Sunoco Logistics Partners L.P. NYSE SXL Citi MLP / Midstream Infrastructure Conference August 21-22, 2013 Forward-Looking Statements Statements we make that are not historical facts are forward-looking statements. These forward-looking statements are not guarantees of future performance. Although we believe the assumptions underlying these statements are reasonable, investors are cautioned that such forward-looking statements involve risks and uncertainties that may affect our business and cause actual results to differ materially from those discussed in this presentation. Such risks and uncertainties include economic, business, competitive and/or regulatory factors affecting our business, as well as uncertainties related to the outcomes of pending or future litigation. Sunoco Logistics Partners L.P. has included in its Annual Report on Form 10-K for the year ended December 31, 2012, and in its subsequent SEC filings, cautionary language identifying important factors (though not necessarily all such factors) that could cause future outcomes to differ materially from those set forth in the forward-looking statements. For more information about these factors, see our SEC filings, available on our website at www.sunocologistics.com. We expressly disclaim any obligation to update or alter these forward-looking statements, whether as a result of new information, future events or otherwise. This presentation includes certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of nonGAAP financial measures to GAAP financial measures are provided in the appendix to this presentation. You should consider carefully the comparable GAAP measures and the reconciliations to those measures provided in this presentation. 2 Sunoco Logistics Assets 3 Sunoco Logistics and Energy Transfer Assets 4 Energy Transfer Family of Companies ENERGY TRANSFER EQUITY, L.P. (NYSE: ETE) LP Interest, GP Interest, IDRs, Class H Units* LP Interest, GP Interest, IDRs ENERGY TRANSFER PARTNERS, L.P. (NYSE: ETP) Intrastate Transportation and Storage REGENCY ENERGY PARTNERS LP (NYSE: RGP) LP Interest, GP Interest, IDRs SUNOCO LOGISTICS PARTNERS L.P. (NYSE: SXL) Interstate Transportation and Storage Gathering and Processing Contract Compression & Treating Crude Oil Pipelines Crude Oil Acquisition & Marketing Midstream Sunoco, Inc. Retail Marketing Joint Ventures Terminal Facilities NGL / Refined Product Pipelines NGL Transportation and Services 70% ETP Interest Lone Star NGL 30% RGP Interest * Class H Units track 50% of the SXL GP and IDR economics 5 2Q13 Highlights Record quarterly performance: $244 million Adjusted EBITDA 5% distribution increase (quarter over quarter): $2.29/unit to $2.40/unit (annualized) 28% increase over 2Q12 distribution of $1.88/unit (annualized) 3rd consecutive 5% quarterly increase; 33rd consecutive increase overall 2013 Capital: Approximately $700 million of organic expansion capital Approximately $65 million of maintenance capital Ended the quarter with a Debt to Adjusted EBITDA ratio of 2.4x 6 Distribution History Average Annual Paid Distribution (per LP unit) LP/GP Split (%) $3.00 Third consecutive 5% quarter over quarter distribution increase 50/50 $2.50 $2.40 $2.11 $2.00 33 consecutive quarterly distribution increases Current annualized distribution of $2.40 (3.7% yield as of 08/15/13) $1.50 63/37 $1.00 $0.77 85/15 $0.67 98/2 $0.50 Distribution Coverage 2008 2009 2010 2011 2012 1.7x 1.5x 1.3x 1.8x 2.2x CAD* *CAD: Current Annualized Distribution @ $2.40 per LP Share 7 EBITDA by Segment ($MM) 2008 2012 Crude Oil Pipeline System Crude Oil Acquisition and Marketing Terminal Facilities Refined Products Pipeline System Crude Oil Pipeline System Crude Oil Acquisition and Marketing Terminal Facilities Refined Products Pipeline System 9% 19% 34% 43% 28% 25% 13% 29% Note: The Partnership's definition of Adjusted EBITDA and DCF was revised beginning in the fourth quarter 2012. Prior period results have been recast to conform to the current presentation 8 Adjusted EBITDA: Ratable and Market Related Maximize asset base by taking advantage of market opportunities 810 573 Distributions based on ratable cash 372 399 319 Market related cash flow increases coverage ratio Note: The Partnership's definition of Adjusted EBITDA and DCF was revised beginning in the fourth quarter 2012. Prior period results have been recast to conform to the current presentation 9 Major Organic Projects Successful Open Seasons: Three West Texas Crude expansion projects (crude oil) Permian Express Phase I (crude oil) Eaglebine Express (crude oil) Allegheny Access (refined products) Mariner West (natural gas liquids) Mariner East (natural gas liquids) Mariner South (natural gas liquids) Actively developing: Granite Wash Extension (crude oil) Permian Express Phase II (crude oil) Mariner East Phase II (natural gas liquids) 10 Scheduled Project Start-up Longview Access (1H2012) Mariner West Allegheny Access (3Q 2013) (Mid-2014) Mariner East I Propane (2H 2014) Mariner South (1Q 2015) 2012 2013 2014 2015 2016 Granite Wash Extension * Houston Access Permian Express I 90 MB/D Permian Express I 150 MB/D (1H2012) (2Q 2013) (early 2014) (4Q 2014) Eaglebine Express Mariner East I Ethane & Propane (Mid-2014) (Mid-2015) Note: Nederland Access waiting on Pegasus to re-start * Currently in Open Season 11 Organic Growth Capital 700 Optimize current asset base Invest in organic extensions Organic Projects: West Texas Crude Projects Permian & Eaglebine Express Investment ($MM) 600 500 400 300 200 100 0 Mariner Projects 2008 2009 $1.4B in 11 year history Marcus Hook facility acquired in 2013 for $60MM in cash Investment ($MM) Opportunistically acquire complementary assets: 2012 2013P 700 Nederland / Eagle Point 2011 Organic Expansion Capital Allegheny Access Butane Blending 2010 600 500 400 300 200 100 0 2008 2009 2010 2011 2012 2013P* Acquisition Capital *SXL does not project future acquisitions 12 Original 110 MB/D West Texas Expansion – Crude Oil West Texas Crude Expansion: Strong demand for takeaway capacity out of the Permian Basin Existing crude pipeline Multiple destinations 3 Successful Open Seasons • Houston Access – 40 MB/D (operational) • Longview Access – 30 MB/D (operational) • Nederland Access – 40 MB/D (waiting on Pegasus) West Texas Gulf Expansion Permian Crude to Multiple Markets Fee-based income 13 Permian Express – Crude Oil Additional West TX Crude Expansion: Continued strong demand for takeaway capacity out of the Permian Basin Phase I: Successful Open Season • Wichita Falls to Nederland • Existing pipeline • Connection to Basin Pipeline • 90 MB/D (operational) • 150 MB/D capacity (early 2014) Phase II: Actively developing • 200 MB/D additional capacity • Origin: Permian Basin • Destinations: Multiple refiners and markets in the Mid Continent and along the Gulf Coast Permian Express I Permian Crude to Nederland Permian Express II Permian Crude to the Mid-Continent and the Gulf Coast via SXL and 3rd party pipelines 14 Eaglebine Express – Crude Oil ~60MB/D of takeaway capacity from the Eaglebine and Woodbine shale at Hearne to Nederland Eaglebine Express Eaglebine / Woodbine Crude to Nederland Existing MagTex pipeline MagTex acquired in 2008 Underutilized refined products pipeline Expected to be operational in the Mid-14 Successful open season 15 Granite Wash Extension – Crude Oil Approximately 70MB/D of takeaway capacity from the Granite Wash Shale to Ringgold Ability to ultimately connect to multiple SXL and 3rd party pipelines Destinations include refiners and markets in the MidContinent and along the Gulf Coast ~200 miles of new pipeline Expected to be operational in 4Q14 Open season launched in July 2013 Granite Wash Extension Granite Wash Crude to the Mid-Continent and the Gulf Coast via SXL and 3rd party pipelines 16 Allegheny Access – Refined Products Midwest products to Eastern Ohio and Western Pennsylvania: Allegheny Access Ohio Products to Pittsburgh Strong demand to move Midwest refined products east • Refinery expansions • Refinery economics