 |
) |
|
|
2,758,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold and
operating expenses |
|
|
|
|
|
|
|
|
|
|
2,653,888 |
|
|
|
572 |
|
|
|
|
|
|
|
2,654,460 |
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
18,096 |
|
|
|
61 |
|
|
|
|
|
|
|
18,157 |
|
Selling, general and administrative
expenses |
|
|
|
|
|
|
|
|
|
|
28,522 |
|
|
|
3 |
|
|
|
|
|
|
|
28,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Costs and Expenses |
|
|
|
|
|
|
|
|
|
|
2,700,506 |
|
|
|
636 |
|
|
|
|
|
|
|
2,701,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
43,891 |
|
|
|
57,237 |
|
|
|
56,741 |
|
|
|
853 |
|
|
|
(101,134 |
) |
|
|
57,588 |
|
Net interest cost paid to/ (received
from) affiliates |
|
|
|
|
|
|
1,225 |
|
|
|
(502 |
) |
|
|
|
|
|
|
|
|
|
|
723 |
|
Other interest cost and debt
expenses, net |
|
|
|
|
|
|
13,866 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,866 |
|
Capitalized interest |
|
|
|
|
|
|
(1,745 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,745 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
43,891 |
|
|
$ |
43,891 |
|
|
$ |
57,243 |
|
|
$ |
853 |
|
|
$ |
(101,134 |
) |
|
$ |
44,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
Statement of Income
Six Months Ended June 30, 2005
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary |
|
|
Subsidiary |
|
|
Guarantor |
|
|
Consolidating |
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and other operating
revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliates |
|
$ |
|
|
|
$ |
|
|
|
$ |
971,933 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
971,933 |
|
Unaffiliated customers |
|
|
|
|
|
|
|
|
|
|
1,120,361 |
|
|
|
|
|
|
|
|
|
|
|
1,120,361 |
|
Equity in earnings of subsidiaries |
|
|
33,082 |
|
|
|
44,922 |
|
|
|
|
|
|
|
4 |
|
|
|
(78,008 |
) |
|
|
|
|
Other income |
|
|
|
|
|
|
|
|
|
|
7,716 |
|
|
|
|
|
|
|
|
|
|
|
7,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
|
33,082 |
|
|
|
44,922 |
|
|
|
2,100,010 |
|
|
|
4 |
|
|
|
(78,008 |
) |
|
|
2,100,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold and
operating expenses |
|
|
|
|
|
|
|
|
|
|
2,016,304 |
|
|
|
(5 |
) |
|
|
|
|
|
|
2,016,299 |
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
15,615 |
|
|
|
|
|
|
|
|
|
|
|
15,615 |
|
Selling, general and administrative
expenses |
|
|
|
|
|
|
|
|
|
|
24,424 |
|
|
|
|
|
|
|
|
|
|
|
24,424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Costs and Expenses |
|
|
|
|
|
|
|
|
|
|
2,056,343 |
|
|
|
(5 |
) |
|
|
|
|
|
|
2,056,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
33,082 |
|
|
|
44,922 |
|
|
|
43,667 |
|
|
|
9 |
|
|
|
(78,008 |
) |
|
|
43,672 |
|
Net interest cost paid to/ (received
from) affiliates |
|
|
|
|
|
|
1,412 |
|
|
|
(1,260 |
) |
|
|
|
|
|
|
|
|
|
|
152 |
|
Other interest cost and debt
expenses, net |
|
|
|
|
|
|
10,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
33,082 |
|
|
$ |
33,082 |
|
|
$ |
44,927 |
|
|
$ |
9 |
|
|
$ |
(78,008 |
) |
|
$ |
33,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
Balance Sheet
June 30, 2006
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary |
|
|
Subsidiary |
|
|
Guarantor |
|
|
Consolidating |
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
25,442 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
25,442 |
|
Advances to affiliates |
|
|
8,515 |
|
|
|
|
|
|
|
(761 |
) |
|
|
|
|
|
|
|
|
|
|
7,754 |
|
Accounts receivable, affiliated
companies |
|
|
|
|
|
|
|
|
|
|
165,344 |
|
|
|
|
|
|
|
|
|
|
|
165,344 |
|
Accounts receivable, net |
|
|
|
|
|
|
|
|
|
|
808,126 |
|
|
|
|
|
|
|
|
|
|
|
808,126 |
|
Inventories |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil |
|
|
|
|
|
|
|
|
|
|
29,219 |
|
|
|
|
|
|
|
|
|
|
|
29,219 |
|
Materials, supplies and other |
|
|
|
|
|
|
|
|
|
|
725 |
|
|
|
|
|
|
|
|
|
|
|
725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets |
|
|
8,515 |
|
|
|
25,442 |
|
|
|
1,002,653 |
|
|
|
|
|
|
|
|
|
|
|
1,036,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Properties, plants and
equipment, net |
|
|
|
|
|
|
|
|
|
|
958,428 |
|
|
|
|
|
|
|
|
|
|
|
958,428 |
|
Investment in affiliates |
|
|
625,436 |
|
|
|
1,026,668 |
|
|
|
69,071 |
|
|
|
100 |
|
|
|
(1,652,204 |
) |
|
|
69,071 |
|
Deferred charges and other assets |
|
|
(25 |
) |
|
|
3,755 |
|
|
|
27,502 |
|
|
|
|
|
|
|
|
|
|
|
31,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
633,926 |
|
|
$ |
1,055,865 |
|
|
$ |
2,057,654 |
|
|
$ |
100 |
|
|
$ |
(1,652,204 |
) |
|
$ |
2,095,341 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Partners Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
|
|
|
$ |
3 |
|
|
$ |
958,312 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
958,315 |
|
Accrued liabilities |
|
|
1,109 |
|
|
|
8,358 |
|
|
|
19,022 |
|
|
|
|
|
|
|
|
|
|
|
28,489 |
|
Accrued taxes other than income |
|
|
|
|
|
|
|
|
|
|
23,853 |
|
|
|
|
|
|
|
|
|
|
|
23,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities |
|
|
1,109 |
|
|
|
8,361 |
|
|
|
1,001,187 |
|
|
|
|
|
|
|
|
|
|
|
1,010,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
|
|
|
|
423,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
423,813 |
|
Other deferred credits and liabilities |
|
|
|
|
|
|
|
|
|
|
23,343 |
|
|
|
|
|
|
|
|
|
|
|
23,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
1,109 |
|
|
|
432,174 |
|
|
|
1,024,530 |
|
|
|
|
|
|
|
|
|
|
|
1,457,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Partners Capital |
|
|
632,817 |
|
|
|
623,691 |
|
|
|
1,033,124 |
|
|
|
100 |
|
|
|
(1,652,204 |
) |
|
|
637,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Partners
Capital |
|
$ |
633,926 |
|
|
$ |
1,055,865 |
|
|
$ |
2,057,654 |
|
|
$ |
100 |
|
|
$ |
(1,652,204 |
) |
|
$ |
2,095,341 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
Balance Sheet
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary |
|
|
Subsidiary |
|
|
Guarantor |
|
|
Consolidating |
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
21,645 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
21,645 |
|
Advances to affiliates |
|
|
|
|
|
|
|
|
|
|
5,506 |
|
|
|
|
|
|
|
(5,506 |
) |
|
|
|
|
Accounts receivable, affiliated
companies |
|
|
|
|
|
|
|
|
|
|
136,536 |
|
|
|
|
|
|
|
|
|
|
|
136,536 |
|
Accounts receivable, net |
|
|
|
|
|
|
|
|
|
|
584,509 |
|
|
|
|
|
|
|
|
|
|
|
584,509 |
|
Inventories |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil |
|
|
|
|
|
|
|
|
|
|
27,561 |
|
|
|
|
|
|
|
|
|
|
|
27,561 |
|
Materials, supplies and other |
|
|
|
|
|
|
|
|
|
|
700 |
|
|
|
|
|
|
|
|
|
|
|
700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets |
|
|
|
|
|
|
21,645 |
|
|
|
754,812 |
|
|
|
|
|
|
|
(5,506 |
) |
|
|
770,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Properties, plants and
equipment, net |
|
|
|
|
|
|
|
|
|
|
809,342 |
|
|
|
5,494 |
|
|
|
|
|
|
|
814,836 |
|
Investment in affiliates |
|
|
464,986 |
|
|
|
778,106 |
|
|
|
69,291 |
|
|
|
(130 |
) |
|
|
(1,243,156 |
) |
|
|
69,097 |
|
Deferred charges and other assets |
|
|
|
|
|
|
2,459 |
|
|
|
23,325 |
|
|
|
17 |
|
|
|
|
|
|
|
25,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
464,986 |
|
|
$ |
802,210 |
|
|
$ |
1,656,770 |
|
|
$ |
5,381 |
|
|
$ |
(1,248,662 |
) |
|
$ |
1,680,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Partners Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
