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Executives

Michael Hennigan - President & Chief Executive Officer

Peter Gvazdauskas - Vice President of Finance

Martin Salinas - Chief Financial Officer

Kelcy Warren - Chairman & Chief Executive Officer, Energy Transfer Partners

Analysts

Brian Zarahn - Barclays

Stephen Maresca - Morgan Stanley

Theodore Durbin - Goldman Sachs

Joe Herman - Tudor Pickering

Michael Blum - Wells Fargo

Sunoco Logistics Partners L.P. (SXL) Q3 2012 Earnings Call November 8, 2012 8:30 AM ET

Operator

Welcome to Sunoco Logistics, third quarter 2012 earnings conference call. All lines have been placed in a listen-only mode until the question-and-answer session. Today’s call is being recorded. If anyone has any objections you may disconnect at this time.

I would now like to turn the call over to Mr. Michael Hennigan, President and CEO. You may begin.

Michael Hennigan

Thank you Tanya. Good morning everyone. Welcome to Sunoco Logistics Partners conference call to discuss our third quarter 2012 results. I’m Mike Hennigan, President and Chief Executive Officer for The General Partner. Pete Gvazdauskas, Vice President of Finance is here along with me and first off I’d like to say how pleased we are to have joined the Energy Transfer family, and joining us for this call are Kelcy Warren, Mackie McCrea and Martin Salinas.

In accordance with our remarks and in the subsequent Q&A session, we’ll be referring to slides that have been posted on our website entitled third quarter 2012 earnings conference call and we may be making some forward looking statements. In that regard for the purpose of facilitating the discussion, I refer you to slide number two.

Sunoco Logistics growth momentum continues with another strong performance in the third quarter of 2012. We had EBITDA of $188 million, a 25% increase over last year and distributable cash flow of $149 million, an increase of over 35% from last year. Year-to-date our EBITDA is $555 million and our distributable cash flow is $437 million. Both have already surpassed full year 2011 amount.

Accrued businesses continue to drive our results. Demand for Permian Crude remains at a very high level due to continued strong demand for our transportation services, including our proprietary pipelines, our joint venture crude lines and our trucking services.

Our crude oil acquisition and marketing business has also been delivering excellent results and the third quarter market conditions continue to be favorable for our business, with the wide WTI-LLS spread.

Next, let me give a summary of our major organic growth projects. Since September 2011 we have announced seven successful open seasons, including six this year. We had three successful open seasons related to the expansion of our West Texas crude system, totaling 110,000 barrels per day. These projects are on track to meet the market needs delivering Permian Basin crude to various markets utilizing existing pipeline. We expect the expansion to be completed by the end of the first quarter of 2013.

We also announced the successful open season for Permian Express Phase I. This project will enable crude oil transportation service originating in Wichita Falls, Texas, culminating in the Nederland Beaumont, Port Arthur and Lake Charles markets utilizing existing pipeline.

Permian Express Phase I offers customers speed to market, as it will be operational by the second quarter of 2013 with an initial capacity of 90,000 barrels per day. Full capacity of 150,000 barrels per day is expected by late 2013 or early 2014.

We continue to develop Permian Express Phase II, which would increase the take away capacity at Colorado City by an additional 200,000 barrels per day and provides further market access to the Gulf Coast, including refineries in Louisiana and St. James. We continue to look for additional opportunities to complement these projects as the crude production outlook remains robust.

In the NGL area we’ve announced two successful open seasons for natural gas liquid projects in the Marcellus Shale. Our Mariner West project, the first testing pipeline solution in the Marcellus area will deliver ethane to the Sarnia marketplace; projects on schedule for a mid-2013 start out with a capacity of approximately 50,000 barrels per day and the ability to scale higher.

Our Mariner East project will deliver ethane and propane from the Marcellus area to markets of Pennsylvania, where it will be processed, stored and distributed to local, regional and international markers. Total capacity is approximately 70,000 barrels a day with the ability to scale higher. We expect to be able to deliver propane by the second half of 2014 and both ethane and propane in the first half of 2015.