Utilizes existing and new assets Successful Open Season • Initial capacity of 85 MB/D • Expandable to 110 MB/D Fee-based income Mid-14 projected start-up 17 Mariner West and East – Natural Gas Liquids Mariner West Ethane from Houston to Sarnia Mariner East E/P from Houston to Marcus Hook 18 Mariner West and East – Details Comprehensive Marcellus Shale Pipeline Solution Strong demand for NGL takeaway capacity out of the Marcellus Successful Open Seasons for both West and East Fee-based income Primarily existing pipeline (optimizing Northeast/Midwest refined product pipelines) Mariner West Ethane pipeline from Houston, PA to Sarnia, Ontario Line fill commenced July 2013 September 2013 at ~20 MB/D Ramping up by 1Q14 to 50 MB/D capacity (expandable) Mariner East Propane and Ethane pipeline from Houston, PA to the Marcus Hook Facility Marine terminal at Marcus Hook with export options 70 MB/D capacity 2H14: propane start-up; mid-15: ethane and propane Due to substantial interest, actively developing a Phase II 19 Marcus Hook – Natural Gas Liquids Acquired from Sunoco, Inc. – $60MM Continued commitment to growth in natural gas liquids Anchors the Mariner East project Located near the Marcellus and Utica shales, the site offers many features: Five underground caverns for storing NGLs Deep water berths, rail access, truck capability and advantageous pipeline infrastructure A northeast NGL hub, capable of handling a broad array of NGLs and located <300 miles from the Marcellus, is very attractive to producers as well as local and overseas consumers. 20 Mariner South – Natural Gas Liquids Export NGLs from Gulf Coast: Joint project between SXL and Lone Star (ETP/RGP) Mariner South NGLs from Mont Belvieu to Nederland Project originates at Lone Star’s fractionation facility in Mont Belvieu An SXL pipeline would transport to Nederland Terminal for exporting Comparable to Mariner East Received sufficient commitments to proceed Fee-based income 1Q15 projected start-up Excellent example of synergies within Energy Transfer family 21 Summary Geographically diverse asset base and strong business fundamentals Commitment to Investment Grade credit rating Flexible capital structure to support growth and distribution coverage Experienced management team Excellent prospects for future growth 22 Appendix 2008 – 2012 Adjusted EBITDA (Prior Definition) A-1 Adjusted EBITDA Definition Category Proportionate share of Unconsolidated Affiliates' (JV) interest, depreciation and provision for income taxes -Explorer -Wolverine -West Shore -Yellowstone Prior Definition Recorded at SXL's ownership share of JV's Total Net Income New Definition Recorded at SXL's ownership share of JV's Total Adjusted EBITDA Income Attributable to noncontrolling interests (in Consolidated Affiliate JVs) -Mid-Valley -West Texas Gulf -Inland Excluded from Adjusted EBITDA Included in Adjusted EBITDA Non-Cash Compensation Expense Included as reduction to Adjusted EBITDA Excluded from Adjusted EBITDA Unrealized Gain/Loss on Commodity Risk Management Activities Included in Adjusted EBITDA as an increase (gain) or reduction (loss) Excluded from Adjusted EBITDA A-2 2008 – 2012 Adjusted EBITDA (New Definition) A-3 Distributable Cash Flow (DCF) Definition Category Distributions versus Adjusted EBITDA of Unconsolidated Affiliates (JVs) Prior Definition No Adjustment Distributable Cash Flow attributable to noncontrolling interests (in Consolidated Affiliates JVs) No Adjustment New Definition Subtract Adjusted EBITDA; add cash dividends received(1) Subtract DCF attributable to noncontrolling interests in consolidated joint ventures(2) (1) Restated DCF reflects SXL’s cash dividends received from unconsolidated affiliates (2) Restated DCF reflects SXL’s ownership share (%) of consolidated joint venture DCF A-4 2008-2012 DCF (New Definition) (1) Excludes non-cash amortization of fair value adjustment on long-term debt ($6 million in 2012) A-5 Joint Venture Ownership Consolidated Affiliates (JVs): Inland SXL Citgo