FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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23-3096839
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3807 West Chester Pike, Newtown Square, PA
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19073
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Units representing limited partnership interests
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New York Stock Exchange
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Senior Notes 6.125%, due May 15, 2016
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New York Stock Exchange
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Senior Notes 5.50%, due February 15, 2020
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New York Stock Exchange
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Senior Notes 4.40%, due April 1, 2021
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New York Stock Exchange
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Senior Notes 4.65%, due February 15, 2022
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New York Stock Exchange
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Senior Notes 3.45%, due January 15, 2023
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New York Stock Exchange
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Senior Notes 4.25%, due April 1, 2024
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New York Stock Exchange
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Senior Notes 5.95%, due December 1, 2025
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New York Stock Exchange
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Senior Notes 6.85%, due February 15, 2040
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New York Stock Exchange
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Senior Notes 6.10%, due February 15, 2042
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New York Stock Exchange
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Senior Notes 4.95%, due January 15, 2043
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New York Stock Exchange
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Senior Notes 5.30%, due April 1, 2044
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New York Stock Exchange
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Senior Notes 5.35%, due May 15, 2045
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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PART I
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ITEM 1.
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BUSINESS
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ITEM 1A.
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RISK FACTORS
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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PART II
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SECURITYHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES
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ITEM 6.
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SELECTED FINANCIAL DATA
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ITEM 7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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ITEM 9A.
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CONTROLS AND PROCEDURES
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ITEM 9B.
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OTHER INFORMATION
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PART III
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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ITEM 11.
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EXECUTIVE COMPENSATION
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITYHOLDER MATTERS
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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ITEM 14.
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PRINCIPAL ACCOUNTING FEES AND SERVICES
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PART IV
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Our ability to successfully consummate announced acquisitions or expansions and integrate them into our existing business operations;
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Delays related to construction of, or work on, new or existing facilities and the issuance of applicable permits;
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Changes in the supply of, or demand for crude oil, natural gas liquids ("NGLs") and refined products that impact demand for our pipeline, terminalling and storage services;
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Changes in the short-term and long-term demand for crude oil, NGLs and refined products we buy and sell;
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An increase in the competition encountered by our pipelines, terminals and acquisition and marketing operations;
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Changes in the financial condition or operating results of joint ventures or other holdings in which we have an equity ownership interest;
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Changes in the general economic conditions in the United States;
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Changes in laws and regulations to which we are subject, including federal, state, and local taxes, safety, environmental and employment laws;
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Changes in regulations governing the composition of the products that we transport, terminal and store;
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Improvements in energy efficiency and development of technology resulting in reduced demand for refined petroleum products;
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Our ability to manage growth and/or control costs;
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The effect of changes in accounting principles and tax laws, and interpretations of both;
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Global and domestic economic repercussions, including disruptions in the crude oil, NGLs and refined petroleum products markets, from terrorist activities, international hostilities and other events, and the government’s response thereto;
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Changes in the level of operating expenses and hazards related to operating our facilities (including equipment malfunction, explosions, fires, spills and the effects of severe weather conditions);
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The occurrence of operational hazards or unforeseen interruptions for which we may not be adequately insured;
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The age of, and changes in the reliability and efficiency of our operating facilities;
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Changes in the expected level of capital, operating, or remediation spending related to environmental matters;
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Changes in insurance markets resulting in increased costs and reductions in the level and types of coverage available;
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Risks related to labor relations and workplace safety;
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Non-performance by or disputes with major customers, suppliers or other business partners;
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Changes in our tariff rates implemented by federal and/or state government regulators;
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The amount of our debt, which could make us vulnerable to adverse general economic and industry conditions, limit our ability to borrow additional funds, place us at competitive disadvantages compared to competitors that have less debt, or have other adverse consequences;
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Restrictive covenants in our credit agreements;
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Changes in our, or our general partner's, credit ratings, as assigned by ratings agencies;
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The condition of the debt and equity capital markets in the United States, and our ability to raise capital in a cost-effective way;
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Performance of financial institutions impacting our liquidity, including those supporting our credit facilities;
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The effectiveness of our risk management activities, including the use of derivative financial instruments to hedge commodity risks;
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Changes in interest rates on our outstanding debt, which could increase the costs of borrowing; and
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The costs and effects of legal and administrative claims and proceedings against us or any entity in which we have an ownership interest, and changes in the status of, or the initiation of new litigation, claims or proceedings, to which we, or any entity in which we have an ownership interest, are a party.
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ITEM 1.
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BUSINESS
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The
Crude Oil
segment provides transportation, terminalling and acquisition and marketing services to crude oil markets throughout the southwest, midwest and northeastern United States. Included within the segment is approximately 5,900 miles of crude oil trunk and gathering pipelines in the southwest and midwest United States and equity ownership interests in three crude oil pipelines. Our crude oil terminalling services operate with an aggregate storage capacity of approximately 28 million barrels, including approximately 24 million barrels at our Gulf Coast terminal in Nederland, Texas and approximately 3 million barrels at our Fort Mifflin terminal complex in Pennsylvania. Our crude oil acquisition and marketing activities utilize our pipeline and terminal assets, our proprietary fleet crude oil tractor trailers and truck unloading facilities, as well as third-party assets, to service crude oil markets principally in the mid-continent United States.
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The
Natural Gas Liquids
segment transports, stores, and executes acquisition and marketing activities utilizing a complementary network of pipelines, storage and blending facilities, and strategic off-take locations that provide access to multiple NGLs markets. The segment contains approximately 900 miles of NGLs pipelines, primarily related to our Mariner systems located in the northeast and southwest United States. Terminalling services are facilitated by approximately 5 million barrels of NGLs storage capacity, including approximately 1 million barrels of storage at our Nederland, Texas terminal facility and 3 million barrels at our Marcus Hook, Pennsylvania terminal facility (the "Marcus Hook Industrial Complex"). This segment also carries out our NGLs blending activities, including utilizing our patented butane blending technology.
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The
Refined Products
segment provides transportation and terminalling services, through the use of approximately 1,800 miles of refined products pipelines and approximately 40 active refined products marketing terminals. Our marketing terminals are located primarily in the northeast, midwest and southeast United States, with approximately 8 million barrels of refined products storage capacity. The Refined Products segment includes our Eagle Point facility in New Jersey, which has approximately 6 million barrels of refined products storage capacity. The segment also includes our equity ownership interests in four refined products pipeline companies. The segment also performs terminalling activities at our Marcus Hook Industrial Complex. The Refined Products segment utilizes our integrated pipeline and terminalling assets, as well as acquisition and marketing activities, to service refined products markets in several regions of the United States.
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In October 2015, we obtained a 30 percent ownership interest in the Bakken pipeline project through acquisition of an ownership interest in the Bakken Holdings Company LLC. The Bakken pipeline consists of existing and newly constructed pipelines that are expected to provide aggregate takeaway capacity of approximately 450 thousand barrels per day ("bpd") of crude oil from the Bakken/Three Forks production area in North Dakota to key refinery and terminalling hubs in the midwest and Gulf Coast, including our Nederland terminal. The ultimate takeaway capacity target for the Bakken pipeline is 570 thousand bpd. The project is jointly owned by ETP and Phillips 66. Commercial operations are expected to commence in the fourth quarter 2016.
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In July 2015, we obtained a 30 percent ownership interest in the Bayou Bridge Pipeline, LLC ("Bayou Bridge"), which consists of newly constructed pipeline that will deliver crude oil from Nederland, Texas to refinery markets in Louisiana. The project is jointly owned with ETP and Phillips 66. Commercial operations are expected to begin in the first quarter 2016.
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In December 2014 and January 2015, we acquired an additional 39.7 percent ownership interest in the West Texas Gulf Pipe Line Company ("West Texas Gulf") which originates in Colorado City and delivers to destinations in Goodrich and Longview, Texas. The acquisition resulted in a wholly-owned interest in this strategic crude oil pipeline.
