Sunoco Logistics Partners LP--Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 28, 2009

SUNOCO LOGISTICS PARTNERS L.P.

(Exact name of registrant as specified in its charter)

 

Delaware   1-31219   23-3096839

(State or other jurisdiction of

incorporation)

  (Commission file number)  

(IRS employer identification

number)

1735 Market Street, Suite LL, Philadelphia, PA   19103-7583
(Address of principal executive offices)   (Zip Code)

(215) 977-3000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On January 28, 2009, Sunoco Logistics Partners L.P.’s (the “Partnership”) issued press releases announcing its financial results for the 2008 fourth quarter and year-end and announcing its cash distribution. A copy of these press releases are attached as Exhibit 99.1 and Exhibit 99.2 and are incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

On January 28, 2009, the Partnership issued press releases announcing its financial results for the fourth quarter and year-end 2008 and announcing its cash distribution. Additional information concerning the Partnership’s fourth quarter earnings was presented in a slide presentation to investors during a teleconference on January 28, 2009. A copy of the slide presentation is attached as Exhibit 99.3 and is incorporated herein by reference.

The information in this report, being furnished pursuant to Items 2.02 and 7.01 of Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit No.

  

Exhibit

99.1    Press release dated January 28, 2009.
99.2    Press release dated January 28, 2009.
99.3    Slide presentation given January 28, 2009 during investor conference.

Forward-Looking Statement

Statements contained in the exhibits to this report that state the Partnership’s or its management’s expectations or predictions of the future are forward-looking statements. The Partnership’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Partnership has filed with the Securities and Exchange Commission.


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.

 

SUNOCO LOGISTICS PARTNERS LP.
By:   Sunoco Partners LLC, its General Partner
  By:   /s/ NEAL E. MURPHY
       

Neal E. Murphy

Vice President and Chief Financial
Officer

January 29, 2009

Philadelphia, PA


EXHIBIT INDEX

 

Exhibit No.

  

Exhibit

99.1    Press release dated January 28, 2009.
99.2    Press release dated January 28, 2009.
99.3    Slide presentation given January 28, 2009 during investor conference.
Press Release

Exhibit 99.1

 

LOGO   

News Release

Sunoco Logistics Partners L.P.

1735 Market Street

Philadelphia, Pa. 19103-7583

For further information contact:

Thomas Golembeski (media) 215-977-6298

Neal Murphy (investors) 866-248-4344

   For release: 9:00 a.m. January 28, 2009

No. 2

SUNOCO LOGISTICS PARTNERS L.P. REPORTS RECORD FOURTH QUARTER

AND RECORD FULL YEAR 2008 RESULTS

PHILADELPHIA, January 28, 2009 – Sunoco Logistics Partners L.P. (NYSE: SXL) (the “Partnership”) today announced record quarterly net income for the fourth quarter ended December 31, 2008 of $75.3 million, or $1.62 per limited partner unit on a diluted basis, a 110 percent increase in net income over the $35.8 million, or $0.94 per limited partner unit on a diluted basis, for the fourth quarter ended December 31, 2007. Operating income for the fourth quarter ended December 31, 2008 increased by $38.6 million, or 87 percent, from the prior year’s fourth quarter. The improvement was driven by significantly higher lease acquisition results, increased fees across all segments, increased volumes within the Western Pipeline system, additional tankage placed into service at the Nederland terminal and results from the MagTex refined products pipeline system which was acquired in November 2008. Decreased interest expense contributed further to the $39.5 million increase in net income.

For the twelve months ended December 31, 2008, net income increased to $214.5 million compared to $120.9 million for the twelve months ended December 31, 2007. Operating income for the twelve months ended December 31, 2008 increased $89.4 million, or 57 percent, when compared to the prior year period. The increase was the result of higher fees across all segments, significantly improved lease acquisition margins increased volumes within certain segments of the Western Pipeline system and the addition of assets through both organic projects and acquisitions. Decreased interest expense contributed further to the $93.6 million increase in net income.

“2008 has proven to be an excellent year for us and the record fourth quarter confirms that in a volatile market environment, Sunoco Logistics’ mix of assets and geographic diversity allows us to take advantage of market place opportunities to increase cash flow,” said Deborah M. Fretz, President and Chief Executive Officer. “Over the year we focused on maximizing our asset base with higher fees for rental and services, continuing our organic growth throughout our system with new tankage particularly at our Nederland Terminal and strengthening our Lease Acquisition business by identifying new opportunities to support growth. Additionally, in November we closed on our largest acquisition to date, the MagTex refined products pipeline and terminal system in Texas. Volume on the system and financial results are in line with our expectations. We are moving ahead to implement organic growth opportunities for MagTex that will enhance cash flow.”