|
|
|
$ |
|
|
|
$ |
720,127 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
720,127 |
|
Accrued liabilities |
|
|
1,171 |
|
|
|
6,800 |
|
|
|
24,913 |
|
|
|
|
|
|
|
|
|
|
|
32,884 |
|
Accrued taxes other than income |
|
|
|
|
|
|
|
|
|
|
20,986 |
|
|
|
|
|
|
|
|
|
|
|
20,986 |
|
Advances from affiliates |
|
|
5,945 |
|
|
|
|
|
|
|
|
|
|
|
5,311 |
|
|
|
(5,506 |
) |
|
|
5,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities |
|
|
7,116 |
|
|
|
6,800 |
|
|
|
766,026 |
|
|
|
5,311 |
|
|
|
(5,506 |
) |
|
|
779,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
|
|
|
|
355,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
355,573 |
|
Other deferred credits and liabilities |
|
|
|
|
|
|
|
|
|
|
21,954 |
|
|
|
|
|
|
|
|
|
|
|
21,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
7,116 |
|
|
|
362,373 |
|
|
|
787,980 |
|
|
|
5,311 |
|
|
|
(5,506 |
) |
|
|
1,157,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Partners Capital |
|
|
457,870 |
|
|
|
439,837 |
|
|
|
868,790 |
|
|
|
70 |
|
|
|
(1,243,156 |
) |
|
|
523,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Partners
Capital |
|
$ |
464,986 |
|
|
$ |
802,210 |
|
|
$ |
1,656,770 |
|
|
$ |
5,381 |
|
|
$ |
(1,248,662 |
) |
|
$ |
1,680,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
Statement of Cash Flows
Six Months Ended June 30, 2006
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary |
|
|
Subsidiary |
|
|
Guarantor |
|
|
Consolidating |
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Net Cash Flows from
Operating Activities |
|
$ |
43,829 |
|
|
$ |
44,152 |
|
|
$ |
58,452 |
|
|
$ |
914 |
|
|
$ |
(101,134 |
) |
|
$ |
46,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing
Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
(53,759 |
) |
|
|
|
|
|
|
|
|
|
|
(53,759 |
) |
Acquisitions |
|
|
|
|
|
|
|
|
|
|
(108,900 |
) |
|
|
|
|
|
|
|
|
|
|
(108,900 |
) |
Intercompany |
|
|
(97,103 |
) |
|
|
(107,062 |
) |
|
|
103,945 |
|
|
|
(914 |
) |
|
|
101,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(97,103 |
) |
|
|
(107,062 |
) |
|
|
(58,714 |
) |
|
|
(914 |
) |
|
|
101,134 |
|
|
|
(162,659 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing
Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution paid to
Limited Partners and General
Partner |
|
|
(45,047 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(45,047 |
) |
Payments of statutory
withholding on net issuance of
Limited Partner units under
restricted unit incentive plan |
|
|
|
|
|
|
|
|
|
|
(1,443 |
) |
|
|
|
|
|
|
|
|
|
|
(1,443 |
) |
Net proceeds from issuance of
Limited Partner units |
|
|
110,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,357 |
|
Net contribution from General
Partner for Limited Partner
unit transactions |
|
|
2,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,426 |
|
Net proceeds from issuance of
Senior Notes |
|
|
|
|
|
|
173,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
173,307 |
|
Advances to affiliates, net |
|
|
(14,462 |
) |
|
|
|
|
|
|
958 |
|
|
|
|
|
|
|
|
|
|
|
(13,504 |
) |
Borrowings under credit facility |
|
|
|
|
|
|
109,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
109,500 |
|
Repayments under credit facility |
|
|
|
|
|
|
(216,100 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(216,100 |
) |
Contributions from affiliate |
|
|
|
|
|
|
|
|
|
|
747 |
|
|
|
|
|
|
|
|
|
|
|
747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,274 |
|
|
|
66,707 |
|
|
|
262 |
|
|
|
|
|
|
|
|
|
|
|
120,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and
cash equivalents |
|
|
|
|
|
|
3,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,797 |
|
Cash and cash equivalents at
beginning of year |
|
|
|
|
|
|
21,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
at end of period |
|
$ |
|
|
|
$ |
25,442 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
25,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
Statement of Cash Flows
Six Months Ended June 30, 2005
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary |
|
|
Subsidiary |
|
|
Guarantor |
|
|
Consolidating |
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Net Cash Flows from
Operating Activities |
|
$ |
33,365 |
|
|
$ |
33,278 |
|
|
$ |
41,233 |
|
|
$ |
9 |
|
|
$ |
(78,008 |
) |
|
$ |
29,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from
Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
(17,930 |
) |
|
|
|
|
|
|
|
|
|
|
(17,930 |
) |
Intercompany |
|
|
(20,671 |
) |
|
|
(40,726 |
) |
|
|
(16,602 |
) |
|
|
(9 |
) |
|
|
78,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,671 |
) |
|
|
(40,726 |
) |
|
|
(34,532 |
) |
|
|
(9 |
) |
|
|
78,008 |
|
|
|
(17,930 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from
Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution paid to
Limited Partners and
General Partner |
|
|
(32,013 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,013 |
) |
Payments of statutory
withholding on net issuance
of Limited Partner units
under restricted unit
incentive plan |
|
|
|
|
|
|
|
|
|
|
(2,863 |
) |
|
|
|
|
|
|
|
|
|
|
(2,863 |
) |
Net proceeds from issuance
of Limited Partner units |
|
|
99,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,203 |
|
Redemption of Limited
Partner units from Sunoco |
|
|
(99,203 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(99,203 |
) |
Net contribution from
General Partner for Limited
Partner unit transactions |
|
|
137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137 |
|
Advances to affiliates, net |
|
|
19,182 |
|
|
|
|
|
|
|
(4,733 |
) |
|
|
|
|
|
|
|
|
|
|
14,449 |
|
|
Contributions from affiliate |
|
|
|
|
|
|
|
|
|
|
895 |
|
|
|
|
|
|
|
|
|
|
|
895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,694 |
) |
|
|
|
|
|
|
(6,701 |
) |
|
|
|
|
|
|
|
|
|
|
(19,395 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and
cash equivalents |
|
|
|
|
|
|
(7,448 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,448 |
) |
Cash and cash equivalents
at beginning of year |
|
|
|
|
|
|
52,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents at end of
period |
|
$ |
|
|
|
$ |
45,212 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
45,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14. Subsequent Event
On July 27, 2006, the Partnership announced that is has executed a purchase agreement with
Sunoco, Inc. to acquire a 100 percent interest in Sun Pipe Line Company of Delaware LLC, the owner
of a 55.3 percent equity interest in Mid-Valley Pipeline Company (Mid-Valley) for $65 million,
subject to certain adjustments five years following the date of closing. Closing is expected
within the next 30 days, subject to expiration of the Hart-Scott-Rodino waiting period. The
purchase will initially be financed with the Partnerships revolving credit facility and cash on
hand. Mid-Valley owns a 994-mile pipeline, which originates in Longview, Texas and terminates in
Samaria, Michigan, and has operating capacity of 238,000 barrels per day and 4.2 million barrels of
shell storage capacity. Mid-Valley provides crude oil to a number of refineries, primarily in the
Midwest United States. The Partnership will continue to be the operator of the Mid-Valley
pipeline.