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In May 2014, we acquired a crude oil purchasing and marketing business from EDF Trading North America, LLC ("EDF"). The purchase consisted of a crude oil acquisition and marketing business and related assets which handle
20
thousand bpd. The acquisition included a promissory note that was convertible to an equity interest in the Price River Terminal rail facility.
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In May 2014, we acquired a
55 percent
economic and voting interest in Price River Terminal, LLC ("PRT"), a rail facility in Wellington, Utah. As the Partnership acquired a controlling financial interest in PRT, the entity is reflected as a consolidated subsidiary of the Partnership from the acquisition date. The terms of the acquisition provide PRT's noncontrolling interest holders the option to sell their interests to the Partnership at a price defined in the purchase agreement.
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In August 2011, we acquired a crude oil acquisition and marketing business from Texon L.P. ("Texon") which consists of a 75 thousand bpd crude oil purchasing business and gathering assets in 16 states, primarily in the mid-continent United States.
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Year Ended December 31,
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2015
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2014
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2013
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Crude oil pipelines throughput (thousands of bpd)
(1)
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2,218
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2,125
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1,866
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(1)
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Excludes amounts attributable to equity ownership interests which are not consolidated.
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Year Ended December 31,
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2015
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2014
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2013
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Crude oil terminals throughput (thousands of bpd)
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1,401
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1,403
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1,210
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purchasing crude oil at both the wellhead from producers, and in bulk from aggregators at major pipeline interconnections and trading locations;
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storing inventory during contango market conditions (when the price of crude oil for future delivery is higher than current prices);
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buying and selling crude oil of different grades, at different locations in order to maximize value;
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transporting crude oil using our pipelines, terminals and trucks or, when necessary or cost effective, pipelines, terminals or trucks owned and operated by third parties; and
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marketing crude oil to major integrated oil companies, independent refiners and resellers through various types of sale and exchange transactions.
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Year Ended December 31,
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2015
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2014
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2013
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(in thousands of bpd)
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Lease purchases:
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Available for sale
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361
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378
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332
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Exchanged
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4
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14
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7
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Other exchanges and bulk purchases
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491
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481
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410
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Total Purchases
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856
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873
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749
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Bulk Sales
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471
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483
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419
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Exchanges:
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Purchased at the lease
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4
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14
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7
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Other
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369
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372
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321
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Total Sales
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844
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869
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747
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•
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In April 2013, we acquired Sunoco's Marcus Hook Industrial Complex and related assets. The acquisition included terminalling and storage assets with a capacity of approximately 2 million barrels of NGLs storage capacity in underground caverns.
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Year Ended December 31,
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2015
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2014
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2013
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NGLs pipelines throughput (thousands of bpd)
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209
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33
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9
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Year Ended December 31,
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2015
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2014
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2013
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NGLs terminals throughput (thousands of bpd)
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184
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40
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31
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•
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In March 2014, we exercised rights to acquire an additional ownership in Explorer Pipeline Company ("Explorer") for $42 million, increasing the Partnership's ownership interest from 9.4 to 13.3 percent.
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In May 2011, we acquired an 83.8 percent equity interest in Inland from an affiliated entity and Shell Oil Company. The pipeline connects three refineries in Ohio to terminals and major markets within the state. As we have a controlling financial interest in Inland, the joint venture is reflected as a consolidated subsidiary in our consolidated financial statements. We assumed operatorship of the pipeline in 2012.
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Year Ended December 31,
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2015
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2014
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2013
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Refined products pipelines throughput (thousands of bpd)
(1)
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492
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456
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492
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(1)
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Excludes amounts attributable to equity ownership interests which are not consolidated.
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Pipeline
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SXL Equity Ownership
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Approximate Pipeline Mileage
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Explorer Pipeline Company
(1)
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13.3%
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1,850
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Yellowstone Pipe Line Company
(2)
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14.0%
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700
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West Shore Pipe Line Company
(3)
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17.1%
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650
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Wolverine Pipe Line Company
(4)
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31.5%
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700
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(1)
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The system, which is operated by Explorer employees, originates from the refining centers of Beaumont, Port Arthur and Houston, Texas, and extends to Chicago, Illinois, with delivery points in the Houston, Dallas/Fort Worth, Tulsa, St. Louis, and Chicago areas. Explorer charges market-based rates for all its tariffs.
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(2)
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The system, which is operated by Phillips 66, originates from the Billings, Montana refining center and extends to Moses Lake, Washington, with delivery points along the way. Tariff rates are regulated by the FERC for interstate shipments and the Montana Public Service Commission for intrastate shipments in Montana.
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(3)
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The system, which is operated by Buckeye Partners, L.P., originates from the Chicago, Illinois refining center and extends to Madison and Green Bay, Wisconsin, with delivery points along the way. West Shore charges market-based tariff rates in the Chicago area.
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(4)
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The system, which is operated by Wolverine employees, originates from Chicago, Illinois and extends to Detroit, Grand Haven and Bay City, Michigan, with delivery points along the way. Wolverine charges market-based rates for tariffs at the Detroit, Jackson, Niles, Hammond and Lockport destinations.
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Year Ended December 31,
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2015
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2014
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2013
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Refined products terminals throughput (thousands of bpd)
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534
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497
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525
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State
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Number of Terminals
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Storage Capacity
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(thousands of barrels)
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Indiana
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1
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206
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Louisiana
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1
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161
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Maryland
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1
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710
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Massachusetts
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1
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1,144
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Michigan
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3
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760
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New Jersey
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3
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650
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New York
(1)
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4
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920
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Ohio
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7
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957
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Pennsylvania
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13
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1,743
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Texas
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4
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548
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Virginia
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1
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403
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Total
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39
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8,202
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(1)
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We have a 45 percent ownership interest in a terminal at Inwood, New York and a 50 percent ownership interest in a terminal that we operate in Syracuse, New York. The storage capacities included in the table represent the proportionate share of capacity attributable to our ownership interests in these terminals.
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ITEM 1A.
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RISK FACTORS
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a sustained recession or other adverse economic conditions that result in lower purchases of refined petroleum products;
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higher refined products prices due to an increase in the market price of crude oil, changes in economic conditions, or other factors;
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higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline or other refined products;
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a shift by consumers to more fuel-efficient or alternative fuel vehicles or an increase in fuel economy, whether as a result of technological advances by manufacturers, pending legislation proposing to mandate higher fuel economy, or otherwise; and
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a temporary or permanent material increase in the price of refined products as compared to alternative sources of refined products available to our customers.
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denial or delay in issuing requisite regulatory approvals and/or permits;
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unplanned increases in the cost of construction materials or labor;
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disruptions in transportation of modular components and/or construction materials;
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severe adverse weather conditions, natural disasters, or other events (such as equipment malfunctions, explosions, fires, releases) affecting our facilities, or those of vendors and suppliers;
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shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;
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changes in market conditions impacting long lead-time projects;
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market-related increases in a project's debt or equity financing costs; and
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nonperformance by, or disputes with, vendors, suppliers, contractors, or sub-contractors involved with a project.
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the right to share in the Partnership’s distributions;
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the rights upon dissolution and liquidation of the Partnership;
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whether, and the terms upon which, the Partnership may redeem the securities;
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whether the securities will be issued, evidenced by certificates and assigned or transferred; and
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the right, if any, of the security to vote on matters relating to the Partnership, including matters relating to the relative rights, preferences and privileges of such security.
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ETP and its affiliates may engage in competition with us. Neither our partnership agreement nor any other agreement requires ETP to pursue a business strategy that favors us or utilizes our assets, and our general partner may consider the interests of parties other than us, such as ETP, in resolving conflicts of interest;
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under our partnership agreement, our general partner's fiduciary duties are restricted, and our unitholders have only limited remedies available in the event of conduct constituting a potential breach of fiduciary duty by our general partner;
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our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuance of additional partnership securities, and reserves, each of which can affect the amount of cash available for distribution to our unitholders and the amount received by our general partner in respect of its incentive distribution rights ("IDRs");
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our general partner determines which costs incurred by ETP and its affiliates are reimbursable by us; and
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our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for services rendered, or from entering into additional contractual arrangements with any of these entities on our behalf, so long as the terms of any additional contractual arrangements are fair and reasonable to us; and our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates.