“We enter 2009 with a strong balance sheet and excellent distribution coverage,” Ms. Fretz continued. “The unprecedented volatility in the oil markets during the last six months provided our Lease Acquisition group opportunities to enhance our base cash flow which they executed well. We have developed a Lease business that performs well in any market. However, we do not believe that all of this cash flow is sustainable and therefore our coverage ratio will be higher than historical levels. Our Debt/EBITDA ratio of 2.6x is among the lowest in the sector and we intend to continue to conservatively manage our balance sheet going forward.”


“I have confidence in the ratability of cash flows from our base business and the oil markets which are now in a contango structure are providing us new opportunities in 2009.”

Segmented Fourth Quarter Results

Eastern Pipeline System

Operating income for the Eastern Pipeline system increased $1.3 million to $15.5 million for the fourth quarter ended December 31, 2008 compared to the prior year’s fourth quarter. Sales and other operating revenue increased by $4.7 million to $36.2 million due primarily to results from the acquisition of the MagTex refined product pipeline and higher fees across the Partnership’s refined product and crude oil pipelines. Other income decreased $1.5 million compared to the prior year’s fourth quarter due primarily to decreased refined product volumes experienced by the Partnership’s joint venture interests. Operating expenses increased by $1.9 million to $15.1 million due primarily to increased operating costs associated with the MagTex refined product pipeline and lower crude oil and refined product prices which resulted in reduced operating gains. Final insurance settlement in connection with third party contractor damage to a refined product pipeline reduced expenses for the fourth quarter of 2008 by $1.7 million.

Terminal Facilities

Operating income for the Terminal Facilities segment increased by $3.3 million to $15.6 million for the fourth quarter ended December 31, 2008 compared to the prior year’s fourth quarter. Sales and other operating revenue increased by $5.6 million to $43.1 million due primarily to increased terminal fees, additional tankage at the Nederland terminal, results from the acquisition of the MagTex refined products terminals and increased refined product additive revenues. These increases were partially offset by decreased throughput within the refinery terminals. Cost of products sold and operating expenses increased by $1.4 million to $18.7 million for the fourth quarter of 2008 due primarily to increased refined product additive costs and additional operating costs associated with the acquisition of the MagTex refined products terminals.

Western Pipeline System

Operating income for the Western Pipeline system increased 188 percent from $18.1 million in the fourth quarter of 2007, to $52.0 million for the fourth quarter of 2008 compared to the prior year’s fourth quarter due to significantly improved lease acquisitions results and increased pipeline volumes and fees. Extreme market volatility contributed to significantly higher than expected lease acquisition performance in the fourth quarter. Additionally, hurricane disruptions, refinery production issues and a shift in the crude oil market structure resulted in increased inventory levels at year end. The timing of this inventory increase resulted in the deferral of approximately $12 million of costs that would have otherwise reduced fourth quarter profitability and which will negatively impact earnings at such time as this inventory is sold in the future.

Lower crude oil prices were a key driver of the overall decrease in total revenue, cost of products sold and operating expenses from the prior year’s quarter. The average price of West Texas Intermediate crude oil at Cushing, Oklahoma decreased to $58.75 per barrel for the fourth quarter of 2008 from $90.63 per barrel for the fourth quarter of 2007.


Segmented Twelve Month Results

Eastern Pipeline System

Operating income for the Eastern Pipeline system increased $8.8 million to $58.2 million for the twelve months ended December 31, 2008 compared to the prior year period. Sales and other operating revenue increased by $8.4 million to $125.8 million due primarily to higher fees across the Partnership’s refined product and crude oil pipelines, increased volumes on the crude oil pipelines as well as additional refined products volumes driven by the acquisition of the MagTex refined products pipeline. Other income decreased $5.4 million compared to the prior year period primarily resulting from decreased refined product volumes experienced during 2008 by the Partnership’s joint venture interests. Despite higher utility and operating costs associated with the MagTex refined products pipeline acquisition, operating expenses decreased by $6.2 million to $46.1 million as increased operating gains, driven by higher crude oil and refined product prices, offset operating expenses. Environmental charges were also lower compared to the prior year.