27
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations Three Months Ended June 30, 2006 and 2005
Sunoco Logistics Partners L.P.
Operating Highlights
Three Months Ended June 30, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
June 30, |
|
|
2006 |
|
2005 |
Eastern Pipeline System: (1) |
|
|
|
|
|
|
|
|
Total shipments (barrel miles per day)(2) |
|
|
58,451,104 |
|
|
|
55,429,896 |
|
Revenue per barrel mile (cents) |
|
|
0.474 |
|
|
|
0.465 |
|
Terminal Facilities: |
|
|
|
|
|
|
|
|
Terminal throughput (bpd): |
|
|
|
|
|
|
|
|
Refined product terminals |
|
|
390,341 |
|
|
|
383,286 |
|
Nederland terminal |
|
|
449,176 |
|
|
|
452,571 |
|
Refinery terminals(3) |
|
|
713,407 |
|
|
|
709,023 |
|
Western Pipeline System:(1)(4) |
|
|
|
|
|
|
|
|
Crude oil pipeline throughput (bpd) |
|
|
519,808 |
|
|
|
320,243 |
|
Crude oil purchases at wellhead (bpd) |
|
|
201,975 |
|
|
|
191,820 |
|
Gross margin per barrel of pipeline throughput (cents)(5) |
|
|
33.4 |
|
|
|
31.4 |
|
|
|
|
(1) |
|
Excludes amounts attributable to equity ownership interests in the
corporate joint ventures. |
|
(2) |
|
Represents total average daily pipeline throughput multiplied by the number of
miles of pipeline through which each barrel has been shipped. |
|
(3) |
|
Consists of the Partnerships Fort Mifflin Terminal Complex, the Marcus Hook
Tank Farm and the Eagle Point Dock. |
|
(4) |
|
Includes results from the Partnerships purchases of an undivided joint
interest in the Mesa Pipe Line system, the Corsicana to Wichita Falls, Texas pipeline system,
and the Millennium and Kilgore pipeline system from the acquisition dates. |
|
(5) |
|
Represents total segment sales and other operating revenue minus cost of
products sold and operating expenses and depreciation and amortization divided by crude oil
pipeline throughput. |
Analysis of Consolidated Net Income
Net income was $26.3 million for the second quarter 2006 as compared with $17.8 million
for the second quarter 2005, an increase of $8.5 million. This increase was due mainly to higher
Western Pipeline System lease acquisition margins, an increase in total shipments in the Eastern
Pipeline System, and operating results from the acquisitions completed in 2005 and 2006 in the
Western Pipeline System. These increases were partially offset by higher interest expense related
to financing of the recent acquisitions and the Partnerships internal expansion capital program,
as well as higher selling, general and administrative costs related to the acquired assets.
Net
interest expense increased $1.3 million to $6.6 million for
the second quarter 2006 from
$5.3 million for the prior years quarter due to increased borrowings and higher interest rates,
partially offset by an increase of $1.2 million in capitalized interest.
Analysis of Segment Operating Income
Eastern Pipeline System
Operating income for the Eastern Pipeline System increased $3.2 million to $11.3 million
for the second quarter 2006 from $8.1 million for the second quarter 2005. This increase was
primarily the result of a $1.8 million increase in sales and other operating revenue and a $1.5
million decrease in operating expenses, partially offset by a $0.3 million decrease in other
28
income. Sales and other operating revenue increased from $23.4 million for the prior years
quarter to $25.2 million for the second quarter 2006 mainly due to an increase in total shipments,
as well as higher revenue per barrel mile. The increase in shipments was due principally to higher
throughput on the Marysville, Michigan to Toledo, Ohio crude oil pipeline due to resumed production
at two third-party Canadian synthetic crude oil plants which experienced reduced production in 2005
as a result of fire damage, and higher demand due to expansion of a Detroit refinery served by the
Marysville pipeline. Operating expenses decreased to $9.6 million in the second quarter 2006 from
$11.1 million in the second quarter 2005 due mainly to product operating gains, partially offset by
increased utility and operating supply costs. Other income decreased due to a reduction in equity
income from the Partnerships joint venture interests.
Terminal Facilities
The Terminal Facilities business segment had operating income of $9.9 million for the
second quarter 2006, as compared to $9.3 million for the prior years second quarter. Total
revenues increased $2.5 million from the prior years second quarter to $30.4 million for the
second quarter 2006 due primarily to increased revenues associated with the addition of ethanol
blending at the balance of the Partnerships refined product terminals in May 2006, an increase in
revenues at the Partnerships Nederland Terminal, as well as increased volumes at the refined
product terminals. Operating expenses increased $1.0 million from the prior years second quarter
to $12.7 million for the second quarter 2006 due principally to timing of scheduled maintenance
activity and higher utility costs.
Western Pipeline System
Operating income for the Western Pipeline System increased $6.0 million to $11.8 million
for the second quarter 2006 from $5.8 million for the second quarter 2005. The increase was
primarily the result of higher lease acquisition margins, and higher crude oil pipeline volumes,
mainly from the Corsicana to Wichita Falls, Texas crude oil pipeline acquired in August 2005, the
37.0 percent undivided interest in the Mesa Pipe Line System acquired in December 2005, and the
Millennium and Kilgore pipelines acquired in March 2006. Total revenues and cost of products sold
and operating expenses increased in the second quarter 2006 compared with the prior years quarter
due principally to an increase in the price of crude oil. The average price of West Texas
Intermediate crude oil at Cushing, Oklahoma, increased to $70.70 per barrel for the second quarter
2006 from $53.13 per barrel for the second quarter 2005. Operating expenses were higher also as a
result of increased costs associated with the acquired assets and higher utility costs.
Depreciation and amortization increased by $1.3 million due principally to the 2005 and 2006
acquisitions described earlier.
29
Results of Operations Six Months Ended June 30, 2006 and 2005
Sunoco Logistics Partners L.P.