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we had been conducting business in any state without complying with the applicable limited partnership statute; or
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the right or the exercise of the right by the unitholders as a group to remove or replace our general partner, to approve some amendments to the partnership agreement, or to take other action under the partnership agreement constituted participation in the "control" of our business.
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make it more difficult for us to satisfy our obligations under our debt securities or other indebtedness and, if we fail to comply with the requirements of the other indebtedness, could result in an event of default under our debt securities or such other indebtedness;
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•
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require us to dedicate a substantial portion of our cash flow from operations to required payments on indebtedness, thereby reducing the availability of cash flow from working capital, capital expenditures and other general corporate activities;
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•
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limit our ability to obtain additional financing in the future for working capital, capital expenditures and other general corporate activities;
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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detract from our ability to successfully withstand a downturn in our business or the economy, generally; and
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place us at a competitive disadvantage against less leveraged competitors.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SECURITYHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES
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|
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2015
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|
2014
|
||||||||||||||||||||
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Unit Price
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Declared
Distributions
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Unit Price
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Declared
Distributions
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Quarter
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High
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Low
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High
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Low
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1
st
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$
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46.72
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$
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36.62
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$
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0.4190
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$
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45.76
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$
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36.40
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$
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0.3475
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2
nd
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$
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44.90
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$
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37.10
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$
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0.4380
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$
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47.82
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$
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43.01
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$
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0.3650
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3
rd
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$
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38.65
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$
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25.44
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$
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0.4580
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$
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51.45
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$
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42.20
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$
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0.3825
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4
th
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$
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32.89
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$
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21.41
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$
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0.4790
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$
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52.47
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$
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35.61
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$
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0.4000
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(1)
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Includes general partner interest.
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ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
|
Year Ended December 31,
|
|
Period from Acquisition,
October 5, 2012 to
December 31, 2012
|
|
|
Period from
January 1, 2012 to
October 4, 2012
|
|
Year Ended December 31,
|
||||||||||||||||
2015
|
|
2014
|
|
2013
|
|
|
|
2011
|
|||||||||||||||||
|
|
(in millions, except per unit data)
|
|
|
(in millions, except per unit data)
|
||||||||||||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales and other operating revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unaffiliated customers
|
|
$
|
9,971
|
|
|
$
|
17,018
|
|
|
$
|
15,073
|
|
|
$
|
2,989
|
|
|
|
$
|
9,460
|
|
|
$
|
10,473
|
|
Affiliates
|
|
515
|
|
|
1,070
|
|
|
1,566
|
|
|
200
|
|
|
|
461
|
|
|
432
|
|
||||||
Gain on divestment and related matters
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
11
|
|
|
—
|
|
||||||
Total revenues
|
|
$
|
10,486
|
|
|
$
|
18,088
|
|
|
$
|
16,639
|
|
|
$
|
3,189
|
|
|
|
$
|
9,932
|
|
|
$
|
10,905
|
|
Operating income
|
|
$
|
530
|
|
|
$
|
367
|
|
|
$
|
560
|
|
|
$
|
159
|
|
|
|
$
|
460
|
|
|
$
|
423
|
|
Other income
(1)
|
|
$
|
22
|
|
|
$
|
25
|
|
|
$
|
21
|
|
|
$
|
5
|
|
|
|
$
|
18
|
|
|
$
|
13
|
|
Income before income tax expense
|
|
$
|
418
|
|
|
$
|
325
|
|
|
$
|
504
|
|
|
$
|
150
|
|
|
|
$
|
413
|
|
|
$
|
347
|
|
Net Income
|
|
$
|
397
|
|
|
$
|
300
|
|
|
$
|
474
|
|
|
$
|
142
|
|
|
|
$
|
389
|
|
|
$
|
322
|
|
Net income attributable to noncontrolling interests
|
|
(3
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|
(3
|
)
|
|
|
(8
|
)
|
|
(9
|
)
|
||||||
Net income attributable to redeemable noncontrolling interests
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Net Income Attributable to Sunoco Logistics Partners L.P.
|
|
$
|
393
|
|
|
$
|
291
|
|
|
$
|
463
|
|
|
$
|
139
|
|
|
|
$
|
381
|
|
|
$
|
313
|
|
Net Income Attributable to Sunoco Logistics Partners L.P. per Limited Partner unit:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
|
$
|
0.42
|
|
|
$
|
0.52
|
|
|
$
|
1.63
|
|
|
$
|
0.55
|
|
|
|
$
|
1.57
|
|
|
$
|
1.28
|
|
Diluted
|
|
$
|
0.42
|
|
|
$
|
0.51
|
|
|
$
|
1.63
|
|
|
$
|
0.55
|
|
|
|
$
|
1.57
|
|
|
$
|
1.27
|
|
Cash distributions per unit to Limited Partners:
(2) (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Paid
|
|
$
|
1.72
|
|
|
$
|
1.43
|
|
|
$
|
1.17
|
|
|
$
|
0.26
|
|
|
|
$
|
0.66
|
|
|
$
|
0.81
|
|
Declared
|
|
$
|
1.79
|
|
|
$
|
1.50
|
|
|
$
|
1.23
|
|
|
$
|
0.27
|
|
|
|
$
|
0.71
|
|
|
$
|
0.82
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA
(4)
|
|
$
|
1,153
|
|
|
$
|
971
|
|
|
$
|
871
|
|
|
$
|
219
|
|
|
|
$
|
591
|
|
|
$
|
573
|
|
Distributable Cash Flow
(4)
|
|
$
|
879
|
|
|
$
|
750
|
|
|
$
|
660
|
|
|
$
|
163
|
|
|
|
$
|
439
|
|
|
$
|
388
|
|
(1)
|
Includes equity income from our investments in the following joint ventures interests: Explorer Pipeline Company, Wolverine Pipe Line Company, West Shore Pipe Line Company, Yellowstone Pipe Line Company, Bayview Refining Company, LLC, and SunVit Pipeline LLC ("SunVit"). Equity income from the investments has been included based on our respective ownership percentages of each, and from the dates of acquisition or formation.
|
(2)
|
In June 2014, a two-for-one split was completed, which resulted in the issuance of one additional common unit for every one unit owned. All unit and per unit information is presented on a post-split basis.
|
(3)
|
Cash distributions paid per unit to limited partners represent payments made per unit during the period stated. Cash distributions declared per unit to limited partners represent distributions declared per unit for the quarters within the period stated. Declared distributions were paid within 45 days following the close of each quarter.