Terminal Facilities

Operating income for the Terminal Facilities segment increased by $5.8 million to $58.5 million for the twelve months ended December 31, 2008 compared to the prior year period, despite a $5.7 million non-cash impairment charge in 2008 related to the Partnership’s decision to discontinue efforts to expand LPG storage capacity at its Inkster, Michigan facility. Sales and other operating revenue increased by $20.8 million to $162.4 million due primarily to the increased terminal fees, additional tankage at the Nederland terminal, increased product additive revenues and the impact of the refined products terminals acquired during 2007 and 2008. These increases were partially offset by decreased volumes in the Partnership’s refinery terminals. Other income increased $0.8 million from the twelve months of 2007 as a result of an insurance recovery recorded during the second quarter associated with hurricane damage sustained in 2005. Cost of products sold and operating expenses increased by $6.8 million to $64.3 million for the period ended December 31, 2008 due primarily to increased product additive cost, damages incurred at the Partnership’s Nederland terminal from the hurricanes experienced during the third quarter of 2008 and the impact of the refined products terminals acquired during 2007 and 2008. These higher costs were partially offset by product overages which were favorably impacted by the increased price of crude oil during 2008. Selling, general and administrative expenses increased by $2.3 million to $18.4 million for the twelve months ended December 31, 2008 due primarily to increased employee and environmental costs.

Western Pipeline System

Operating income for the Western Pipeline system increased $74.9 million to $128.9 million for the twelve months ended December 31, 2008 compared to the prior year period due primarily to significantly higher lease acquisition results, the full year impact of a bi-directional pipeline connection to the Partnership’s Nederland terminal established in 2007, increased volumes on certain pipeline segments and increased pipeline fees. Extreme market volatility and the inventory timing noted above contributed to the improved lease acquisition results in 2008.

Higher crude oil prices were a key driver of the overall increase in total revenue, cost of products sold and operating expenses from the prior year period. The average price of West Texas Intermediate crude oil at Cushing, Oklahoma increased to $99.65 per barrel for the twelve months of 2008 from $72.40 per barrel for the twelve months of 2007.


Other Analysis

Financing Costs

Net interest expense decreased $4.2 million for the twelve months ended December 31, 2008, compared to the prior year period due to lower interest rates. As of December 31, 2008, the Partnership had total debt outstanding of $747.6 million, which consisted of $424.2 million of Senior Notes and $323.4 million of borrowings under the Partnership’s credit facilities as compared to $515.1 million of total debt outstanding at December 31, 2007. As of December 31, 2008, the Partnership had available borrowing capacity of $171.6 million under its credit facilities and a Debt to EBITDA ratio of 2.6x as of year end 2008 which includes debt financing for the MagTex refined products pipeline system in November 2008.

Capital Expenditures

Maintenance capital expenditures for the twelve months ended December 31, 2008 were $25.7 million. The Partnership expects that maintenance capital spending for 2009 will increase to approximately $30.0 million resulting from an expanded asset base.

Expansion capital expenditures for the full year 2008 were $305.6 million compared to $94.7 million for the full year 2007. Expansion capital for 2008 includes $187.5 million related to the acquisition of the MagTex refined products pipeline system and construction of tankage and pipelines asset’s in connection with the Partnership’s agreement to connect the Nederland terminal to a Port Arthur, Texas refinery. Expansion capital also includes construction of five additional crude oil storage tanks at the Nederland terminal. Expansion capital for 2007 included the $13.4 million acquisition of a 50 percent interest in a Syracuse, New York refined products terminal.

Non-GAAP Financial Measures

Management of the Partnership believes EBITDA information enhances an investor’s understanding of a business’ ability to generate cash for payment of distributions and other purposes. EBITDA does not represent and should not be considered an alternative to net income as determined under United States GAAP and may not be comparable to other similarly titled measures of other businesses. Reconciliations of this measure to the comparable GAAP measure are provided in the table accompanying this release.


Sunoco Logistics Partners L.P.

Financial Highlights

(in thousands, except units and per unit amounts)

(unaudited)

 

     Three Months Ended
December 31,
    Twelve Months Ended
December 31,
 
     2008     2007     2008     2007  

Income Statement

        

Sales and other operating revenue

   $ 1,573,003     $ 2,261,390     $ 10,112,320     $ 7,377,455  

Other income

     4,444       7,256       24,298       28,381  
                                

Total Revenues

     1,577,447       2,268,646       10,136,618       7,405,836  
                                

Cost of products sold and operating expenses

     1,469,294       2,200,840       9,786,014       7,156,142  

Depreciation and amortization

     10,555       9,474       40,054       37,341  

Selling, general and administrative expenses

     14,457       13,781       59,284       56,198  

Impairment Charge

     —         —         5,674       —    
                                

Total costs and expenses

     1,494,306       2,224,095       9,891,026       7,249,681  
                                

Operating income

     83,141       44,551       245,592       156,155  

Interest cost and debt expense, net

     9,063       9,720       34,967       38,699  

Capitalized interest

     (1,242 )     (969 )     (3,855 )     (3,419 )
                                