These projects will allow comprehensive take away solution of natural gas liquids for the Marcellus Shale, utilizing and optimizing some of the partnerships existing refined product pipelines in the Northeast and existing facilities at Marcus Hook.

Based upon the significant interest during our Mariner East open season we are developing a Phase II for Mariner East. As production in the Marcellus and Utica continues to grow, additional NGL takeaway capacity will be needed by the producers. We believe a northeast of that Marcus Hook to supply local and regional demand, as well as providing access to the export market will be very attractive to producers and industrial customers.

On the refined products pipeline side of our business we announced the successful open season for a project called Allegheny Access. This is a growth in crude production in the North Dakota Shale and Canada. Mid-west refiners are in an excellent position to have access to price advantage crude oil. They’ve had excellent margins as a result and are looking at ways to run more crude. This has created a surplus of refined product and an opportunity to broaden our refined product pipeline network to be able to move mid-west barrels into Eastern Ohio and Western Pennsylvania markets.

Allegheny Access will provide refiners with access to new refined product outlets, end marketers with access to mid western products. This project is designed for 85,000 barrels per day, expandable to 110,000 barrels per day and we expect it to start up in the first half of 2014.

From a capital standpoint we are pleased with the open season successes and commitments on seven projects over the last year, as well as the overall growth of our ratable earnings as we’re executing approximately $350 million of organic gross capital this year and forecasting approximately $700 million in 2013.

All of our open season projects will provide fee-based income on their long-term commitments. The ratable cash flows from these projects will allow us to continue to grow our overall EBITDA, even though we expect our margin related earnings to decline as crude differentials eventually contract. These significant accomplishments are enabling us to make another step change in our distribution for our unit holders.

On our distribution we’ve announced the increase to $2.07 per common unit on an annualized basis, which is our second consecutive 10% increase quarter-over-quarter and a 25% increase year-over-year. The quarterly distribution of $0.5175 per common unit will be paid on November 14, to unit holders of record as of November 8. This represents our 30th consecutive quarterly distribution increase.

We also have tremendous balance sheet capacity to fund our ongoing expansion capital program. Our debt-to-EBITDA through September 30 was 2.3 times. As we continue to implement our plan, we remain committed to sustainable competitive distribution growth. We are confident our strategy is on track and we are committed to growing our cash flows over the near and long term.

In closing, over the last several years we’ve been repositioning the company towards an increased emphasis on crude oil and natural gas liquids. This strategic movement was predicated on aligning our growth plans with the emerging growth related to the increased production from the shale plays.

Sunoco Logistics assets are particularly well positioned to benefit in both the West Texas Permian and the North East Marcellus Shales. Our recent growth project successes reflect our execution in those areas. We will continue to evaluate and develop additional opportunities.

In regard to energy transfer we are working hard to ensure a smooth integration and our aggressively pursuing synergies between our two partnerships. We believe our growth opportunities will be enhanced by working together and we look forward to an exciting future.

With that, I’ll ask the moderator to open the lines for any questions that you may have.

Question-and-Answer Session

Operator

Thank you. (Operator Instructions). Our first question, Brian Zarahn with Barclays. You may ask your question.

Brian Zarahn – Barclays

Good morning.

Michael Hennigan

Good morning Brian.

Brian Zarahn – Barclays

In the crude oil pipeline segment, can you talk a little bit about the significantly higher tariff per barrel that you saw in the quarter, with what drove that? I think it’s around 36% year-over-year.

Peter Gvazdauskas

Sure Brian, this is Pete. We are seeing higher volumes on our higher tariff pipelines, particularly as demand for the West Texas crude come on four lines. So there is a mix issue in conjunction with just the overall higher tariffs with the new FRC index as of July 1.

Michael Hennigan

Mainly Brian just think of it as a mix issue and the tariff allocation between our assets were more positioned towards the higher tariffs.

Brian Zarahn – Barclays

Okay, that’s helpful. In terms of, you’re now about $1 billion of CapEx for ‘12 and ’13. Obviously you have a lot of projects on your plate. Can you give us a little bit of an idea, the break down of some of the major projects within that $1 billion of CapEx?