Mid-Valley 83.8% 16.2% 91.0% 9.0% West Texas Gulf SXL 60.3% Chevron 28.3% Citgo 11.4% West Shore Buckeye 34.6% Shell 18.9% Citgo 18.4% SXL 17.1% ExxonMobil 11.0% Wolverine** ExxonMobil 36.2% SXL 31.5% Shell 17.2% Citgo 9.5% Marathon 5.6% SXL Chevron Unconsolidated Affiliates (JVs): Explorer* Shell Marathon Chevron Phillips 66 SXL American Capital Group 36.0% 17.4% 16.6% 13.8% 9.4% 6.8% Yellowstone Phillips 66 46.0% ExxonMobil 40.0% SXL 14.0% Undivided Interest JV’s: Harbor SXL Phillips 66 Mesa 66.7% 33.3% Plains SXL 63.0% 37.0% Bold - denotes operator * Operated by Explorer’s employees ** Operated by Wolverine’s employees A-6 Historical Financial Results ($MM) 2008 2009 2010 2011 2012 Crude Oil Pipelines Crude Oil Acquisition & Marketing Terminal Facilities Refined Products Pipelines Total Adjusted EBITDA 138 41 81 59 319 147 46 105 74 372 156 39 127 77 399 207 148 149 69 573 275 239 225 71 810 Interest expense, net Provision for income taxes Maintenance Capital Expenditures Amortization of fair value adjustment on long-term debt Distributions versus adjusted EBITDA of unconsolidated affiliates Distributable cash flow attributable to noncontrolling interests Distributable Cash Flow (DCF) 31 26 24 238 45 32 31 264 73 8 37 36 3 242 89 25 42 17 10 390 79 32 50 6 28 11 604 Expansion Capital* 111 144 146 171 324 144 1.7x 182 1.5x 193 1.3x 214 1.8x 277 2.2x Total Distribution (accrual basis) Distribution Coverage Ratio Note: The Partnership's definition of Adjusted EBITDA and DCF was revised beginning in the fourth quarter 2012. Prior period results have been recast to conform to the current presentation * Excludes major acquisitions A-7 SXL Non-GAAP Financial Measures ($MM) Net Income Interest expense, net Depreciation and amortization expense Impairment charge Provision for income taxes Non-cash compensation expense Unrealized losses / (gains) on commodity risk management activities Proportionate share of unconsolidated affiliates' interest, depreciation and provision for income taxes Adjustments to commodity hedges resulting from "push-down" accounting Gain on investments in affiliates Adjusted EBITDA(1) Interest expense, net Amortization of fair value adjustments on long-term debt Provision for income taxes Maintenance capital expenditures Distributions versus Adjusted EBITDA of unconsolidated affiliates Distributable Cash Flow attributable to noncontrolling interests Distributable Cash Flow(1) Twelve Months Ended December 31, 2008 2009 2010 2011 2012 214 31 40 6 4 - 250 45 48 5 - 348 73 64 3 8 5 2 322 89 86 31 25 6 (2) 531 79 139 9 32 8 3 24 24 372 (45) (32) (31) 264 24 (128) 399 (73) (8) (37) (36) (3) 242 16 21 (12) 810 (79) (6) (32) (50) (28) (11) 604 319 (31) (26) (24) 238 573 (89) (25) (42) (17) (10) 390 (1) Management of the Partnership believes Adjusted EBITDA and distributable cash flow information enhances an investor's understanding of a business’s ability to generate cash for payment of distributions and other purposes. Adjusted EBITDA and Distributable Cash Flow do not represent and should not be considered alternatives to net income or cash flows from operating activities as determined under United States generally accepted accounting principles (GAAP) and may not be comparable to other similarly titled measures of other businesses. Historical amounts presented have been recast to conform to current period. Note: The Partnership's definition of Adjusted EBITDA and DCF was revised beginning in the fourth quarter 2012. Prior period results have been recast to conform to the current presentation A-8 Capitalization ($MM) Debt Senior Notes, net(1) As of 6/30/13 2,148 fixed (2) Unamortized fair value adjustments, net $350 MM SXL Revolver (matures August 2016) $200 MM SXL Revolver (matures August 2014) $35 MM WTG Revolver (matures April 2015) Total Debt(1)(2) Equity Limited Partners General Partner Total Partners’ Capital Non-Controlling Interest Total Equity(3) 131 floating floating 35 floating 2,314 5,297 905 6,202 125 6,327 Rating: BBB- / Baa3 / BBB (S&P, Moody’s, Fitch), stable outlook (1) Includes unamortized bond discount of ($2MM) (2) In accordance with purchase accounting, the Partnership's Senior Notes were accounted for at fair value upon the closing of Energy Transfer's acquisition of the Partnership's general partner. At 6/30/13, there was $131MM of net unamortized fair value adjustments, which includes $12MM of amortization which was recognized as a reduction of interest expense during 1H13. (3) In accordance with purchase accounting guidance, the components of the Partnership's consolidated equity balance were adjusted to fair value and resulted in an increase in consolidated equity of $4.8 billion upon the closing of Energy Transfer's acquisition of the Partnership's general partner. A-9 Debt Maturity Schedule at 6/30/2013 ($MM) 400 350 350 350 300 300 300 250 250 200 175 175 8.75% 6.13% 250 150 100 50 0 '13 '14 '15 '16 5.50% - '20 '21 4.65% 3.45% '22 '23 6.85% - '40 '41 6.10% 4.95% '42 '43 Note: Excludes Revolver borrowings A-10 Debt to Adjusted EBITDA 3.5x 3.0x 2.5x 2.0x 1.5x 12/31/2008 Note: 12/31/2009 12/31/2010 12/31/2011 12/31/2012 6/30/2013 Adjusted EBITDA reflects last twelve months for the period ended. Total Debt at 12/31/12 and 6/30/13 does not include unamortized fair value adjustments A-11 Debt to Adjusted EBITDA ($MM) Debt to Adjusted EBITDA Ratio Total Debt Less: Unamortized FV adjustments, net(1) 2008 December 31, 2009 2010 2011 2012 June 30, 2013 748 868 1,229 1,698 1,732 2,314 748 868 1,229 1,698 143 1,589 131 2,183 Adjusted EBITDA (trailing 12 months) 319 372 399 573 810 903 Debt to Adjusted EBITDA Ratio 2.3x 2.3x 3.1x 3.0x 2.0x 2.4x (1) In accordance with purchase accounting guidance, the Partnership's Senior Notes were adjusted to fair value (“FV”) upon the closing of Energy Transfer's acquisition of the Partnership's general partner in October 2012. A-12 Revolver – Credit Facilities ($MM) Lender Citibank Barclays Bank Goldman Sachs Bank USA TD Bank Wells Fargo Bank of America JP Morgan Chase Mizuho Corporate Bank (USA) PNC Bank Bank of Nova Scotia Bank of Tokyo-Mitsubishi UFJ Royal Bank of Scotland UBS Loan Finance Credit Suisse (Caymans) Deutsche Bank (NY) U.S. Bank Total $350MM Facility Allocation 30.0 30.0 25.0 24.0 24.0 21.5 21.5 21.5 21.5 21.5 21.5 21.5 21.5 15.0 15.0 15.0 350.0 $200MM Facility Allocation 18.0 18.0 0.0 15.0 15.0 13.0 13.0 13.0 13.0 13.0 13.0 13.0 13.0 10.0 10.0 10.0 200.0 $35MM Facility Allocation 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 35.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 35.0 Total Allocation 48.0 48.0 25.0 39.0 39.0 34.5 34.5 34.5 69.5 34.5 34.5 34.5 34.5 25.0 25.0 25.0 585.0 Credit facilities include accordion features to expand borrowings to a total of $935MM ($250MM accordion on the $350MM facility and $100MM accordion on the $200MM facility) The $350MM and $200MM facilities have a maximum Debt/EBITDA of 5.0x (flexed to 5.5x during an acquisition period) A-13 Crude Oil Pipeline System 34% of total EBITDA for the year ended December 31, 2012 Approximately 4,900 miles of crude oil trunk lines located in the Southwest and Midwest U.S. Approximately 500 miles of gathering lines 60.3% controlling interest in West Texas Gulf Pipeline, a 580-mile crude oil pipeline 91.0% controlling interest in Mid-Valley Pipeline, a 990-mile crude oil pipeline A-14 Crude Oil Acquisition and Marketing 29% of total EBITDA for the year ended December 31, 2012 Crude truck fleet of approximately 250 trucks Purchase crude oil at the wellhead from producers and in bulk from aggregators at major pipeline interconnections and trading locations Wellhead volumes over 300,000 barrels per day from approximately 4,000 producers in nineteen states and the Gulf of Mexico, with the majority of purchases being made in Oklahoma, Kansas, Texas, New Mexico, Michigan, North Dakota, and Louisiana Storing inventory during contango market conditions – maintain balanced book to mitigate commodity risk Transporting crude oil on our pipelines and