Net Income

   $ 75,320     $ 35,800     $ 214,480     $ 120,875  
                                

Calculation of Limited Partners’ interest:

        

Net Income

   $ 75,320     $ 35,800     $ 214,480     $ 120,875  

Less: General Partner’s interest

     (28,563 )     (8,826 )     (70,851 )     (24,139 )
                                

Limited Partners’ interest in Net Income

   $ 46,757     $ 26,974     $ 143,629     $ 96,736  
                                

Net Income per Limited Partner unit

        

Basic

   $ 1.63     $ 0.94     $ 5.01     $ 3.38  
                                

Diluted

   $ 1.62     $ 0.94     $ 4.98     $ 3.37  
                                

Weighted average Limited Partners’ units outstanding:

        

Basic

     28,657,485       28,586,280       28,650,069       28,581,032  
                                

Diluted

     28,854,397       28,750,475       28,836,603       28,729,153  
                                

Capital Expenditure Data:

        

Maintenance capital expenditures

   $ 9,997     $ 10,384     $ 25,652     $ 24,946  

Expansion capital expenditures

     232,203       22,138       305,592       94,666  
                                

Total

   $ 242,200     $ 32,522     $ 331,244     $ 119,612  
                                

 

     December 31,
2008
   December 31,
2007

Balance Sheet Data (at period end):

     

Cash and cash equivalents

   $ 2,000    $ 2,000

Total Debt

     747,631      515,104

Total Partners’ Capital

     669,900      591,045


Sunoco Logistics Partners L.P.

Earnings Contribution by Business Segment

(in thousands, unaudited)

 

     Three Months Ended
December 31,
   Twelve Months Ended
December 31,
     2008    2007    2008    2007

Eastern Pipeline System:

           

Sales and other operating revenues

   $ 36,206    $ 31,467    $ 125,785    $ 117,341

Other income

     2,014      3,484      8,535      13,932
                           

Total Revenues

     38,220      34,951      134,320      131,273
                           

Operating expenses

     15,114      13,224      46,120      52,298

Depreciation and amortization

     2,926      2,350      10,247      9,165

Selling, general and administrative expenses

     4,684      5,198      19,776      20,404
                           

Operating Income

   $ 15,496    $ 14,179    $ 58,177    $ 49,406
                           

Terminal Facilities:

           

Sales and other operating revenues

   $ 43,142    $ 37,550    $ 162,424    $ 141,583

Other Income

     —        —        833      —  
                           

Total Revenues

   $ 43,142    $ 37,550      163,257    $ 141,583
                           

Cost of products sold and operating expenses

     18,744      17,367      64,283      57,528

Depreciation and amortization

     4,255      3,970      16,446      15,338

Selling, general and administrative expenses

     4,526      3,891      18,379      16,049

Impairment Charge

     —        —        5,674      —  
                           

Operating Income

   $ 15,617    $ 12,322    $ 58,475    $ 52,668
                           

Western Pipeline System:

           

Sales and other operating revenue

   $ 1,493,663    $ 2,192,340    $ 9,824,111    $ 7,118,492

Other income

     2,422      3,805      14,930      14,488
                           

Total Revenues

     1,496,085      2,196,145      9,839,041      7,132,980
                           

Cost of products sold and operating expenses

     1,435,436      2,170,249      9,675,611      7,046,316

Depreciation and amortization

     3,374      3,154      13,361      12,838

Selling, general and administrative expenses

     5,247      4,692      21,129      19,745
                           

Operating Income

   $ 52,028    $ 18,050    $ 128,940    $ 54,081
                           


Sunoco Logistics Partners L.P.

Operating Highlights

(unaudited)

 

     Three Months Ended
December 31,
   Twelve Months Ended
December 31,
     2008    2007    2008    2007

Eastern Pipeline System: (1) (2)

           

Total shipments (barrel miles per day) (3)

   74,788,465    68,455,131    64,786,424    65,736,878

Revenue per barrel mile (cents)

   0.526    0.500    0.530    0.489

Terminal Facilities:

           

Terminal throughput (bpd):

           

Refined product terminals (4)

   460,239    437,098    436,213    433,797

Nederland terminal

   479,609    466,261    525,954    507,312

Refinery terminals (5)

   669,478    725,054    653,326    695,868

Western Pipeline System: (1)

           

Crude oil pipeline throughput (bpd)

   549,628    512,165    535,015    527,491

Crude oil purchases at wellhead (bpd)

   184,965    169,539    177,662    177,981

Gross margin per barrel of pipeline throughput (cents) (6)

   108.5    40.2    69.0    30.8

 

(1) Excludes amounts attributable to equity ownership interests in corporate joint ventures.