|
(4)
|
Adjusted EBITDA and Distributable Cash Flow provide additional information for evaluating our ability to make distributions to our unitholders and our general partner. The following tables reconcile (a) the difference between net income, as determined under United States generally accepted accounting principles ("GAAP"), and Adjusted EBITDA and Distributable Cash Flow and (b) net cash provided by operating activities and Adjusted EBITDA:
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
|
Year Ended December 31,
|
|
Period from Acquisition,
October 5, 2012 to
December 31, 2012
|
|
|
Period from
January 1, 2012 to
October 4, 2012
|
|
Year Ended December 31,
|
||||||||||||||||
2015
|
|
2014
|
|
2013
|
|
|
|
2011
|
|||||||||||||||||
|
|
(in millions)
|
|
|
(in millions)
|
||||||||||||||||||||
Net Income
|
|
$
|
397
|
|
|
$
|
300
|
|
|
$
|
474
|
|
|
$
|
142
|
|
|
|
$
|
389
|
|
|
$
|
322
|
|
Interest expense, net
|
|
134
|
|
|
67
|
|
|
77
|
|
|
14
|
|
|
|
65
|
|
|
89
|
|
||||||
Depreciation and amortization expense
|
|
382
|
|
|
296
|
|
|
265
|
|
|
63
|
|
|
|
76
|
|
|
86
|
|
||||||
Impairment charge and other matters
|
|
162
|
|
|
258
|
|
|
—
|
|
|
—
|
|
|
|
9
|
|
|
31
|
|
||||||
Provision for income taxes
|
|
21
|
|
|
25
|
|
|
30
|
|
|
8
|
|
|
|
24
|
|
|
25
|
|
||||||
Non-cash compensation expense
|
|
17
|
|
|
16
|
|
|
14
|
|
|
2
|
|
|
|
6
|
|
|
6
|
|
||||||
Unrealized losses/(gains) on commodity risk management activities
|
|
4
|
|
|
(17
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
|
6
|
|
|
(2
|
)
|
||||||
Amortization of excess equity method investment
|
|
2
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Proportionate share of unconsolidated affiliates’ interest, depreciation and provision for income taxes
|
|
34
|
|
|
24
|
|
|
20
|
|
|
5
|
|
|
|
16
|
|
|
16
|
|
||||||
Non-cash accrued liability adjustment
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Adjustments to commodity hedges resulting from "push-down" accounting
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
|
—
|
|
|
—
|
|
||||||
Adjusted EBITDA
|
|
1,153
|
|
|
971
|
|
|
871
|
|
|
219
|
|
|
|
591
|
|
|
573
|
|
||||||
Interest expense, net
|
|
(134
|
)
|
|
(67
|
)
|
|
(77
|
)
|
|
(14
|
)
|
|
|
(65
|
)
|
|
(89
|
)
|
||||||
Provision for current income taxes
|
|
(15
|
)
|
|
(29
|
)
|
|
(24
|
)
|
|
(10
|
)
|
|
|
(24
|
)
|
|
(27
|
)
|
||||||
Amortization of fair value adjustments on long-term debt
|
|
(13
|
)
|
|
(14
|
)
|
|
(23
|
)
|
|
(6
|
)
|
|
|
—
|
|
|
—
|
|
||||||
Distributions versus Adjusted EBITDA of unconsolidated affiliates
|
|
(35
|
)
|
|
(35
|
)
|
|
(27
|
)
|
|
(3
|
)
|
|
|
(25
|
)
|
|
(17
|
)
|
||||||
Maintenance capital expenditures
|
|
(84
|
)
|
|
(76
|
)
|
|
(53
|
)
|
|
(21
|
)
|
|
|
(29
|
)
|
|
(42
|
)
|
||||||
Distributable Cash Flow attributable to noncontrolling interests
|
|
(4
|
)
|
|
(12
|
)
|
|
(16
|
)
|
|
(2
|
)
|
|
|
(9
|
)
|
|
(10
|
)
|
||||||
Contributions attributable to acquisition from affiliate
|
|
11
|
|
|
12
|
|
|
9
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Distributable Cash Flow
|
|
$
|
879
|
|
|
$
|
750
|
|
|
$
|
660
|
|
|
$
|
163
|
|
|
|
$
|
439
|
|
|
$
|
388
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
|
Year Ended December 31,
|
|
Period from Acquisition,
October 5, 2012 to
December 31, 2012
|
|
|
Period from
January 1, 2012 to
October 4, 2012
|
|
Year Ended December 31,
|
||||||||||||||||
2015
|
|
2014
|
|
2013
|
|
|
|
2011
|
|||||||||||||||||
|
|
(in millions)
|
|
|
(in millions)
|
||||||||||||||||||||
Net cash provided by operating activities
|
|
$
|
598
|
|
|
$
|
566
|
|
|
$
|
749
|
|
|
$
|
280
|
|
|
|
$
|
411
|
|
|
$
|
430
|
|
Interest expense, net
|
|
134
|
|
|
67
|
|
|
77
|
|
|
14
|
|
|
|
65
|
|
|
89
|
|
||||||
Amortization of bond premium, discount and financing fees
|
|
13
|
|
|
12
|
|
|
22
|
|
|
6
|
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Deferred income tax (expense) benefit
|
|
(5
|
)
|
|
4
|
|
|
(6
|
)
|
|
2
|
|
|
|
—
|
|
|
2
|
|
||||||
Regulatory matters excluded from Adjusted EBITDA
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
10
|
|
|
(11
|
)
|
||||||
Claim for (recovery of) environmental liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
|
14
|
|
|
—
|
|
||||||
Equity in earnings of unconsolidated affiliates
|
|
24
|
|
|
25
|
|
|
21
|
|
|
5
|
|
|
|
15
|
|
|
12
|
|
||||||
Distributions from unconsolidated affiliates
|
|
(23
|
)
|
|
(14
|
)
|
|
(14
|
)
|
|
(6
|
)
|
|
|
(5
|
)
|
|
(11
|
)
|
||||||
Net change in working capital pertaining to operating activities
|
|
361
|
|
|
258
|
|
|
(20
|
)
|
|
(91
|
)
|
|
|
29
|
|
|
37
|
|
||||||
Unrealized losses (gains) on commodity risk management activities
|
|
4
|
|
|
(17
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
|
6
|
|
|
(2
|
)
|
||||||
Amortization of excess equity method investment
|
|
2
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Proportionate share of unconsolidated affiliates’ interest, depreciation and provision for income taxes
|
|
34
|
|
|
24
|
|
|
20
|
|
|
5
|
|
|
|
16
|
|
|
16
|
|
||||||
Non-cash accrued liability adjustment
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Adjustments to commodity hedges resulting from "push-down" accounting
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
|
—
|
|
|
—
|
|
||||||
Provision for income taxes
|
|
21
|
|
|
25
|
|
|
30
|
|
|
8
|
|
|
|
24
|
|
|
25
|
|
||||||
Other
|
|
(10
|
)
|
|
19
|
|
|
1
|
|
|
24
|
|
|
|
8
|
|
|
(12
|
)
|
||||||
Adjusted EBITDA
|
|
$
|
1,153
|
|
|
$
|
971
|
|
|
$
|
871
|
|
|
$
|
219
|
|
|
|
$
|
591
|
|
|
$
|
573
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
Year Ended December 31,
|
|
Period from Acquisition,
October 5, 2012 to
December 31, 2012
(4)
|
|
|
Period from
January 1, 2012 to
October 4, 2012
(4)
|
|
Year Ended December 31,
|
||||||||||||||||||
2015
(1)
|
|
2014
(2)
|
|
2013
(3)
|
|
|
|
2011
(5)
|
|||||||||||||||||
|
|
(in millions)
|
|
|
(in millions)
|
||||||||||||||||||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by operating activities
|
|
$
|
598
|
|
|
$
|
566
|
|
|
$
|
749
|
|
|
$
|
280
|
|
|
|
$
|
411
|
|
|
$
|
430
|
|
Net cash used in investing activities
|
|
$
|
(2,854
|
)
|
|
$
|
(2,866
|
)
|
|
$
|
(957
|
)
|
|
$
|
(139
|
)
|
|
|
$
|
(224
|
)
|
|
$
|
(609
|
)
|
Net cash provided by (used in) financing activities
|
|
$
|
2,192
|
|
|
$
|
2,362
|
|
|
$
|
244
|
|
|
$
|
(140
|
)
|
|
|
$
|
(190
|
)
|
|
$
|
182
|
|
Capital expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expansion
(6)
|
|
$
|
2,620
|
|
|
$
|
2,346
|
|
|
$
|
851
|
|
|
$
|
118
|
|
|
|
$
|
206
|
|
|
$
|
171
|
|
Maintenance
(7)
|
|
86
|
|
|
70
|
|
|
46
|
|
|
21
|
|
|
|
29
|
|
|
42
|
|
||||||
Acquisitions
|
|
131
|
|
|
433
|
|
|
60
|
|
|
—
|
|
|
|
—
|
|
|
396
|
|
||||||
Total capital expenditures
|
|
$
|
2,837
|
|
|
$
|
2,849
|
|
|
$
|
957
|
|
|
$
|
139
|
|
|
|
$
|
235
|
|
|
$
|
609
|
|
(1)
|
Cash flows related to expansion capital expenditures in 2015 included projects to: invest in the previously announced Mariner projects and Allegheny Access pipeline project; invest in our crude oil infrastructure by increasing our pipeline capabilities through announced expansion capital and joint projects; expand the service capabilities of our acquisition and marketing activities; and upgrade the service capabilities at our bulk marine terminals. Cash flows related to acquisitions in 2015 included $131 million related to the acquisition of remaining ownership interest in the West Texas Gulf Pipe Line Company ("West Texas Gulf") crude oil pipeline.