Michael Hennigan

Well Brian, we’ve given some guidance in the past. I mean as you know and you’ve heard me talk about this a lot of times, the difficulty in giving more guidance in this area is that we continue to have sequential projects; we are trying to do additional Mariner, we are trying to do additional Permian.

What we have given to-date though is we said our combination of Mariner West and Mariner East will be about $600 million, so we’ve given that guidance, but because we have all the other projects for the competitive reason, we really have been wanting to put a light out there.

We have said in the past that as a general rule of thumb, our organic program is around six, seven times in general. So we are giving you more of an overall, but on an individual basis we’ve been reluctant to do that, because we continue to try and drive for additional projects.

Brian Zarahn – Barclays

Again, I’m looking to finance your $700 million of CapEx for next year, in light of your low leverage and likely high access of cash flow next year. What’s your thought process around financing that $700 million of CapEx?

Michael Hennigan

As you know Brain, we’ve been fortunate to have excess, what we call market related earnings, which have been giving us nice sources of cash flow, so that’s been part of our funding. But as you mentioned, between the $350 million and $700 million, we are north of $1 billion. At some point we are going to have to raise additional capital and we are just looking for what is the best opportunity to do that, so that will occur sometime in the future here.

Brian Zarahn – Barclays

And last one from me, with the new general partner, you mentioned this is your comments briefly, that you are looking at additional opportunities. Can you give us maybe a little bit of an idea of what potential projects you may be examining?

Michael Hennigan

Yes, we are not ready yet to disclose any specific projects, but you may have seen in the past, we’ve publicized publicly. If you look at the asset base that Energy Transfer has and the asset base that Sunoco Logistics has, we are very complementary in several areas. So we are going to continue to look and meet with our two teams and try and find out what’s the best use of those assets and to be honest with you, we are pretty excited about it. We think there is going to be significant opportunities there.

I use the word we are going to try and aggressively pursue. My self and McCrea have been in contact on a variety of items and we are hopping to come out and give you some details on some things very shortly.

Brian Zarahn – Barclays

Okay. Will stay tuned. Thanks Mike.

Michael Hennigan

You’re welcome Brian.

Operator

Our next question, Stephen Maresca with Morgan Stanley. You may ask your question.

Stephen Maresca - Morgan Stanley

Hey, good morning everybody.

Michael Hennigan

Good morning Stephen.

Stephen Maresca - Morgan Stanley

Good to see Sunoco is doing better than your affiliate Eagle center Mike.

Michael Hennigan

That was a shot.

Stephen Maresca - Morgan Stanley

Hey, I’m a jets fan, so I’m with you. So just to follow-up on the pipeline tariffs, so they are higher. Do you expect that to be a sustainable amount, just sort of the higher volumes and higher tariff line; is that something that we can think about going forward?

Michael Hennigan

Yes, I think so Stephen, yes. I mean what’s been happening as you guys are well aware is the oil flow continues to try and get further away from the origin. We remain very bullish in Permian growth, we think that’s still a great opportunity for us. As the projects come online we think that will also increase that. So I think it is a fair statement that we think that’s going to be sustainable.

Its our hope that we are going to have these projects come online in the early part of 2013 as we thought and as I mentioned earlier, we are still very bullish that we think there is more takeaway capacity needed out of the Permian, so we are going to try and work Permian Express too very hard.

Stephen Maresca - Morgan Stanley

Okay, is there anything to read in the quarter, that’s slightly lower in crude oil purchases on the oil acquisition and marketing segment?

Pete Gvazdauskas

Steve, this is Pete, no. On our lease volumes we are actually up year-over-year and part of that’s due to a full quarter contribution from our Texon acquisition from last summer. What we had for the lower volumes were just lower bulk purchases that didn’t contribute a lot to our earnings.

Stephen Maresca - Morgan Stanley

Okay. You obviously have really no shortage right now it seems of organic opportunity in the CapEx side that you provided. I think you mentioned it excludes acquisitions. So just two things on that front; what is the outlook right now for third party acquisitions in this market and then secondly, do you anticipate the potential to purchase things from ETP.