 

(2) Includes results from the Partnership’s purchase of the MagTex pipeline system from the acquisition date.

 

(3) Represents total average daily pipeline throughput multiplied by the number of miles of pipeline through which each barrel has been shipped.

 

(4) Includes results from the Partnership’s purchase of a 50% undivided interest in a refined products terminal in Syracuse, New York and the MagTex refined products terminals from the acquisition dates.

 

(5) Consists of the Partnership’s Fort Mifflin Terminal Complex, the Marcus Hook Tank Farm and the Eagle Point Dock.

 

(6) 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.


Sunoco Logistics Partners L.P.

Non-GAAP Financial Measures

(in thousands, unaudited)

 

Earnings before interest, taxes, depreciation and amortization (“EBITDA”)

   Twelve Months Ended
December 31, 2008
 

Net Income

   214,480  

Add: Interest cost and debt expense, net

   34,967  

Less: Capitalized interest

   (3,855 )

Add: Depreciation and amortization

   40,054  

Add: Impairment charge

   5,674  
      

EBITDA

   291,320  
      

Total Debt as of December 31, 2008

   747,631  

Total Debt to EBITDA Ratio

   2.6  

A press release announcing the fourth-quarter cash distribution will be released on Wednesday, January 28 at 1:00 pm EST and an investor call with management regarding the fourth-quarter results is scheduled for Wednesday afternoon at 4:30 pm EST. Those wishing to listen can access the call by dialing (USA toll free) 1-877-297-3442; International (USA toll) 1-706-643-1335 and request “Sunoco Logistics Partners Earnings Call, Conference Code 80271204”. This event may also be accessed by a webcast, which will be available at www.sunocologistics.com. A number of presentation slides will accompany the audio portion of the call and will be available to be viewed and printed shortly before the call begins. Individuals wishing to listen to the call on the Partnership’s web site will need Windows Media Player, which can be downloaded free of charge from Microsoft or from Sunoco Logistics Partners’ conference call page. Please allow at least fifteen minutes to complete the download.

Audio replays of the conference call will be available for two weeks after the conference call beginning approximately two hours following the completion of the call. To access the replay, dial 1-800-642-1687. International callers should dial 1-706-645-9291. Please enter Conference ID #80271204.


Sunoco Logistics Partners L.P. (NYSE: SXL), headquartered in Philadelphia, is a master limited partnership formed to acquire, own and operate refined product and crude oil pipelines and terminal facilities. The Eastern Pipeline System consists of approximately 2,300 miles of primarily refined product pipelines and interests in four refined products pipelines, consisting of a 9.4 percent interest in Explorer Pipeline Company, a 31.5 percent interest in Wolverine Pipe Line Company, a 12.3 percent interest in West Shore Pipe Line Company and a 14.0 percent interest in Yellowstone Pipe Line Company. The Terminal Facilities consist of 9.7 million shell barrels of refined products terminal capacity and 24.0 million shell barrels of crude oil terminal capacity (including approximately 17.1 million shell barrels of capacity at the Texas Gulf Coast Nederland Terminal). The Western Pipeline System consists of approximately 3,700 miles of crude oil pipelines, located principally in Oklahoma and Texas, a 55.3 percent interest in Mid-Valley Pipeline Company, a 43.8 percent interest in the West Texas Gulf Pipe Line Company and a 37.0 percent interest in the Mesa Pipe Line System. For additional information visit Sunoco Logistics’ web site at www.sunocologistics.com.

Although Sunoco Logistics Partners L.P. believes that the assumptions underlying these statements are reasonable, investors are cautioned that such forward-looking statements are inherently uncertain and necessarily involve risks that may affect the Partnership’s business prospects and performance causing actual results to differ from those discussed in the foregoing release. Such risks and uncertainties include, by way of example and not of limitation: whether or not the transactions described in the foregoing news release will be cash flow accretive; increased competition; changes in demand for crude oil and refined products that we store and distribute; changes in operating conditions and costs; changes in the level of environmental remediation spending; potential equipment malfunction; potential labor issues; the legislative or regulatory environment; plant construction/repair delays; nonperformance by major customers or suppliers; and political and economic conditions, including the impact of potential terrorist acts and international hostilities. These and other applicable risks and uncertainties have been described more fully in the Partnership’s Form 10-Q filed with the Securities and Exchange Commission on November 5, 2008. The Partnership undertakes no obligation to update any forward-looking statements in this release, whether as a result of new information or future events.

- END -

Press Release

Exhibit 99.2

 

LOGO  

News Release

Sunoco Logistics Partners L.P.