Operating Highlights
Six Months Ended June 30, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
June 30, |
|
|
2006 |
|
2005 |
Eastern Pipeline System: (1) |
|
|
|
|
|
|
|
|
Total shipments (barrel miles per day)(2) |
|
|
59,713,014 |
|
|
|
55,514,812 |
|
Revenue per barrel mile (cents) |
|
|
0.467 |
|
|
|
0.467 |
|
Terminal Facilities: |
|
|
|
|
|
|
|
|
Terminal throughput (bpd): |
|
|
|
|
|
|
|
|
Refined product terminals |
|
|
386,807 |
|
|
|
389,619 |
|
Nederland terminal |
|
|
469,309 |
|
|
|
472,133 |
|
Refinery terminals(3) |
|
|
703,597 |
|
|
|
699,459 |
|
Western Pipeline System:(1)(4) |
|
|
|
|
|
|
|
|
Crude oil pipeline throughput (bpd) |
|
|
502,503 |
|
|
|
319,113 |
|
Crude oil purchases at wellhead (bpd) |
|
|
191,751 |
|
|
|
193,325 |
|
Gross margin per barrel of pipeline throughput (cents)(5) |
|
|
31.0 |
|
|
|
25.7 |
|
Analysis of Consolidated Net Income
Net income was $44.7 million for the six month period ended June 2006 as compared with
$33.1 million for the comparable period in 2005, an increase of $11.6 million. This increase was
due mainly to higher Western Pipeline System lease acquisition margins, an increase in total
shipments in the Eastern Pipeline System, and operating results from the acquisitions completed in
2005 and 2006 in the Western Pipeline System. These increases were partially offset by
higher interest expense related to financing of the recent acquisitions and the Partnerships
internal expansion capital program, and higher selling, general and administrative costs as a
result of $2.9 million in costs related to the Western area headquarters relocation, which was
completed in the first quarter 2006.
Net interest expense increased $2.3 million to $12.8 million for the first half of 2006
from $10.5 million for the first half of 2005 due to increased borrowings and higher interest
rates, partially offset by an increase of $1.7 million in capitalized interest.
Analysis of Segment Operating Income
Eastern Pipeline System
Operating income for the Eastern Pipeline System increased $4.4 million to $21.2 million
for the first half of 2006 from $16.8 million for the first half of 2005. Sales and other
operating revenue increased from $46.9 million for the prior years period to $50.5 million for the
six months ended 2006 mainly due to an increase in total shipments. This increase was principally
the result of higher throughput on the Marysville to Toledo crude oil pipeline as a result of the
prior year production issues previously discussed. Other income decreased to $4.8 million for the
first half of 2006 from $6.3 million for the prior year period due primarily to a decrease in joint
venture equity income mainly as a result of reduced pipeline volumes experienced by the
Partnerships joint venture interests. Operating expenses decreased from $21.7 million in the
first half of 2005 to $20.2 million for the first half of 2006 due mainly to product operating
gains, partially offset by increased utility and operating supply costs.
Terminal Facilities
The Terminal Facilities business segment had operating income of $19.3 million for the
six months ended June 2006, as compared to $18.8 million for the prior years corresponding period.
Total revenues increased $3.7 million from the prior years first half to $59.5 million for the
first half of 2006 due primarily to an increase in revenues at the Partnerships Nederland
Terminal, as well as increased revenues associated with the addition of ethanol blending at the
balance of the
30
Partnerships refined product terminals in May 2006. Operating expenses increased $2.5 million
from the prior years first half to $25.3 million for the first half of 2006 due to the timing of
scheduled maintenance activity and higher utility costs.
Western Pipeline System
Operating income for the Western Pipeline System increased $9.1 million to $17.1 million
for the first half of 2006 from $8.0 million for the first half of 2005. The increase was
primarily the result of higher lease acquisition margins, and higher crude oil pipeline volumes,
mainly from the acquisitions previously discussed. Total revenues and cost of products
sold and operating expenses increased in the first half of 2006 compared with the prior year
period due principally to an increase in the price of crude oil. The average price of West Texas
Intermediate crude oil at Cushing, Oklahoma, increased to $67.13 per barrel for the six months
ended June 2006 from $51.53 per barrel for the six months ended June 2005. Depreciation and
amortization increased by $2.4 million due principally to the 2005 and 2006 acquisitions discussed
earlier. Selling, general and administrative expenses increased $4.2 million due principally to
$2.9 million of costs related to the Western area headquarters relocation from Tulsa, Oklahoma to
Sugar Land, Texas, as well as increased costs associated with the acquired assets. The relocation
to Sugar Land was completed in the first quarter 2006.
Liquidity and Capital Resources
Liquidity
Cash generated from operations and borrowings under the Credit Facility are the
Partnerships primary sources of liquidity. At June 30, 2006, the Partnership had working capital
of $26.0 million and available borrowing capacity under the Credit Facility of $300.0 million. The
Partnerships working capital position also reflects crude oil inventories based on historical
costs under the LIFO method of accounting. If the inventories had been valued at their current
replacement cost, the Partnership would have had working capital of $146.6 million at June 30,
2006.
Capital Resources
The Partnership periodically supplements its cash flows from operations with proceeds from
debt and equity financing activities.
Credit Facility
Sunoco Logistics Partners Operations L.P., a wholly-owned subsidiary of the Partnership (the
Operating Partnership), has a $300 million Credit Facility available to fund working capital
requirements, to finance future acquisitions, and for general partnership purposes. The Credit
Facility matures in November 2010. It also includes a $20.0 million distribution sublimit that is
available for distributions, and may be used to fund the quarterly distributions, provided the
total outstanding borrowings for distributions do not at any time exceed $20.0 million. The
Partnership will be required to reduce to zero all borrowings under the distribution sublimit under
the Credit Facility each year for 15 days.
At December 31, 2005, there was $106.6 million outstanding under the Credit Facility. On March
1, 2006, an additional $109.5 million was drawn against the Credit Facility to fund the
acquisitions of the Millennium and Kilgore pipeline system and the Amdel pipeline system. During
the second quarter 2006, the Partnership completed an offering of 2.68 million limited partner
common units and the Operating Partnership completed an offering of $175 million of 6.125 percent
Senior Notes. A portion of the net proceeds of $283.7 million from these offerings were utilized
to repay all of the $216.1 million outstanding under the Credit Facility. The balance of the
proceeds is being used to fund a portion of the Partnerships internal expansion capital program,
and for general Partnership purposes, including to finance pending and future acquisitions.
Senior Notes
During May 2006, the Operating Partnership issued $175 million of 6.125 percent Senior Notes,
due May 15, 2016 at 99.858 percent of the principal amount, for net proceeds of $173.3 million
after the underwriters commission and legal, accounting and other transaction expenses. The
discount is amortized on a straight-line basis over the term of the Senior Notes and is included
within interest expense in the condensed consolidated statements of income. The Senior Notes are
redeemable, at a make-whole premium, and are not subject to sinking fund provisions. The Senior
Notes contain various covenants limiting the Operating Partnerships ability to incur certain
liens, engage in sale/leaseback transactions, or merge, consolidate or sell substantially all of
its assets. The Operating Partnership is in compliance with these covenants as of June 30, 2006. In
addition, the Senior Notes are also subject to repurchase by the Operating Partnership, at the
option of the holders of the Senior Notes, at a price equal to 100 percent of their principal
amount, plus accrued and unpaid interest at any
31
time. The net proceeds from the Senior Notes, together with the $110.4 million in net
proceeds from the concurrent offering of 2.68 million limited partner common units, were used to
repay of all of the $216.1 million in outstanding borrowings under the Partnerships Credit
Facility The balance of the proceeds from the offerings are being used to fund the Partnerships
organic growth program and for general Partnership purposes, including to finance pending and
future acquisitions.