Michael Hennigan

On the first part, I mean we continue to be active. We are always not looking at what’s out there. And you’ve seen in the past, our view has been that the acquisition market has gotten a little frothy and we do feel very confident that we have a robust organic program.

I mean in the last couple of years we’ve essentially doubled the program each year. We were $150 million-ish a couple of years ago, $350 million this year, going to $700 million next year. So we are confident that our organic program is strong. We are looking at acquisitions, but we haven’t felt anything was really in our strategic warehouse, so we haven’t really been that active in this particular year.

As you know a year of so ago we were more active, we bought a crude business, we bought the butane business, etcetera, because they were fitting the strategic push. So we’ll continue to look, but I don’t think there has been a whole lot out there that we really thought was worthwhile at this point.

To the second part of your question, absolutely. We are to work with Mackie and the team and look for opportunities and obviously we are very respective; Kelcy is very respective of the governance between the companies and we’ll make sure that we are in good shape there, but we are going to look for stuff where we can either work together ore opportunities where there maybe a buy or a sell or whatever.

So I like to think the world is our oyster right now. It’s a great opportunity for us. The team at Sunoco Logistics is really excited. I mean, we are very, very excited to have The General Partner that’s in the same space as us and its just stay tuned and hope we are going to bring a lot of good stuff.

Stephen Maresca - Morgan Stanley

Okay, and then final thing from me, you have the two big step-ups in distribution rates. Is it fair to say that you feel comfortable with this level of growth going forward? This wasn’t just a two-quarter phenomenon.

Michael Hennigan

We are very comfortable. You’ve heard our philosophy is the past, so let me just reiterate it. We have stated often that our philosophy was not to distribute market related earnings, and we had some pretty good strong coverage ratios over the last year, but we didn’t want to distribute market related, because we don’t know that that’s sustainable.

Our philosophy is sustainable long-term distribution growth. We’ve heard loud and clear from the investor basis, they want to get money as soon as we believe that its long term and sustainable. So between our organic program that we are executing in this year, between the projects that we know are done deals at this point and we know that they are long term fee based, we thought it was appropriate to give some money back to the unit holders, so that was the driving force behind it.

We are very, as you heard me say in the past, glue-bar based and that’s what our philosophy has been and we’ve enjoyed good successes and we want to share it with our unit holders.

Stephen Maresca - Morgan Stanley

Okay, thanks for the color.

Michael Hennigan

You’re welcome Stephen, thanks.

Operator

Our next question, Ted Durbin with Goldman Sachs. You may ask your question.

Theodore Durbin - Goldman Sachs

Thanks. First question I guess is just on the Permian here. I’m wondering if you can tell us about the appetite for the producers to sign up for contracts here. You obviously are the competitor of the market for Permian takeaway. And then also just the appetite on the refining side; do they actually want the Permian crude or they are more tooled than we think to run heavier crude. I’m wondering if you can just talk about the market dynamics there?

Michael Hennigan

Sure. A couple of factors; one, on the production side, we are bullish the Permian is going to continue to grow. The success on the drilling out there has been very good and in our view the projections are such that your going to need additional take away capacity, so we are still excited about it.

On our particular project, the reason we are excited about it is our project is to run a new line from Colorado City over to Wortham, but then we used existing line from that area all the way down to the Nederland, and we think there’s a couple of advantages there.

One is that we get to use a large portion of the existing line, so our need for new investment is contained to just the Colorado City to Wortham portion. We are also a believer that the flow continues to move eastward, so from Houston to Nederland and further east and our Nederland facility is just that much further east from a tariff standpoint, so we think that’s an advantage.

So overall we think it’s a good project, that as you’ve heard me say in the past, the way this goes is you talk to producers, you talk to refiners. I think the demand side from the refiners is still very good as well. I mean Permian crude fits a lot of the Gulf Coast refiners and then I think its just working it way further and further east, so obviously Houston is running that in Eagle Ford. The Port Arthur continues to run it and then the barrels are going further east.