|
(2)
|
Cash flows related to expansion capital expenditures in 2014 included projects to: invest in the previously announced Mariner and Allegheny Access projects; invest in our crude oil infrastructure by increasing our pipeline capabilities through previously announced expansion capital and joint projects in Texas and Oklahoma; expand the service capabilities of our acquisition and marketing activities; and upgrade the service capabilities at our bulk marine terminals. Cash flows related to acquisitions in 2014 included $65 million related to a crude oil acquisition and marketing business and a controlling financial interest in a related rail facility, $325 million related to the acquisition of additional ownership interest in West Texas Gulf, and $42 million related to the acquisition of additional ownership interest in Explorer Pipeline Company.
|
(3)
|
Cash flows related to expansion capital expenditures in 2013 included projects to: invest in our crude oil infrastructure by increasing our pipeline capabilities through previously announced expansion capital projects in Texas and Oklahoma; expand upon our acquisition and marketing activities; upgrade the service capabilities at the Eagle Point and Nederland terminals; and invest in the previously announced Mariner and Allegheny Access projects. We also acquired the Marcus Hook Industrial Complex for $60 million in 2013.
|
(4)
|
Cash flows related to expansion capital expenditures for the periods from October 5, 2012 to December 31, 2012 and from January 1, 2012 to October 4, 2012 included projects to: expand upon our acquisition and marketing activities, upgrade the service capabilities at the Eagle Point and Nederland terminals; invest in our crude oil infrastructure by increasing our pipeline capabilities through previously announced growth projects in West Texas and expanding the crude oil trucking fleet; and to invest in the Mariner pipeline projects.
|
(5)
|
Expansion capital expenditures in 2011 included projects to expand upon our butane blending services, increase tankage at the Nederland terminal, increase connectivity of the crude oil pipeline assets in Texas and increase our crude oil trucking fleet to meet the demand for transportation services in the southwest United States. Cash flows related to acquisitions in 2011 included $73 million related to the acquisition of the East Boston terminal, $222 million related to the acquisition of the Texon L.P. ("Texon") crude oil acquisition and marketing business, $2 million related to the acquisition of the Eagle Point tank farm and $99 million related to the acquisition of a controlling financial interest in Inland Corporation ("Inland").
|
(6)
|
Expansion capital expenditures are capital expenditures made to acquire and integrate complimentary assets, to improve operational efficiencies or reduce costs and to expand existing and construct new facilities, such as projects that increase storage or throughput volume.
|
(7)
|
Maintenance capital expenditures are capital expenditures required to maintain equipment reliability, tankage and pipeline integrity and safety, and to address environmental regulations. We treat maintenance expenditures that do not extend the useful life of existing assets as operating expenses as incurred.
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
December 31,
|
|
|
December 31,
|
||||||||||||||||||
2015
|
|
2014
|
|
2013
|
|
2012
|
|
|
2011
|
||||||||||||
(in millions)
|
|
|
(in millions)
|
||||||||||||||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net properties, plants and equipment
|
|
$
|
10,692
|
|
|
$
|
8,849
|
|
|
$
|
6,519
|
|
|
$
|
5,623
|
|
|
|
$
|
2,522
|
|
Total assets
|
|
$
|
15,489
|
|
|
$
|
13,618
|
|
|
$
|
11,890
|
|
|
$
|
10,361
|
|
|
|
$
|
5,466
|
|
Total debt
|
|
$
|
5,591
|
|
|
$
|
4,234
|
|
|
$
|
2,496
|
|
|
$
|
1,732
|
|
|
|
$
|
1,687
|
|
Total Sunoco Logistics Partners L.P. Equity
|
|
$
|
7,521
|
|
|
$
|
6,678
|
|
|
$
|
6,204
|
|
|
$
|
6,072
|
|
|
|
$
|
1,096
|
|
Noncontrolling interests
|
|
34
|
|
|
60
|
|
|
121
|
|
|
123
|
|
|
|
98
|
|
|||||
Total equity
|
|
$
|
7,555
|
|
|
$
|
6,738
|
|
|
$
|
6,325
|
|
|
$
|
6,195
|
|
|
|
$
|
1,194
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
|
Year Ended December 31,
|
|
Period from Acquisition, October 5, 2012 to December 31, 2012
|
|
|
Period from
January 1, 2012 to
October 4, 2012
|
|
Year Ended December 31,
|
||||||||||||||||
2015
|
|
2014
|
|
2013
|
|
|
|
2011
|
|||||||||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Crude Oil
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pipeline throughput (thousands of barrels per day ("bpd"))
|
|
2,218
|
|
|
2,125
|
|
|
1,866
|
|
|
1,584
|
|
|
|
1,546
|
|
|
1,587
|
|
||||||
Terminals throughput (thousands of bpd)
(2)
|
|
1,401
|
|
|
1,403
|
|
|
1,210
|
|
|
1,126
|
|
|
|
1,017
|
|
|
1,041
|
|
||||||
Gross Profit (millions of dollars)
(3)
|
|
$
|
706
|
|
|
$
|
726
|
|
|
$
|
750
|
|
|
$
|
185
|
|
|
|
$
|
460
|
|
|
$
|
472
|
|
Natural Gas Liquids
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pipeline throughput (thousands of bpd)
|
|
209
|
|
|
33
|
|
|
9
|
|
|
9
|
|
|
|
19
|
|
|
20
|
|
||||||
Terminals throughput (thousands of bpd)
|
|
184
|
|
|
40
|
|
|
31
|
|
|
5
|
|
|
|
4
|
|
|
4
|
|
||||||
Gross Profit (millions of dollars)
(3)
|
|
$
|
348
|
|
|
$
|
248
|
|
|
$
|
84
|
|
|
$
|
48
|
|
|
|
$
|
50
|
|
|
$
|
46
|
|
Refined Products
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pipeline throughput (thousands of bpd)
(4)
|
|
492
|
|
|
456
|
|
|
492
|
|
|
512
|
|
|
|
494
|
|
|
459
|
|
||||||
Terminals throughput (thousands of bpd)
(2)
|
|
534
|
|
|
497
|
|
|
525
|
|
|
523
|
|
|
|
554
|
|
|
651
|
|
||||||
Gross Profit (millions of dollars)
(3)
|
|
$
|
123
|
|
|
$
|
65
|
|
|
$
|
83
|
|
|
$
|
13
|
|
|
|
$
|
86
|
|
|
$
|
87
|
|
(1)
|
Excludes amounts attributable to equity ownership interests which are not consolidated.
|
(2)
|
In July 2011 and August 2011, we acquired the Eagle Point Tank Farm and a refined products terminal located in East Boston, Massachusetts, respectively. Volumes and revenues for these acquisitions are included from their acquisition dates.
|
(3)
|
Represents total segment sales and other operating revenue less costs of products sold and operating expenses.
|
(4)
|
In May 2011, we acquired a controlling financial interest in Inland and we accounted for the entity as a consolidated subsidiary from the date of acquisition. Average volumes for the year ended December 31, 2011 of 88 thousand bpd have been included in the consolidated total. From the date of acquisition, this pipeline had actual throughput of 140 thousand bpd for the year ended December 31, 2011.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
West Texas Gulf Pipe Line Company
- In December 2014, we acquired an additional 28.3 percent ownership interest in West Texas Gulf Pipe Line Company ("West Texas Gulf") from Chevron Pipe Line Company, increasing our controlling financial interest to 88.6 percent. The remaining noncontrolling interest in West Texas Gulf was acquired in January 2015. The pipeline is now wholly-owned and continues to be reported in our Crude Oil segment.