Equity Offerings
In May 2006, the Partnership sold 2.4 million common units in a public offering. In June 2006,
the Partnership sold an additional 280,000 common units to cover over-allotments in connection with
the May 2006 sale. The total sale of units resulted in gross proceeds of $115.2 million, and net
proceeds of $110.4 million, after the underwriters commission and legal, accounting and other
transaction expenses. Net proceeds of the offering were used to repay
a portion of the $216.1 million of the
debt incurred under the revolving Credit Facility. As a result of this issuance of 2.68 million common
units, the general partner contributed $2.4 million to the Partnership to maintain its 2.0 percent
general partner interest. The Partnership recorded this amount as a capital contribution to
Partners Capital within its condensed consolidated balance sheet.
In August 2005, the Partnership sold 1.5 million common units in a public offering. In
September 2005, the Partnership sold an additional 125,000 common units to cover over-allotments in
connection with the August 2005 sale. The total sale of units resulted in total gross proceeds of
$63.4 million, and net proceeds of $60.4 million, after the underwriters commission and legal,
accounting and other transaction expenses. Net proceeds of the sale were used to repay $56.5
million of the debt incurred to finance the August 2005 purchase of the Corsicana to Wichita Falls,
Texas crude oil pipeline system and storage facilities, with the balance for general partnership
purposes. As a result of this issuance of 1.625 million common units, the general partner
contributed $1.3 million to the Partnership to maintain its 2.0 percent general partner interest.
In May 2005, the Partnership sold 2.5 million common units in a public offering. In June
2005, the Partnership sold an additional 275,000 common units to cover over-allotments in
connection with the May 2005 sale. The purchase price for the over-allotment was equal to the
offering price in the May 2005 sale. The sale of units resulted in total gross proceeds of $104.1
million, and net proceeds of $99.2 million, after underwriters commissions and legal, accounting
and other transaction expenses. Net proceeds from the sale were used to redeem 2.775 million common
units owned by Sunoco at a redemption price per unit equal to the public offering price per unit
after the underwriters commissions.
Shelf Registration Statement
On April 7, 2006, the Partnership, the Operating Partnership, and the Operating
Partnerships wholly-owned subsidiaries, as co-registrants, filed a shelf registration statement
with the Securities and Exchange Commission. This shelf registration permits the periodic offering
and sale of up to $500 million of equity securities by the Partnership or debt securities of the
Operating Partnership (guaranteed by the Partnership). At June 30, 2006, $209.8 million remains
available for issuance under the shelf registration statement. The shelf registration also covers
the resale of up to five million common units by the Partnerships general partner. The amount,
type and timing of any offerings will depend upon, among other things, the funding requirements of
the Partnership, prevailing market conditions, and compliance with covenants in applicable debt
obligations of the Operating Partnership (including the Credit Facility).
Cash Flows and Capital Expenditures
Net cash provided by operating activities for the six months ended June 30, 2006 was
$46.2 million compared with $29.9 million for the first six months of 2005. Net cash provided by
operating activities for the first six months of 2006 was primarily generated by net income of
$44.7 million, depreciation and amortization of $18.2 million, partially offset by a $15.5 million
increase in working capital. Working capital increased primarily due to increases in accounts
receivable balances. Net cash provided by operating activities for the first six months of
2005 was principally generated by net income of $33.1 million and depreciation and amortization of
$15.6 million, partially offset by a $17.9 million increase in working capital.
Net cash used in investing activities for the first six months of 2006 was $162.7 million
compared with $17.9 million for the first six months of 2005. The increase between periods is due
primarily to the acquisitions of the Millennium and Kilgore pipelines and the Amdel pipeline in
March 2006, and the Partnerships investment in its internal expansion capital program, as further
discussed below in the Capital Requirements section of this document.
Net cash provided by financing activities for the first six months of 2006 was $120.2
million compared with $19.4 million net cash used in financing activities for the first six months
of 2005. Net cash provided by financing activities for the
32
first six months of 2006 was the result of $110.4 million of net proceeds from the offering of
2.68 million limited partner common units and $173.3 million of net proceeds received from the
issuance of 6.125 percent Senior Notes in May 2006. This increase was partially offset by $45.0
million in distributions paid to limited partners and the general partner, and a net repayment of
$106.6 million of outstanding borrowings under the Partnerships Credit Facility.
Under a treasury services agreement with Sunoco, the Partnership participates in Sunocos
centralized cash management program. Advances to affiliates in the Partnerships condensed
consolidated balance sheets at June 30, 2006 represent amounts due from Sunoco under this
agreement. Advances from affiliates at December 31, 2005 represent amounts due to Sunoco under this
agreement.
Capital Requirements
The pipeline, terminalling, and crude oil transport operations are capital intensive,
requiring significant investment to maintain, upgrade or enhance existing operations and to meet
environmental and operational regulations. The capital requirements have consisted, and are
expected to continue to consist, primarily of:
|
|
|
Maintenance capital expenditures, such as those required to maintain equipment
reliability, tankage and pipeline integrity and safety, and to address environmental
regulations; and |
|
|
|
|
Expansion capital expenditures to acquire assets to grow the business and to expand
existing and construct new facilities, such as projects that increase storage or
throughput volume. |
The following table summarizes maintenance and expansion capital expenditures, including
net cash paid for acquisitions, for the periods presented (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
Maintenance |
|
$ |
10,297 |
|
|
$ |
10,904 |
|
Expansion |
|
|
150,169 |
|
|
|
7,026 |
|
|
|
|
|
|
|
|
|
|
$ |
160,466 |
|
|
$ |
17,930 |
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|
|
|
|
|
|
|
Maintenance capital expenditures, including $2.8 million related to the Western area
headquarters relocation in the six months ended June 30, 2006, decreased $0.6 million from the six
months ended June 30, 2005. Excluding the relocation costs, maintenance capital expenditures
decreased $3.4 million in the first half of 2006 from the first half of 2005 due mainly to the
differences in timing of scheduled maintenance activity between the periods. Management
anticipates maintenance capital expenditures to be approximately $25.0 million for the year ended
December 31, 2006, excluding the $2.8 million related to
the Western area headquarters relocation and amounts
reimbursable under agreements with Sunoco.
Maintenance capital expenditures for both periods presented include recurring expenditures such as
pipeline integrity costs, pipeline relocations, repair and upgrade of field instrumentation,
including measurement devices, repair and replacement of tank floors and roofs, upgrades of
cathodic protection systems, crude trucks and related equipment, and the upgrade of pump stations.
Expansion capital expenditures in the six months ended June 30, 2006 include $106.7 million
related to the acquisitions of properties, plants and equipment
associated with the Millennium and Kilgore pipeline system and the Amdel pipeline
system on March 1, 2006 (see Note 2 to the condensed consolidated financial statements).
Expansion capital expenditures also include the Partnerships investments in its internal
expansion capital program, including expansion of the Marysville crude oil pipeline and the Amdel
pipeline purchased in March 2006, the construction at Nederland of six new crude oil storage tanks
with a total capacity of approximately 3.6 million shell barrels, installation of ethanol blending
facilities at the balance of the Partnerships refined product terminals, as well as capitalized
interest of $1.7 million. The Partnerships internal expansion capital program is expected to
total approximately $135 million in projects in 2006 and 2007, and will also include construction
of additional new tanks at the Nederland Terminal and pipeline connections to service the
Millennium pipeline purchased in March 2006, construction of new tanks and pipeline connections in
the Eastern and Western Pipeline systems, and installation of ultra-low sulfur diesel
infrastructure at certain refined product terminals.
The Partnership expects to fund capital expenditures, including pending and future
acquisitions, from both cash provided by operations and, to the extent necessary, from the proceeds
of borrowings under the Credit Facility, other borrowings and the issuance of additional common
units.