1735 Market Street

Philadelphia, PA 19103-7583

For further information contact:

  For Release: 1:00 p.m. January 28, 2009

Thomas Golembeski (media) 215-977-6298

 

Neal Murphy (investors) 866-248-4344

 

No. 3

SUNOCO LOGISTICS PARTNERS L.P. ANNOUNCES

FOURTH QUARTER 2008 CASH DISTRIBUTION

PHILADELPHIA, January 28, 2009 - Sunoco Logistics Partners L.P. (NYSE: SXL), announced that Sunoco Partners LLC, the general partner of Sunoco Logistics Partners L.P., declared a cash distribution for the fourth quarter of 2008 of $0.99 per common partnership unit ($3.96 annualized) payable February 13, 2009 to unit holders of record on February 9, 2009.

This represents the twenty-second distribution increase in the last twenty-three quarters. The distribution rate is 13.8% higher than the fourth quarter of 2007 distribution of $0.87 per unit and represents a 2.6% increase over the third quarter distribution of $0.965 per unit.

Sunoco Logistics Partners L.P. (NYSE: SXL), headquartered in Philadelphia, is a master limited partnership formed to acquire, own and operate refined product and crude oil pipelines and terminal facilities. The Eastern Pipeline System consists of approximately 2,300 miles of primarily refined product pipelines and interests in four refined products pipelines, consisting of a 9.4 percent interest in Explorer Pipeline Company, a 31.5 percent interest in Wolverine Pipe Line Company, a 12.3 percent interest in West Shore Pipe Line Company and a 14.0 percent interest in Yellowstone Pipe Line Company. The Terminal Facilities consist of 9.7 million shell barrels of refined products terminal capacity and 24.0 million shell barrels of crude oil terminal capacity (including approximately 17.1 million shell barrels of capacity at the Texas Gulf Coast Nederland Terminal). The Western Pipeline System consists of approximately 3,700 miles of crude oil pipelines, located principally in Oklahoma and Texas, a 55.3 percent interest in Mid-Valley Pipeline Company, a 43.8 percent interest in the West Texas Gulf Pipe Line Company and a 37.0 percent interest in the Mesa Pipe Line System. For additional information visit Sunoco Logistics’ web site at www.sunocologistics.com.

- END -

Slide Presentation
Fourth Quarter 2008
Earnings Conference Call
January 28, 2009
Sunoco Logistics Partners L.P.
Exhibit 99.3


Forward-Looking Statement
You
should
review
this
slide
presentation
in
conjunction
with
the
fourth
quarter
2008
earnings
conference
call
for
Sunoco
Logistics
Partners
L.P.,
held
on
January
28
at
4:30
p.m.
EDT.
You
may
listen
to
the
audio
portion
of
the
conference
call
on
our
website
at
www.sunocologistics.com
or
by
dialing
(USA
toll-
free)
1-877-297-3442.
International
callers
should
dial
1-706-643-1335.
Please
enter
Conference
ID
#80271204.
Audio
replays
of
the
conference
call
will
be
available
for
two
weeks
after
the
conference
call
beginning
approximately
two
hours
following
the
completion
of
the
call.
To
access
the
replay,
dial
1-800-642-1687. 
International callers should dial 1-706-645-9291.  Please enter Conference ID # 80271204.
During
the
call,
those
statements
we
make
that
are
not
historical
facts
are
forward-looking
statements.
Although
we
believe
the
assumptions
underlying
these
statements
are
reasonable,
investors
are
cautioned
that
such
forward-looking
statements
involve
risks
that
may
affect
our
business
prospects
and
performance,
causing
actual
results
to
differ
from
those
discussed
during
the
conference
call.
Such
risks
and
uncertainties
include,
among
other
things:
our
ability
to
successfully
consummate
announced
acquisitions
and
organic
growth
projects
and
integrate
them
into
existing
business
operations;
the
ability
of
announced
acquisitions
to
be
cash-flow
accretive;
increased
competition;
changes
in
the
demand
both
for
crude
oil
that
we
buy
and
sell,
as
well
as
for
crude
oil
and
refined
products
that
we
store
and
distribute;
the
loss
of
a
major
customer;
changes
in
our
tariff
rates;
changes
in
throughput
of
third-party
pipelines
that
connect
to
our
pipelines
and
terminals;
changes
in
operating
conditions
and
costs;
changes
in
the
level
of
environmental
remediation
spending;
potential
equipment
malfunction;
potential
labor
relations
problems;
the
legislative
or
regulatory
environment;
plant
construction/repair
delays;
and
political
and
economic
conditions,
including
the
impact
of
potential
terrorist
acts
and
international
hostilities. 
These
and
other
applicable
risks
and
uncertainties
are
described
more
fully
in
our
Form
10-Q,
filed
with
the
Securities
and
Exchange
Commission
on
November
5,
2008.
We
undertake
no
obligation
to
update
publicly
any
forward-looking
statements
whether
as
a
result
of
new
information
or
future
events.
2