|
•
|
EDF Trading
- In May 2014, we acquired a crude oil purchasing and marketing business from EDF Trading North America, LLC ("EDF"). The purchase consisted of a crude oil acquisition and marketing business and related assets which handle 20 thousand barrels per day. The acquisition also included a promissory note that was convertible to an equity interest in a rail facility (see
Price River Terminal
,
below). The acquisition is included in our Crude Oil segment.
|
•
|
Price River Terminal
- In May 2014, we acquired a 55 percent economic and voting interest in Price River Terminal, LLC ("PRT"), a rail facility in Wellington, Utah. The terms of the acquisition provide PRT's noncontrolling interest holders the option to sell their interests to the Partnership at a price defined in the purchase agreement. Since we acquired a controlling financial interest in PRT, the entity was reflected as a consolidated subsidiary from the acquisition date and is included in the Crude Oil segment.
|
•
|
Marcus Hook Industrial Complex -
In the second quarter 2013, we acquired Sunoco, Inc.'s ("Sunoco") Marcus Hook facility and related assets (the "Marcus Hook Industrial Complex"). The complex consists of terminalling and storage assets located in Pennsylvania and Delaware including underground storage caverns with a capacity of approximately 2 million barrels, deep water berths, rail access and trucking capabilities, and advantageous pipeline access. In addition, the acquisition included commercial agreements, including a reimbursement agreement under which Sunoco will reimburse us $40 million for certain operating expenses of the Marcus Hook Industrial Complex through March 31, 2017. Since the transaction was with an entity under common control, we recorded the assets acquired and liabilities assumed at Sunoco's net carrying value. The acquisition is included in the Natural Gas Liquids segment.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except per unit data)
|
||||||||||
Statements of Income
|
|
|
|
|
|
||||||
Sales and other operating revenue:
|
|
|
|
|
|
||||||
Unaffiliated customers
|
$
|
9,971
|
|
|
$
|
17,018
|
|
|
$
|
15,073
|
|
Affiliates
|
515
|
|
|
1,070
|
|
|
1,566
|
|
|||
Total revenues
|
10,486
|
|
|
18,088
|
|
|
16,639
|
|
|||
Cost of products sold
(1)
|
9,145
|
|
|
16,877
|
|
|
15,600
|
|
|||
Operating expenses
(1)
|
164
|
|
|
172
|
|
|
122
|
|
|||
Selling, general and administrative expenses
|
103
|
|
|
118
|
|
|
92
|
|
|||
Depreciation and amortization expense
|
382
|
|
|
296
|
|
|
265
|
|
|||
Impairment charge and other matters
|
162
|
|
|
258
|
|
|
—
|
|
|||
Total costs and expenses
|
9,956
|
|
|
17,721
|
|
|
16,079
|
|
|||
Operating income
|
530
|
|
|
367
|
|
|
560
|
|
|||
Net interest expense
|
(134
|
)
|
|
(67
|
)
|
|
(77
|
)
|
|||
Other income
|
22
|
|
|
25
|
|
|
21
|
|
|||
Income before provision for income taxes
|
418
|
|
|
325
|
|
|
504
|
|
|||
Provision for income taxes
|
(21
|
)
|
|
(25
|
)
|
|
(30
|
)
|
|||
Net Income
|
397
|
|
|
300
|
|
|
474
|
|
|||
Net income attributable to noncontrolling interests
|
(3
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|||
Net income attributable to redeemable noncontrolling interests
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Net Income Attributable to Sunoco Logistics Partners L.P.
|
$
|
393
|
|
|
$
|
291
|
|
|
$
|
463
|
|
Net Income Attributable to Sunoco Logistics Partners L.P. per Limited Partner unit:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.42
|
|
|
$
|
0.52
|
|
|
$
|
1.63
|
|
Diluted
|
$
|
0.42
|
|
|
$
|
0.51
|
|
|
$
|
1.63
|
|
(1)
|
In connection with the change in our reportable segments in the fourth quarter 2015, we adjusted the elimination of certain intercompany transactions to conform to the new segment presentation. These changes did not impact our total expenses or net income. Prior period amounts have been recast to conform to current presentation.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Net Income
|
$
|
397
|
|
|
$
|
300
|
|
|
$
|
474
|
|
Interest expense, net
|
134
|
|
|
67
|
|
|
77
|
|
|||
Depreciation and amortization expense
|
382
|
|
|
296
|
|
|
265
|
|
|||
Impairment charge and other matters
|
162
|
|
|
258
|
|
|
—
|
|
|||
Provision for income taxes
|
21
|
|
|
25
|
|
|
30
|
|
|||
Non-cash compensation expense
|
17
|
|
|
16
|
|
|
14
|
|
|||
Unrealized losses (gains) on commodity risk management activities
|
4
|
|
|
(17
|
)
|
|
(1
|
)
|
|||
Amortization of excess equity method investment
|
2
|
|
|
2
|
|
|
2
|
|
|||
Proportionate share of unconsolidated affiliates’ interest, depreciation and provision for income taxes
|
34
|
|
|
24
|
|
|
20
|
|
|||
Non-cash accrued liability adjustment
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||
Adjusted EBITDA
|
1,153
|
|
|
971
|
|
|
871
|
|
|||
Interest expense, net
|
(134
|
)
|
|
(67
|
)
|
|
(77
|
)
|
|||
Provision for current income taxes
|
(15
|
)
|
|
(29
|
)
|
|
(24
|
)
|
|||
Amortization of fair value adjustments on long-term debt
|
(13
|
)
|
|
(14
|
)
|
|
(23
|
)
|
|||
Distributions versus Adjusted EBITDA of unconsolidated affiliates
|
(35
|
)
|
|
(35
|
)
|
|
(27
|
)
|
|||
Maintenance capital expenditures
|
(84
|
)
|
|
(76
|
)
|
|
(53
|
)
|
|||
Distributable Cash Flow attributable to noncontrolling interests
|
(4
|
)
|
|
(12
|
)
|
|
(16
|
)
|
|||
Contributions attributable to acquisition from affiliate
|
11
|
|
|
12
|
|
|
9
|
|
|||
Distributable Cash Flow
|
$
|
879
|
|
|
$
|
750
|
|
|
$
|
660
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except for barrel amounts)
|
||||||||||
Sales and other operating revenue
|
|
|
|
|
|
||||||
Unaffiliated customers
|
$
|
8,763
|
|
|
$
|
16,033
|
|
|
$
|
14,535
|
|
Affiliates
|
193
|
|
|
866
|
|
|
1,418
|
|
|||
Total sales and other operating revenue
|
$
|
8,956
|
|
|
$
|
16,899
|
|
|
$
|
15,953
|
|
Depreciation and amortization expense
|
$
|
216
|
|
|
$
|
191
|
|
|
$
|
176
|
|
Impairment charge and other matters
(1)
|
$
|
150
|
|
|
$
|
231
|
|
|
$
|
—
|
|
Adjusted EBITDA
|
$
|
656
|
|
|
$
|
669
|
|
|
$
|
701
|
|
Pipeline throughput (thousands of barrels per day ("bpd"))
(2)
|
2,218
|
|
|
2,125
|
|
|
1,866
|
|
|||
Terminal throughput (thousands of bpd)
|
1,401
|
|
|
1,403
|
|
|
1,210
|
|
|||
Gross profit
(3)
|
$
|
706
|
|
|
$
|
726
|
|
|
$
|
750
|
|
(1)
|
Represents non-cash inventory adjustments related to changes in commodity prices.
|
(2)
|
Excludes amounts attributable to equity ownership interests which are not consolidated.