33
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Partnership is exposed to various market risks, including volatility in crude oil
commodity prices and interest rates. To manage such exposures, inventory levels and expectations of
future commodity prices and interest rates are monitored when making decisions with respect to risk
management. The Partnership has not entered into derivative transactions that would expose it to
price risk.
The $300 million Credit Facility generally exposes the Partnership to interest rate risk
since it bears interest at a variable rate, however there were no outstanding borrowings under the
Credit Facility at June 30, 2006.
Forward-Looking Statements
Some of the information included in this quarterly report on Form 10-Q contains
forward-looking statements, as such term is defined in Section 27A of the Securities Act of 1933
and Section 21E of the Exchange Act, and information relating to the Partnership that is based on
the beliefs of its management as well as assumptions made by and information currently available to
management.
Forward-looking statements discuss expected future results based on current and pending
business operations, and may be identified by words such as anticipates, believes, expects,
planned, scheduled or similar expressions. Although management of the Partnership believes
these forward-looking statements are reasonable, they are based upon a number of assumptions, any
or all of which may ultimately prove to be inaccurate. Statements made regarding future results are
subject to numerous assumptions, uncertainties and risks that may cause future results to be
materially different from the results stated or implied in this document.
The following are among the important factors that could cause actual results to differ
materially from any results projected, forecasted, estimated or budgeted:
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|
|
Our ability to successfully consummate announced acquisitions or expansions and
integrate them into our existing business operations; |
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|
Delays related to construction of, or work on, new or existing facilities and the
issuance of applicable permits; |
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|
|
Changes in demand for, or supply of, crude oil, refined petroleum products and natural
gas liquids that impact demand for the Partnerships pipeline, terminalling and storage
services; |
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|
Changes in the demand for crude oil we both buy and sell; |
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|
|
The loss of Sunoco R&M as a customer or a significant reduction in its current level of
throughput and storage with the Partnership; |
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|
|
|
An increase in the competition encountered by the Partnerships petroleum products
terminals, pipelines and crude oil acquisition and marketing operations; |
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|
|
|
Changes in the financial condition or operating results of joint ventures or other
holdings in which the Partnership has an equity ownership interest; |
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|
|
|
Changes in the general economic conditions in the United States; |
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|
|
Changes in laws and regulations to which the Partnership is subject, including federal,
state, and local tax, safety, environmental and employment laws; |
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|
|
Changes in regulations concerning required composition of refined petroleum products,
that result in changes in throughput volumes, pipeline tariffs and/or terminalling and
storage fees; |
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|
Improvements in energy efficiency and technology resulting in reduced demand for petroleum products; |
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|
The Partnerships ability to manage growth and/or control costs; |
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The effect of changes in accounting principles and tax laws and interpretations of both; |
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|
Global and domestic economic repercussions, including disruptions in the crude oil and
petroleum products markets, from terrorist activities, international hostilities and other
events, and the governments response thereto; |
34
|
|
|
Changes in the level of operating expenses and hazards related to operating facilities
(including equipment malfunction, explosions, fires, spills and the effects of severe
weather conditions); |
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|
The occurrence of operational hazards or unforeseen interruptions for which the
Partnership may not be adequately insured; |
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|
The age of, and changes in the reliability and efficiency of the Partnerships operating facilities; |
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|
Changes in the expected level of capital, operating, or remediation spending related to environmental matters; |
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|
Changes in insurance markets resulting in increased costs and reductions in the level
and types of coverage available; |
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|
Risks related to labor relations and workplace safety; |
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|
Non-performance by or disputes with major customers, suppliers or other business partners; |
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|
Changes in the Partnerships tariff rates implemented by federal and/or state government regulators; |
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|
The amount of the Partnerships indebtedness, which could make the Partnership
vulnerable to adverse general economic and industry conditions, limit the Partnerships
ability to borrow additional funds, place it at competitive disadvantages compared to
competitors that have less debt, or have other adverse consequences; |
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Restrictive covenants in the Partnerships or Sunoco, Inc.s credit agreements; |
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|
Changes in the Partnerships or Sunoco, Inc.s credit ratings, as assigned by ratings agencies; |
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|
The condition of the debt capital markets and equity capital markets in the United
States, and the Partnerships ability to raise capital in a cost-effective way; |
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|
Changes in interest rates on the Partnerships outstanding debt, which could increase the costs of borrowing; |
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|
Claims of the Partnerships non-compliance with regulatory and statutory requirements; and |
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|
The costs and effects of legal and administrative claims and proceedings against the
Partnership or any entity in which it has an ownership interest, and changes in the status
of, or the initiation of new litigation, claims or proceedings, to which the Partnership,
or any entity in which it has an ownership interest, is a party. |
These factors are not necessarily all of the important factors that could cause actual
results to differ materially from those expressed in any of the Partnerships forward-looking
statements. Other factors could also have material adverse effects on future results. The
Partnership undertakes no obligation to update publicly any forward-looking statement whether as a
result of new information or future events.
Item 4. Controls and Procedures
(a) As of the end of the fiscal quarter covered by this report, the Partnership carried
out an evaluation, under the supervision and with the participation of the management of Sunoco
Partners LLC, the Partnerships general partner (including the President and Chief Executive
Officer of Sunoco Partners LLC and the Vice President and Chief Financial Officer of Sunoco
Partners LLC), of the effectiveness of the design and operation of the Partnerships disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the
President and Chief Executive Officer of Sunoco Partners LLC and the Vice President and Chief
Financial Officer of Sunoco Partners LLC concluded that the Partnerships disclosure controls and
procedures are effective.
(b) No change in the Partnerships internal controls over financial reporting has
occurred during the fiscal quarter covered by this report that has materially affected, or that is
reasonably likely to materially affect, the Partnerships internal control over financial
reporting.
(c) Disclosure controls and procedures are designed to ensure that information required
to be disclosed in the Partnership reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified by the rules and forms of the
Securities and Exchange Commission. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed in the
Partnership reports under the Exchange Act is accumulated and communicated to management, including
the President
35
and Chief Executive Officer of Sunoco Partners LLC and the Vice President and Chief Financial
Officer of Sunoco Partners LLC, as appropriate, to allow timely decisions regarding required
disclosure.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The Partnerships Sunoco Pipeline L.P. subsidiary operates the Mid-Valley Pipeline on
behalf of Mid-Valley Pipeline Company (an affiliate of Sunoco, Inc.) and its third-party
shareholders pursuant to an Operating Agency Agreement. In June 2005, Sunoco Pipeline L.P. and
Mid-Valley Pipeline Company received a letter from the U.S. Department of Justice, indicating its
intent to initiate a civil action on behalf of the U.S. Environmental Protection Agency against
Sunoco Pipeline L.P. and Mid-Valley Pipeline Company, for alleged violations of the Clean Water Act
arising from a January 2005 crude oil release by Mid-Valley Pipeline into the Kentucky River near
Worthville, Kentucky. According to the letter, the government could seek civil penalties of up to
the statutory maximum under the Clean Water Act, which are substantially in excess of $100,000.
However, the Partnership does not expect any penalties or fines that may be paid to have a material
adverse effect on the Partnership. Also, the Operating Agency Agreement obligates Mid-Valley
Pipeline Company and its shareholders to indemnify and hold-harmless the operator from and against
any claims arising out of its actions or omissions, including negligence, taken in good faith
performance of the agreement. As a result, the Partnership expects to be fully indemnified for
costs associated with the January 2005 release.