So I think the appetite’s there, I think the production’s there, I think the need for take away capacity is there. Like you said, there are some competitive projects and we are all out talking to producers and refiners and we believe at the end of the day that we’ve offered the best project. It’s the most cost competitive, because we are using a lot of existing pipe.

We are very proud of our Nederland terminal. We think it’s a great connectivity terminal, along the route, along the route, along the Golf Course. So we think there’s a lot of positives and we are trying to convince the market, Permian Express II is a good deal for everybody.

Theodore Durbin - Goldman Sachs

That’s great Mike, thanks. And can you talk a little bit about whether it’s Permian or some of the other projects, how much volumetric risk you are sort of taking on with these things? Is there any take or pick implemented to anything that you are going and how might that six to seven EBITDA multiple move depending on what capacity utilization you have on some of these projects.

Michael Hennigan

All the projects are backed projects, so they are backed with attendees and they are long term commitments, so the only risk is the customers from their standpoint getting volume and being satisfied that they are paying for their service. Obviously we are protected and that we have the commitment from our shippers.

So all of these projects, all of the ones that I’ve mentioned in our open seasons are all fee based, and that’s part of our philosophy that we have been trying to accomplish, which was to move what’s been a great market condition towards fee based earnings and that’s been predicated with our philosophy and at the end of the day to the question Stephen asked, its what’s enabled us to kick the distribution up to a larger degree.

Theodore Durbin - Goldman Sachs

Got it, and then last one from me, kind of on the financing side. I mean your leverage is obviously pretty low here, 2.3 times, but clearly you’ve got some of that red bar earnings in there. I mean how do you think about your normalized EBITDA run rate, your normalized leverage metrics that you might be targeting?

Michael Hennigan

Yes, we are not going to give guidance on the normal run rate for EBITDA. I mean what we have tried to show people though is our philosophy on blue bar and red bar. As a general rule, you’ve heard me say in the past, our business model is an 80% blue bar, 20% red bar, that’s what we would call our suite spot. We’ve been fortunate that our red bar earnings have been much more than that, may be 35% to 40% or so somewhere in that general range.

So at the end of the day we continue to manage that difference between the two. Our distribution philosophy is more towards the ratable. We are happy to have the red bar earnings; they fund our capital; they give us flexibility. We still have excess capacity like you said, we have that, but we’ll obviously be looking to debt as we need to raise capital to fund this growth.

Theodore Durbin - Goldman Sachs

Great. That’s it from me guys. Thanks.

Michael Hennigan

You’re welcome.

Operator

Our next question, Joe Herman with Tudor Pickering. Your line is open.

Joe Herman - Tudor Pickering

Good morning guys.

Michael Hennigan

Good morning Joe.

Joe Herman - Tudor Pickering

Hi, I heard you transferred this converter trunk line assets to crude service. Have you developed an understanding when or otherwise with ETP where you will be the required choice for any potential crude assets developed at ETP.

Michael Hennigan

I think it’s a little premature to jump to that. We are obviously away of the trunk line project and Mackie and Martin have talked about that. The great thing about this partnership that we have is we are very schooled in the crude area and Energy Transfer is also – they have an asset that we think makes a lot of sense and right now we are just say, where that’s going to end up in the long term, that’s something that will be decide at a later time.

Joe Herman - Tudor Pickering

Okay, that’s great. You expect new projects on West Texas Gulf, well it needs a higher average tariff for your pipeline segment early in 2013?

Michael Hennigan

Yes absolutely, that’s similar to the question that was asked earlier. As these projects come on line, as you guys are aware, the market conditions are such that the tariff base will move up somewhat and it will steer step itself as the projects come on and we said a couple of them are coming on at the end of 2013. But I’m not going to quantify specifically what that means, but you will be able to see it as we continue to report earnings thought 2013.

Joe Herman - Tudor Pickering

Okay, last question from me, after a strong second quarter, terminals margin looks to be down, even after excluding one-time impacts. Can you help us understand kind of what caused that decline?