|
(3)
|
Represents total segment sales and other operating revenue less costs of products sold and operating expenses.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except for barrel amounts)
|
||||||||||
Sales and other operating revenue
|
|
|
|
|
|
||||||
Unaffiliated customers
|
$
|
961
|
|
|
$
|
825
|
|
|
$
|
384
|
|
Affiliates
|
204
|
|
|
134
|
|
|
63
|
|
|||
Total sales and other operating revenue
|
$
|
1,165
|
|
|
$
|
959
|
|
|
$
|
447
|
|
Depreciation and amortization expense
|
$
|
76
|
|
|
$
|
30
|
|
|
$
|
21
|
|
Impairment charge and other matters
(1)
|
$
|
10
|
|
|
$
|
27
|
|
|
$
|
—
|
|
Adjusted EBITDA
|
$
|
333
|
|
|
$
|
203
|
|
|
$
|
73
|
|
Pipeline throughput (thousands of bpd)
|
209
|
|
|
33
|
|
|
9
|
|
|||
Terminal throughput (thousands of bpd)
|
184
|
|
|
40
|
|
|
31
|
|
|||
Gross profit
(2)
|
$
|
348
|
|
|
$
|
248
|
|
|
$
|
84
|
|
(1)
|
Represents non-cash inventory adjustments related to changes in commodity prices.
|
(2)
|
Represents total segment sales and other operating revenue less costs of products sold and operating expenses.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except for barrel amounts)
|
||||||||||
Sales and other operating revenue
|
|
|
|
|
|
||||||
Unaffiliated customers
|
$
|
247
|
|
|
$
|
160
|
|
|
$
|
154
|
|
Affiliates
|
118
|
|
|
70
|
|
|
85
|
|
|||
Total sales and other operating revenue
|
$
|
365
|
|
|
$
|
230
|
|
|
$
|
239
|
|
Depreciation and amortization expense
|
$
|
90
|
|
|
$
|
75
|
|
|
$
|
68
|
|
Impairment charge and other matters
(1)
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Adjusted EBITDA
|
$
|
164
|
|
|
$
|
99
|
|
|
$
|
97
|
|
Pipeline throughput (thousands of bpd)
(2)
|
492
|
|
|
456
|
|
|
492
|
|
|||
Terminal throughput (thousands of bpd)
|
534
|
|
|
497
|
|
|
525
|
|
|||
Gross profit
(3)
|
$
|
123
|
|
|
$
|
65
|
|
|
$
|
83
|
|
(1)
|
Represents non-cash inventory adjustments related to changes in commodity prices.
|
(2)
|
Excludes amounts attributable to equity ownership interests which are not consolidated.
|
(3)
|
Represents total segment sales and other operating revenue less costs of products sold and operating expenses.
|
•
|
Expansion capital expenditures to acquire and integrate complementary assets to improve operational efficiencies or reduce costs and to expand existing and construct new facilities, such as projects that increase storage or throughput volume, and joint projects which complement our existing asset base,
|
•
|
Maintenance capital expenditures that extend the usefulness of existing assets, such as those required to maintain equipment reliability, tankage and pipeline integrity and safety, and to address environmental regulations, and
|
•
|
Acquisitions to acquire and integrate complementary assets to grow the business, to improve operational efficiencies or reduce costs.
|
|
|
Year Ended December 31,
|
|
Thereafter
|
|
Total
|
||||||||||||||||||||||
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
|||||||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal
|
|
$
|
175
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
812
|
|
|
$
|
4,550
|
|
|
$
|
5,537
|
|
Interest
|
|
257
|
|
|
252
|
|
|
252
|
|
|
252
|
|
|
238
|
|
|
3,295
|
|
|
4,546
|
|
|||||||
Operating leases
|
|
8
|
|
|
8
|
|
|
4
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
26
|
|
|||||||
Purchase obligations
|
|
3,123
|
|
|
405
|
|
|
391
|
|
|
335
|
|
|
252
|
|
|
849
|
|
|
5,355
|
|
|||||||
|
|
$
|
3,563
|
|
|
$
|
665
|
|
|
$
|
647
|
|
|
$
|
590
|
|
|
$
|
1,305
|
|
|
$
|
8,694
|
|
|
$
|
15,464
|
|
•
|
Pipeline Operator Agreement:
We have agreements with certain of our joint venture interests to serve as operators of their respective pipeline systems. The agreements include a specified management fee and have either a defined termination date or are able to be terminated by both parties in certain cases.
|
•
|
Refined Product Terminal Services Agreement:
We have a five-year product terminal services agreement with Sunoco under which Sunoco may throughput refined products at our terminals. The agreement contains no minimum throughput obligations for Sunoco. The agreement runs through February 2017.
|
•
|
Fort Mifflin Terminal Services Agreement:
We have an agreement with Philadelphia Energy Solutions ("PES") relating to the Fort Mifflin terminal complex. Under this agreement, PES will deliver a minimum average of 300 thousand bpd of crude oil and refined products per contract year at the Fort Mifflin facility. PES does not have exclusive use of the Fort Mifflin terminal complex; however, we are obligated to provide the necessary tanks, marine docks and pipelines for PES to meet its minimum requirements under the agreement. We executed a 10-year agreement with PES in September 2012. We had a previous agreement with Sunoco which included terms similar to those contained in the agreement with PES.
|
•
|
Inter-Refinery Pipeline Lease:
In September 2012, Sunoco assigned its lease for the use of our inter-refinery pipelines between the Philadelphia and Marcus Hook refineries to PES. Under the 20-year lease agreement which expires in February 2022, PES leases the inter-refinery pipelines for an annual fee which escalates at 1.67 percent each January 1 for the term of the agreement. The lease agreement also requires PES to reimburse us for any non-routine maintenance expenditures, as defined, incurred during the term of the agreement. There were no material reimbursements under this agreement during 2013 through 2015.
|
•
|
Marcus Hook Industrial Complex Storage and Terminalling Services:
In connection with our second quarter 2013 acquisition of the Marcus Hook Industrial Complex, we assumed an agreement to provide butane storage and terminalling services to PES at the facility. The 10 year agreement extends through September 2022.
|
•
|
Refined Products Storage Agreements:
We have agreements with an affiliated entity to utilize storage services at the Mont Belvieu, Texas and Hattiesburg, Mississippi terminal locations. The agreements run through November 2018.
|
•
|
Purchase and Sale Agreements:
We have agreements for the purchase and sale of crude oil, NGLs and refined products with affiliated entities. These agreements are negotiated at market-based rates, do not extend beyond 2016, and can be terminated by either party in certain cases.
|
•
|
Terminalling Services:
We have agreements with affiliates for the use of our terminal assets. The agreements are based on market terms and negotiated based on the respective term. These agreements vary in duration and can be terminated by either party in certain cases.
|
•
|
Pipeline Agreements:
We have agreements with affiliated parties to utilize our pipelines to supply their business needs. All pipeline movements are on the same terms that would be available to unaffiliated customers under similar terms and are based on published tariff rates on the respective pipeline.
|
•
|
our obligation to pay the general partner or Sunoco an annual administrative fee for the provision by Sunoco and its affiliates of certain general and administrative services;
|
•
|
an indemnity by Sunoco for certain environmental, toxic tort and other liabilities; and
|
•
|
our obligation to indemnify Sunoco and its affiliates for events and conditions associated with the operation of the assets that occur on or after the closing of the IPO and for environmental and toxic tort liabilities related to the assets to the extent Sunoco is not required to indemnify us.