Item 1A. Risk Factors
There have been no material changes from the risk factors described previously in Part I, Item
1A of the Partnerships Annual Report on Form 10-K for the year ended December 31, 2005, filed on
March 1, 2006.
Item 2. Unregistered Sales of Equity Securities and Uses of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
36
Item 6. Exhibits
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Exhibits |
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10.1
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:
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Membership Interest Purchase Agreement effective as of July 27, 2006 between Sunoco, Inc. and
Sunoco Pipeline Acquisition LLC |
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12.1
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:
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Statement of Computation of Ratio of Earnings to Fixed Charges |
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31.1
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:
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Chief Executive Officer Certification of Periodic Report Pursuant to Exchange Act Rule 13a-14(a) |
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31.2
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:
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Chief Financial Officer Certification of Periodic Report Pursuant to Exchange act Rule 13a-14(a) |
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32
|
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:
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Chief Executive Officer and Chief Financial Officer Certification of Periodic Report Pursuant
to Exchange Act Rule 13a-14(b) and U.S.C. §1350 |
We are pleased to furnish this Form 10-Q to unitholders who request it by writing to:
Sunoco Logistics Partners L.P.
Investor Relations
Mellon Bank Center
1735 Market Street
Philadelphia, PA 19103-7583
or through our website at www.sunocologistics.com.
37
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Sunoco Logistics Partners L.P.
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By:
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/s/
Colin A. Oerton |
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Colin A. Oerton |
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Vice President & |
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Chief Financial Officer |
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Date: August 2, 2006
38
exv10w1
Exhibit 10.1
MEMBERSHIP INTEREST PURCHASE AGREEMENT
Sun Pipe Line Company of Delaware LLC
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, effective as of July 27, 2006 (this Agreement),
is between Sunoco Inc., a Pennsylvania corporation (Seller), and Sunoco Pipeline Acquisition LLC,
a Delaware limited liability company (Buyer).
RECITAL:
Pursuant to a Notice of Exercise of Option dated April 4, 2006 (the Notice of Exercise) and
pursuant to the terms of the Omnibus Agreement by and among Sunoco, Inc. et. al.
and Sunoco Logistics Partners L.P. et. al. dated February 2, 2002 (the Omnibus
Agreement), Buyer has agreed to purchase Sellers membership interest (the Interest) in Sun Pipe
Line Company of Delaware LLC, a Delaware limited liability company (the Company), which
constitutes all of the issued and outstanding membership interests in the Company and to assume
Sellers rights and obligations relating to the Interest under the Limited Liability Company
Agreement of the Company dated as of May 24, 2006 (the Governing Agreement), as provided herein
and Seller has agreed to assign to Buyer the Interest and its rights relating to the Interest under
the Governing Agreement as provided herein. The Company owns 500 Class A shares and 6680 Class B
shares (collectively the Shares) of Mid-Valley Pipe Line Company (MVPL).
AGREEMENT:
NOW, THEREFORE, the parties hereby agree as follows:
1. Sale of Interest. For and in consideration of the payment of Sixty-five Million
Dollars ($65,000,000) (the Initial Purchase Price), subject to adjustment as provided in Section
2 hereof, and for other good and valuable consideration, receipt of which Seller hereby
acknowledges, Seller shall , at Closing, grant, sell, convey, assign and transfer and set over to
Buyer, and Buyer shall accept from Seller, all of Sellers right, title and interest in and to the
Interest. The Initial Purchase Price shall be paid by Buyer to Seller by wire transfer of
immediately available funds to the bank account designated by Seller at the closing of the
transaction contemplated hereunder (the Closing).
2. Purchase Price Adjustment. On the fifth (5th) anniversary of the
Closing, the Initial Purchase Price may be subject to adjustment as follows:
|
(i) |
|
If Sellers payments to MVPL during the five-year period commencing on the date
of the Closing and ending on the fifth (5th) anniversary of the date of the
Closing (the Measurement Period) result in tariff revenues to MVPL of less than
Seventy Million Dollars ($70,000,000), the Initial Purchase Price shall be reduced by
the amount of Five Million Dollars ($5,000,000); provided, however, if Seller is unable
to transport crude oil volumes necessary to generate $70,000,000 in tariff revenues to
MVPL during the Measurement Period, as a result of (a) operational difficulties on the
Mid-Valley Pipeline or the Maumee |
|
|
|
Pipeline (collectively the Pipeline), which difficulties are not due to the fault
of the Seller, or (b) proration on the Pipeline, no reduction in the Initial
Purchase Price shall be made. |
|
|
(ii) |
|
If Sellers payments to MVPL during the Measurement Period result in tariff
revenues to MVPL of between (and including) Seventy Million Dollars ($70,000,000) and
One Hundred Million Dollars ($100,000,000), no adjustment to the Initial Purchase Price
shall be made. |
|
|
(iii) |
|
If Sellers payments to MVPL during the Measurement Period results in tariff
revenues to MVPL of more than One Hundred Million Dollars ($100,000,000), the Initial
Purchase Price shall be increased by the amount of Three Million Dollars ($3,000,000). |
The amount of any increase or decrease to the Initial Purchase Price shall be referred to as the
Adjustment Amount. Within sixty (60) days following the fifth anniversary of the Closing, the
Adjustment Amount shall be paid by Buyer or Seller, as appropriate, to the other party by wire
transfer of immediately available funds to the bank account designated by the receiving party. The
payment of any Adjustment Amount shall be deemed an adjustment to the Initial Purchase Price, and
the Initial Purchase Price as adjusted by the Adjustment Amount shall constitute the Purchase Price
for the Interest.
3. Assignment and Assumption of Governing Agreement. Seller shall, at Closing, assign
to Buyer all of its rights and duties under the Governing Agreement as they relate to the Interest,
and Buyer shall accept such assignment and shall assume and agree to timely perform and discharge
all of the duties and obligations of Seller under the Governing Agreement as they relate to the
Interest.
4. Reservation of Rights. Notwithstanding anything to the contrary in Sections 1, 2
and 3 hereof, Seller reserves all of its rights to reimbursement, contribution or indemnification
under the Governing Agreement and applicable law.
5. Representations. Seller represents and warrants that:
|
(i) |
|
Seller is record and beneficial owner of the Interest, free and
clear of all liens, equities and claims; |
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(ii) |
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The Company is the record and beneficial owner of the Shares,
free and clear of all liens, equities and claims; and |
|
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(iii) |
|
The Shares are the sole asset of the Company. |
6. Incorporation of Indemnification Terms of Omnibus Agreement. Buyer shall be
entitled to indemnification from Seller pursuant to and in accordance with Article III of the
Omnibus Agreement with respect to the Shares (whether such claim arises from, or out of, the
ownership of the Shares or the ownership or operation of the assets of MVPL, but without
duplication for any claim) for the remaining term of such indemnification with respect to events or
conditions associated with the ownership of the Shares or the ownership or operation of the assets
of MVPL occurring prior to the Closing, and those terms and conditions are deemed to be
2
incorporated by reference in this Agreement. For the avoidance of doubt, and without limiting
the generality of the immediately preceding sentence, subject to Section 10 hereof, the indemnities
in Article III of the Omnibus Agreement shall apply to the Companys share of the claims,
liabilities and losses of MVPL arising in connection with (i) the November 2000 release into
Clampit Pond in Claiborne Parish, Louisiana; and (ii) the January 2005 release into the Kentucky
and Ohio Rivers.