Q4 2008 Assessment
Record
quarterly
net
income
in
the
fourth
quarter
2008
of
$75.3
million
as
compared to $35.8 million in the prior year’s quarter
Earnings
for
the
year
2008
were
at
a
record
$214.5
million
which
was
an
increase of 77.4% over 2007.
Earnings per L.P. unit were $1.62 per L.P. unit compared to $0.94 per L.P. unit
in the prior year’s quarter
Completed
the
$185.4
million
acquisition
of
the
MagTex
refined
product
pipeline and terminals system
Increased total distribution to $0.99 ($3.96 annualized) per unit, a 13.8 percent
increase over the prior year’s fourth quarter distribution
Represents the twenty-second distribution increase in the past twenty-
three quarters.
3


Eastern Pipeline
Terminals
Western
$129 MM
$58 MM
$59 MM
Total Operating Income
$246 MM
Eastern Pipeline
Terminals
Western
$10 MM
$ 27 MM
$29 MM
Total Operating Income
$66 MM
2008
2002
Western System (pipeline and Lease Acquisition) has grown from 15% to 52% 
of consolidated Operating Income
4
Sunoco Logistics Operating Income


Q4 2008 Financial Highlights
($ in millions, unaudited)
5
(3.4)
$   120.9
(3.9)
$    214.5
(0.9)
$      35.8
(1.2)
$      75.3
Capitalized Interest
Net Income
156.2
38.7
245.6
35.0
44.6
9.7
83.1
9.0
Operating income
Interest cost and debt expense, net
7,156.1
37.3
56.2
-
7,249.6
9,786.0
40.0
59.3
5.7
9,891.0
2,200.8
9.4
13.8
-
2,224.0
1,469.3
10.5
14.5
-
1,494.3
Cost of products sold and operating expenses
Depreciation and amortization
Selling, general and administrative expenses
Impairment Charge
Total costs and expenses
7,405.8
10,136.6
2,268.6
1,577.4
Total revenues
$ 7,377.4
28.4
$10,112.3
24.3
$  2,261.4
7.2
$ 1,573.0
4.4
Sales and other operating revenue
Other income
2007
2008
2007
2008
Twelve Months Ended
December 31,
Three Months Ended
December 31,


Q4 2008 Financial Highlights
6
(amounts in millions, except unit and per unit amounts, unaudited)
$    3.37
$     4.98
$     0.94
$     1.62
Diluted
$    96.7
$   143.6
$     27.0
$     46.8
Limited Partners’
interest in Net Income
28,729
28,837
28,750
28,854
Diluted
28,581
28,650
28,586
28,657
Basic 
Weighted
average
Limited
Partners’
units
outstanding (in thousands):
$    3.38
$     5.01
$     0.94
$     1.63
Basic
Net Income per Limited Partner unit:
$   120.9
(24.2)
$   214.5
(70.9)
$     35.8
(8.8)
$     75.3
(28.5)
Net Income
Less: General Partner’s interest
Calculation
of
Limited
Partners’
interest:
2007
2008
2007
2008
Twelve Months Ended
December 31,
Three Months Ended
December 31,


Eastern Pipeline System
(amounts in millions, unless otherwise noted, unaudited)
7
65.7
0.489
68.5
0.500
74.8
0.526
Total
shipments
(mm
barrel
miles
per
day)
(2)
(3)
Revenue per barrel mile (cents)
Operating
Highlights
(1)
52.3  
9.2
20.4
$  49.4
46.1
10.2
19.8
$  58.2
13.2
2.4
5.2
$    14.2
15.1
2.9
4.7
$    15.5
Operating expenses
Depreciation and amortization
Selling, general and administrative expenses
Operating income
$ 117.4
13.9
131.3
$ 125.8
8.5
134.3
$    31.5
3.5
35.0
$    36.2
2.0
38.2
Sales and other operating revenue
Other income
Total revenues
Financial Highlights
2007
2008
2007
2008
Twelve Months Ended
December 31,
Three Months Ended
December 31,
(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)
Includes
results
of
the
MagTex
refined
products
pipeline
from
the
acquisition
date.
64.8
0.530