Michael Hennigan

Yes Joe, in the terminal segment the one area that we see a little volatility in our earnings is we have seasonal contributions from our butane business. So our butane business is still hitting our second quarter earnings, but its not hitting our third quarter earnings. So then you will see it start to come back in the winter, because the butane business is really a winner phenomenon and that goes all the way into like to the April timeframe. So it catches a little of the second quarter, as you are at the very end of the butane season, but the third quarter really has little to no contribution on the butane business.

Joe Herman - Tudor Pickering

Great, thanks. That’s it from me.

Michael Hennigan

You’re welcome.

Operator

Your next question, Michael Blum with Wells Fargo. You may ask your question.

Michael Blum - Wells Fargo

Thanks, good morning.

Michael Hennigan

Good morning Michael.

Michael Blum - Wells Fargo

A couple of questions; one, can you remind us what you think about what coverage ratio you are comfortable based on a normalized or kind of blue bar basis.

Michael Hennigan

Yes, on the blue bar basis; let me give you the big picture. On a blue bar basis we are looking to distribute our blue bar long-term earnings, so one to one on the blue bar in kind of our targeted area.

You’ve also heard us say, that we believe in blue bar, but our business model is more like an 80/20 model. So if you take the 80% and you do the math, around 80/20, on an overall basis you would see us at about 1.25 coverage ratio and I think that’s been consistent with what you’ve heard from our general partner as well, that if you follow our strict business model target, we’d be about 1.25 overall and we’d be distributing the blue bar earnings.

I think the couple of things that are important is, we are philosophically committed towards delivering blue bar or delivering red bar earnings to our unit holders. We very much have been happy that obviously we’ve been over the 1.25 coverage, just because the red bar has been so good for us. But we will stay disciplined if we don’t get ourselves in a position where we are distributing earnings that are not long term repeatable, at the same time its been funding our capital program and giving us some flexibility.

So I hope that gives you some parameters and I think it’s been pretty consistent, the way we’ve talked about it in the past. Does that explain it to you Michael?

Michael Blum - Wells Fargo

Yes, I appreciate that. Can you just remind us also what would you say across your flight of projects, would be your average expected return on capital for those projects?

Michael Hennigan

Yes, we haven’t given specific on any individual projects. We’ve been given general guidance that as a general rule across all of our organic growth, you get in that six, seven multiples, about the targeted range of our entire organic growth program, but we haven’t given specific on the projects.

What I was saying previously is, because we have such sequential projects, we’ve been not willing to give out individual data, just because of the competitive nature of it and we continue to try and be sequential. We are trying to do Permian Express II, so our West Texas projects continue to be complementary. Mariner East II is our next targeted projects up in the North East. So again, we’ve been trying to be somewhat reluctant to give individual data, but we’ve been trying to give you a good overall sense.

Michael Blum - Wells Fargo

Okay great. And then, as we sign up these various projects, what’s been the average term of the contract that you are getting.

Michael Hennigan

Yes, its hard to answer, it varies. They are long term in nature. You can see seven years, 10 years, 15 years, it kind of varies across the board, but they are mainly long term in nature.

Michael Blum - Wells Fargo

Okay, and then last question from me, the $700 million of CapEx for next year, is that solemnly based on the projects you’ve identified or are there also unidentified projects within that $700 million.

Michael Hennigan

There’s unidentified, there’s smaller parts. We’ve said in the past, we continue to grow our butane business, we continue to grow our Nederland terminal down in the Gulf Coast, so there’s bunch of other projects. So it’s really the major projects plus our normal organic program, but that’s what it means.

What’s not in there, there’s nothing in there for Permian Express II or Mariner East II at this point, because we are still working to have those be potential projects.

Michael Blum - Wells Fargo

Okay. And likewise, any potential projects with Energy Transfer is not in that number?

Michael Hennigan

That’s correct.

Michael Blum - Wells Fargo

Okay, great. Thank you very much.

Michael Hennigan

You’re welcome.

Operator

There are no further questions.

Michael Hennigan

Okay, I’d like to thank everybody for joining the call, and Pete will be available for follow up questions. Thank you very much.

Operator

Thank you. That concludes today’s conference call. All lines may disconnect. Once again, that concludes today’s conference call. All lines may disconnect.

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