Further, in addition to, and not in limitation of, the indemnities contained in Article III,
Seller shall indemnify and hold harmless Buyer, its officers, directors, employees, affiliates and
subsidiaries, from and against all losses, damages, liabilities, claims, demands, causes of action,
judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court
costs and reasonable experts and attorneys fees) arising out of, or in connection with, (i) the
operation of the Companys assets (other than the Shares) prior to the Closing , and (ii) any
assets or liabilities of the Company transferred by the Company prior to the Closing. For purposes
of this additional indemnification, the procedures set forth in Section 3.5 of the Omnibus
Agreement shall apply.
7. Change of Service. In the event the Board of Directors (Board) of MVPL considers
(a) converting the Pipeline from crude oil service to an alternative service, or (b) terminating
service on the Pipeline, Buyer shall cause its representatives on the Board (Representatives) to
request to the Board that:
|
(i) |
|
when and to the extent not prohibited by law or confidentiality obligations, the Board
notify all then current crude oil shippers on the Pipeline, as soon as reasonably
practicable, of the Boards consideration of converting or terminating service on the
Pipeline; |
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(ii) |
|
the Board make available to any then current crude oil shipper on the Pipeline
interested in maintaining the Pipeline in crude oil service, the terms and conditions
under which the Board would consider maintaining the Pipeline in crude oil service; and |
|
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(iii) |
|
the Board consider any proposals submitted by then current crude oil shippers
regarding the continuation of the Pipeline in crude oil service. |
Nothing in this Agreement shall be deemed to require the Buyer to cause the Representatives to vote
in any particular manner on any matter before the Board, and such Representatives shall be free to
vote in any manner they deem appropriate.
8. Dividends. In the event that the Board of Directors of MVPL declares a dividend for
the second quarter of 2006, such dividend shall be the property of the Seller regardless of when it
is paid. In the event the Board of Directors of MVPL declares a dividend for the third quarter of
2006 the Seller shall be entitled to a pro rata portion of the third quarter dividend based on the
number of days in the third quarter that the Seller owned the Shares. Buyer shall, within three (3)
business days of receipt of any dividend to which the Seller is entitled hereunder, pay over to
Seller such amounts due Seller.
3
9. Closing. Notwithstanding Section 6.2(b)(vi) of the Omnibus Agreement, Closing
shall occur on or before the tenth (10th) business day following receipt of all
necessary third party consents to the transaction.
10. No Affect on Rights. Notwithstanding anything in this Agreement to the contrary,
nothing in this Agreement is intended to affect, limit or restrict any rights that the Seller or
Buyer, or any of their respective affiliates, may have against the other in connection with the
ownership or operation of the Pipeline.
11. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania, excluding any conflict of law rules that may
direct the application of the laws of another jurisdiction.
12. Counterparts. This Agreement may be executed in counterparts, each of which shall
be an original, but all of which together shall constitute one and the same agreement.
Space Intentionally Left Blank
4
IN WITNESS WHEREOF, the parties have entered into this Membership Interest Purchase Agreement
as of the date first written above.
|
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|
SUNOCO, INC.
|
|
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By: |
/s/ Michael J. Hennigan
|
|
|
|
Name: |
Michael J. Hennigan |
|
|
|
Title: |
Senior Vice President
Supply, Trading, Sales & Transportation |
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SUNOCO PIPELINE ACQUISITION LLC
|
|
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By: |
/s/ Deborah M. Fretz
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Name: |
Deborah M. Fretz |
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Title: |
President |
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|
5
exv12w1
Exhibit 12.1
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
Sunoco Logistics Partners L.P.
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, 2006 |
|
Fixed Charges: |
|
|
|
|
Interest cost and debt expense |
|
$ |
14,849 |
|
Interest allocable to rental expense (a) |
|
|
955 |
|
|
|
|
|
Total |
|
$ |
15,804 |
|
|
|
|
|
|
|
|
|
|
Earnings: |
|
|
|
|
Income before income tax expense |
|
$ |
44,744 |
|
Equity in income of less than 50 percent owned affiliated companies |
|
|
(6,031 |
) |
Dividends received from less than 50 percent owned affiliated companies |
|
|
5,731 |
|
Fixed charges |
|
|
15,804 |
|
Interest capitalized |
|
|
(1,745 |
) |
Amortization of previously capitalized interest |
|
|
85 |
|
|
|
|
|
Total |
|
$ |
58,588 |
|
|
|
|
|
Ratio of Earnings to Fixed Charges |
|
|
3.71 |
|
|
|
|
|
|
|
|
(a) |
|
Represents one-third of the total operating lease rental expense which is that portion
deemed to be interest. |
39
exv31w1
Exhibit 31.1
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Deborah M. Fretz, President and Chief Executive Officer of Sunoco Partners LLC, the
general partner of the registrant Sunoco Logistics Partners L.P., hereby certify that:
|
1. |
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2006
of Sunoco Logistics Partners L.P.; |
|
|
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
|
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
|
4. |
|
The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
|
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
entities, is made known to us by others within those entities, particularly during
the period in which this report is being prepared; |
|
|
b) |
|
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles; |
|
|
c) |
|
Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and |
|
|
d) |
|
Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting. |
|
5. |
|
The registrants other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors (or persons
performing the equivalent functions): |
|
a) |
|
All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the registrants ability to record, process, summarize and report
financial information; and |
|
|
b) |
|
Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial
reporting. |
Date: August 2, 2006
|
|
|
|
|
|
|
|
|
/s/
Deborah M. Fretz |
|
|
|
|
|
Name:
|
|
Deborah M. Fretz |
|
|
Title:
|
|
President and Chief Executive Officer |
40
exv31w2
Exhibit 31.2
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Colin A. Oerton, Vice President and Chief Financial Officer of Sunoco Partners LLC,
the general partner of the registrant Sunoco Logistics Partners L.P., hereby certify that:
|
1. |
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2006
of Sunoco Logistics Partners L.P.; |
|
|
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
|
|
3. |
|
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the period
presented in this report; |
|
|
4. |
|
The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
|
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
entities, is made known to us by others within those entities, particularly during
the period in which this report is being prepared; |
|
|
b) |
|
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles; |
|
|
c) |
|
Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and |
|
|
d) |
|
Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting. |
|
5. |
|
The registrants other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors (or persons
performing the equivalent functions): |
|
a) |
|
All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the registrants ability to record, process, summarize and report
financial information; and |
|
|
b) |
|
Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial
reporting. |
Date: August 2, 2006
|
|
|
|
|
|
|
|
|
/s/
Colin A. Oerton |
|
|
|
|
|
Name:
|
|
Colin A. Oerton |
|
|
Title:
|
|
Vice President and Chief Financial Officer |
41
exv32
Exhibit 32
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
We, the undersigned Deborah M. Fretz and Colin A. Oerton, being, respectively, the
President and Chief Executive Officer and the Vice President and Chief Financial Officer, of Sunoco
Partners LLC, the general partner of the registrant Sunoco Logistics Partners L.P., do each hereby
certify that the registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2006
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and that the information contained in the periodic report fairly presents, in all material
respects, the financial condition and results of operations of Sunoco Logistics Partners L.P.
Date: August 2, 2006
|
|
|
|
|
|
|
|
|
/s/
Deborah M. Fretz |
|
|
|
|
|
Name:
|
|
Deborah M. Fretz |
|
|
Title:
|
|
President and Chief Executive Officer |
|
|
|
|
|
|
|
|
|
/s/
Colin A. Oerton |
|
|
|
|
|
Name:
|
|
Colin A. Oerton |
|
|
Title:
|
|
Vice President and Chief Financial Officer |
42