trucks or when necessary or cost effective, pipelines or trucks owned and operated by third parties A-15 Terminal Facilities 28% of total EBITDA for the year ended December 31, 2012 Nederland, TX Crude Oil Terminal - One of the largest onshore crude facilities in U.S. 22 million barrel capacity currently Eagle Point, NJ Crude Oil and Refined Products Terminal 5 million barrel capacity for crude oil and refined product storage Pipeline and rail connections with import/export capabilities Marcus Hook Industrial Complex Pipeline, rail and trucking connections with import/export capabilities Five underground NGL storage caverns Refinery Terminal Facilities with combined 6 million barrel capacity Serve Philadelphia area refineries Over 40 active Refined Products Marketing Terminals located in 11 states with a combined capacity of 8 million barrels Inkster, MI LPG Terminal with a capacity of 1 million barrels Total terminal capacity of approximately 46 million barrels Patented technology to blend butane into gasoline A-16 Refined Products Pipeline System 9% of total EBITDA for the year ended December 31, 2012 Refined products pipeline system (approximately 2,500 miles), located in the Northeast, Midwest and Southwest U.S. Equity interest in four product pipelines Explorer (9.4%) West Shore (17.1%) Wolverine (31.5%) Yellowstone (14.0%) 83.8% controlling interest in Inland Pipeline, a 350-mile refined products pipeline system A-17 Acquisition History ($1.4B Since IPO) November 2002 Joint-venture interests in 3 refined product pipelines from Unocal, for $54MM Wolverine (31.5%), West Shore (9.2%), and Yellowstone (14.0%) November 2002 43.8% joint-venture interest from Sunoco/Unocal in West Texas Gulf crude pipeline for $11MM September 2003 Additional joint-venture interest in West Shore for $4MM increasing ownership interest from 9.2% to 12.3% March 2004 Logistics assets of Eagle Point refinery from Sunoco, Inc. for $20MM April 2004 Baltimore, MD and Manassas, VA refined product terminal facilities from ConocoPhillips for $12MM June 2004 Additional 1/3rd joint-venture interest in Harbor Pipeline from El Paso for $7MM, increasing ownership interest to 2/3rds November 2004 Columbus, OH refined product terminal facilities from Certified Oil for $8MM August 2005 Texas crude oil pipeline system from ExxonMobil for $100MM December 2005 37% joint-venture interest in Mesa crude oil pipeline system from Sunoco/Chevron for $7MM March 2006 Texas crude oil pipeline system from Black Hills for $41MM Texas crude oil pipeline system from Alon for $68MM August 2006 55.3% joint-venture interest in Mid-Valley crude oil pipeline from Sunoco, Inc. for $65MM June 2007 50% joint-venture interest in a refined products terminal in Syracuse, NY from ExxonMobil for $13MM A-18 Acquisition History ($1.4B Since IPO), Continued November 2008 Texas refined products pipeline system and terminal facilities from ExxonMobil for $186MM September 2009 Oklahoma crude oil pipeline from Excel Pipeline LLC and Romulus, MI refined products terminal facility from R.K.A. Petroleum LLC for an aggregate $50MM July 2010 Butane blending business from Texon L.P. for $152MM including inventory Additional joint-venture interest in West Shore from BP for $7MM increasing ownership interest from 12.3% to 17.1% Additional joint-venture interest in Mid-Valley from BP for $58MM increasing ownership interest from 55.3% to 91.0% August 2010 Additional joint-venture interest in West Texas Gulf from BP for $27MM increasing ownership interest from 43.8% to 60.3% May 2011 83.8% controlling joint-venture interest in Inland refined products pipeline for $99MM July 2011 Eagle August 2011 Crude Oil Acquisition and Marketing business from Texon L.P. for $222MM including inventory East Boston, MA refined products terminal and pipeline from ConocoPhillips for $73MM including Point Tank Farm from Sunoco, Inc. for $100MM in deferred distribution units inventory April 2013 Marcus Hook Industrial Complex from Sunoco, Inc. for $60MM A-19