Terminal Facilities
(amounts in millions, unless otherwise noted, unaudited)
8
433.8
507.3
695.9
436.2
526.0
653.3
437.1
466.3
725.1
460.2
479.6
669.5
Terminal throughput (000’s bpd)
Refined
product
terminals
(2)
Nederland terminal
Refinery
terminals
(1)
Operating Highlights
$    52.7
$    58.5
$    12.3
$    15.6
Operating income
141.6
57.5
15.3
16.1
-
163.3
64.3
16.4
18.4
5.7
37.6
17.4
4.0
3.9
-
43.1
18.7
4.3
4.5
-
Total Revenue
Cost of goods sold and operating expenses
Depreciation and amortization
Selling, general and administrative expenses
Impairment Charge
$  141.6
-
$  162.5
0.8
$    37.6
-
$    43.1
-
Sales and other operating revenue
Other Income
Financial Highlights
2007
2008
2007
2008
Twelve Months
Ended
December 31,
Three Months
Ended
December 31,
(1)
Consists of the Partnership’s Fort Mifflin Terminal Complex, the Marcus Hook Tank Farm and the Eagle Point Dock.
(2)
Includes results from the Partnership’s purchase of a 50% interest in a refined products terminal in Syracuse, New York and
the MagTex
refined product terminals from the acquisition dates.


Western Pipeline System
9
(1) Excludes amounts attributable to equity ownership interests in the corporate joint venture.
(2) 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.
527.5
178.0
30.8
535.0
177.7
69.0
512.2
169.5
40.2
549.6
185.0
108.5
Crude oil pipeline throughput (000’s bpd)
Crude oil purchases at wellhead (000’s bpd)
Gross
margin
per
barrel
of
pipeline
throughput
(cents)
(2)
Operating
Highlights
(1)
$     54.1
$    129.0
$       18.1
$      52.0
Operating income
19.8
21.0
4.7
5.3
Selling, general and administrative expenses
12.8
13.4
3.1
3.4
Depreciation and amortization
7,046.3
9,675.6
2,170.2
1,435.4
Cost of products sold and operating expenses
7,133.0
9,839.0
2,196.1
1,496.1
Total revenues
$7,118.5
14.5
$ 9,824.1
14.9
$ 2,192.3
3.8
$ 1,493.7
2.4
Sales and other operating revenue
Other income
Financial Highlights
2007
2008
2007
2008
Twelve Months Ended
December 31,
Three Months Ended
December 31,
(amounts in millions, unless otherwise noted, unaudited)


Q4 2008 Financial Highlights
10
($ in millions, unaudited)
591.0
669.9
Total Partners’
Capital
515.1
747.6
Total debt  
$    2.0
$   2.0
Cash and cash equivalents
Balance Sheet Data (at period end):
December 31,
2007
December 31,
2008
$         119.7
$          331.2
$            32.5
$        242.2
Total
94.7
305.6
22.1
232.2
Expansion capital expenditures
$           25.0
$            25.7
$               10.4
$          10.0
Maintenance capital expenditures
Capital Expenditure Data:
2007
2008
2007
2008
Twelve Months Ended
December 31,
Three Months Ended
December 31,


Non-GAAP Financial Measures
($ in millions, unaudited)
11
Twelve Months Ended
December 31, 2008
Net Income
$   214.5
Add:  Interest cost and debt expense, net
35.0
Less:  Capitalized Interest
(3.9)
Add:  Depreciation and amortization
40.0
Add:  Impairment charge
5.7
EBITDA
$   291.3
Total Debt as of December 31, 2008
$   747.6
Total Debt to EBITDA ratio
2.6x
Non-GAAP Financial Measures
In
this
release,
the
Partnership’s
EBITDA
reference
is
not
presented
in
accordance
with
generally
accepted
accounting
principles
(“GAAP”)
and
is
not
intended
to
be
used
in
lieu
of
GAAP
presentations
of
net
income.
Management
of
the
Partnership
believes
EBITDA
information
enhances
an
investor's
understanding
of
a
business’
ability
to
generate
cash
for
payment
of
distributions
and
other
purposes.
In
addition,
EBITDA
is
also
used
as
a
measure
in
the
Partnership's
$400
million
and
$100
million
revolving
credit
facilities
in
determining
its
compliance
with
certain
covenants.
However,
there
may
be
contractual,
legal,
economic
or
other
reasons
which
may
prevent
the
Partnership
from
satisfying
principal
and
interest
obligations
with
respect
to
indebtedness
and
may
require
the
Partnership
to
allocate
funds
for
other
purposes.
EBITDA
does
not
represent
and
should
not
be
considered
an
alternative
to
net
income
or
operating
income
as
determined
under
United
States
GAAP
and
may
not
be
comparable
to
other
similarly
titled
measures
of
other
businesses.
Reconciliations
of
this
measure
to
the
comparable
GAAP
measure
are
provided
in
the
table
accompanying
this
release
.