|
•
|
the assets contributed to SXL, other than environmental and toxic tort liabilities, that arise out of the operation of the assets prior to the closing of the IPO and that are asserted within ten years after the closing of the IPO;
|
•
|
certain defects in title to the assets contributed to SXL and failure to obtain certain consents and permits necessary to conduct the business that arise within ten years after the closing of the IPO;
|
•
|
legal actions related to the period prior to the IPO currently pending against Sunoco or its affiliates; and
|
•
|
events and conditions associated with any assets retained by Sunoco or its affiliates.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Sales and other operating revenue:
|
|
|
|
|
|
|
||||||
Unaffiliated customers
|
|
$
|
9,971
|
|
|
$
|
17,018
|
|
|
$
|
15,073
|
|
Affiliates (Note 4)
|
|
515
|
|
|
1,070
|
|
|
1,566
|
|
|||
Total Revenues
|
|
10,486
|
|
|
18,088
|
|
|
16,639
|
|
|||
Costs and Expenses
|
|
|
|
|
|
|
||||||
Cost of products sold
|
|
9,145
|
|
|
16,877
|
|
|
15,600
|
|
|||
Operating expenses
|
|
164
|
|
|
172
|
|
|
122
|
|
|||
Selling, general and administrative expenses
|
|
103
|
|
|
118
|
|
|
92
|
|
|||
Depreciation and amortization expense
|
|
382
|
|
|
296
|
|
|
265
|
|
|||
Impairment charge and other matters (Notes 2 and 6)
|
|
162
|
|
|
258
|
|
|
—
|
|
|||
Total Costs and Expenses
|
|
9,956
|
|
|
17,721
|
|
|
16,079
|
|
|||
Operating Income
|
|
530
|
|
|
367
|
|
|
560
|
|
|||
Interest cost to affiliates, net (Note 4)
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Other interest cost and debt expense, net
|
|
(210
|
)
|
|
(146
|
)
|
|
(97
|
)
|
|||
Capitalized interest
|
|
76
|
|
|
78
|
|
|
21
|
|
|||
Other income
|
|
22
|
|
|
25
|
|
|
21
|
|
|||
Income Before Provision for Income Taxes
|
|
418
|
|
|
325
|
|
|
504
|
|
|||
Provision for income taxes (Note 2)
|
|
(21
|
)
|
|
(25
|
)
|
|
(30
|
)
|
|||
Net Income
|
|
397
|
|
|
300
|
|
|
474
|
|
|||
Net income attributable to noncontrolling interests
|
|
(3
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|||
Net income attributable to redeemable noncontrolling interests (Note 3)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Net Income Attributable to Sunoco Logistics Partners L.P.
|
|
$
|
393
|
|
|
$
|
291
|
|
|
$
|
463
|
|
|
|
|
|
|
|
|
||||||
Calculation of Limited Partners' interest:
|
|
|
|
|
|
|
||||||
Net Income attributable to Sunoco Logistics Partners L.P.
|
|
$
|
393
|
|
|
$
|
291
|
|
|
$
|
463
|
|
Less: General Partner's interest
|
|
(288
|
)
|
|
(181
|
)
|
|
(124
|
)
|
|||
Limited Partners’ interest
|
|
$
|
105
|
|
|
$
|
110
|
|
|
$
|
339
|
|
|
|
|
|
|
|
|
||||||
Net Income attributable to Sunoco Logistics Partners L.P. per Limited Partner unit (Note 5):
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.42
|
|
|
$
|
0.52
|
|
|
$
|
1.63
|
|
Diluted
|
|
$
|
0.42
|
|
|
$
|
0.51
|
|
|
$
|
1.63
|
|
|
|
|
|
|
|
|
||||||
Weighted average Limited Partners' units outstanding (Note 5):
(1)
|
|
|
|
|
|
|
||||||
Basic
|
|
250.9
|
|
|
212.9
|
|
|
207.6
|
|
|||
Diluted
|
|
251.7
|
|
|
214.1
|
|
|
208.6
|
|
|||
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
397
|
|
|
$
|
300
|
|
|
$
|
474
|
|
Adjustment to affiliate's pension funded status
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|||
Other Comprehensive Income (Loss)
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|||
Comprehensive Income
|
|
396
|
|
|
301
|
|
|
474
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
|
(3
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|||
Less: Comprehensive income attributable to redeemable noncontrolling interests
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive Income attributable to Sunoco Logistics Partners L.P.
|
|
$
|
392
|
|
|
$
|
292
|
|
|
$
|
463
|
|
(1)
|
Amounts reflect the second quarter 2014 two-for-one stock split.
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
37
|
|
|
$
|
101
|
|
Accounts receivable, affiliated companies (Note 4)
|
|
20
|
|
|
9
|
|
||
Accounts receivable, net
|
|
1,165
|
|
|
1,766
|
|
||
Inventories (Note 6)
|
|
607
|
|
|
470
|
|
||
Other current assets
|
|
19
|
|
|
3
|
|
||
Total Current Assets
|
|
1,848
|
|
|
2,349
|
|
||
Properties, plants and equipment
|
|
11,527
|
|
|
9,358
|
|
||
Less accumulated depreciation and amortization
|
|
(835
|
)
|
|
(509
|
)
|
||
Properties, plants and equipment, net (Note 7)
|
|
10,692
|
|
|
8,849
|
|
||
Investment in affiliates (Note 8)
|
|
802
|
|
|
226
|
|
||
Goodwill (Note 9)
|
|
1,358
|
|
|
1,358
|
|
||
Intangible assets, net (Note 9)
|
|
718
|
|
|
770
|
|
||
Other assets
|
|
71
|
|
|
66
|
|
||
Total Assets
|
|
$
|
15,489
|
|
|
$
|
13,618
|
|
Liabilities and Equity
|
|
|
|
|
||||
Accounts payable
|
|
$
|
1,251
|
|
|
$
|
1,934
|
|
Accounts payable, affiliated companies (Note 4)
|
|
39
|
|
|
21
|
|
||
Accrued liabilities
|
|
329
|
|
|
304
|
|
||
Accrued taxes payable (Note 2)
|
|
44
|
|
|
52
|
|
||
Total Current Liabilities
|
|
1,663
|
|
|
2,311
|
|
||
Long-term debt (Note 10)
|
|
5,591
|
|
|
4,234
|
|
||
Other deferred credits and liabilities
|
|
125
|
|
|
71
|
|
||
Deferred income taxes (Note 2)
|
|
254
|
|
|
249
|
|
||
Total Liabilities
|
|
7,633
|
|
|
6,865
|
|
||
Commitments and contingent liabilities (Note 11)
|
|
|
|
|
|
|||
Redeemable noncontrolling interests (Note 3)
|
|
15
|
|
|
15
|
|
||
Redeemable Limited Partners' interests (9,416,196 Class B units outstanding at
December 31, 2015) (Note 12)
|
|
286
|
|
|
—
|
|
||
Equity
|
|
|
|
|
||||
Sunoco Logistics Partners L.P. equity
|
|
|
|
|
||||
Limited Partners' interests (268,849,818 and 226,072,578 units outstanding at
December 31, 2015 and 2014, respectively)
|
|
6,577
|
|
|
5,753
|
|
||
General Partner's interest
|
|
944
|
|
|
925
|
|
||
Total Sunoco Logistics Partners L.P. equity
|
|
7,521
|
|
|
6,678
|
|
||
Noncontrolling interests
|
|
34
|
|
|
60
|
|
||
Total Equity
|
|
7,555
|
|
|
6,738
|
|
||
Total Liabilities and Equity
|
|
$
|
15,489
|
|
|
$
|
13,618
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
397
|
|
|
$
|
300
|
|
|
$
|
474
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
|
382
|
|
|
296
|
|
|
265
|
|
|||
Impairment charge and other matters
|
|
162
|
|
|
258
|
|
|
—
|
|
|||
Deferred income tax expense (benefit)
|
|
5
|
|
|
(4
|
)
|
|
6
|
|
|||
Amortization of bond premium
|
|
(13
|
)
|
|
(14
|
)
|
|
(23
|
)
|
|||
Non-cash compensation expense (Note 14)
|
|
17
|
|
|
16
|
|
|
14
|
|
|||
Equity in earnings of unconsolidated affiliates
|
|
(24
|
)
|
|
(25
|
)
|
|
(21
|
)
|
|||
Distributions from unconsolidated affiliates
|
|
23
|
|
|
14
|
|
|
14
|
|
|||
Changes in working capital pertaining to operating activities:
|
|
|
|
|
|
|
||||||
Accounts receivable, affiliated companies
|
|
(11
|
)
|
|
4
|
|
|
8
|
|
|||
Accounts receivable, net
|
|
602
|
|
|
445
|
|
|
(351
|
)
|
|||
Inventories
|
|
(299
|
)
|
|
(105
|
)
|
|
(117
|
)
|
|||
Accounts payable and accrued liabilities
|
|
(667
|
)
|
|
(570
|
)
|
|
468
|
|
|||
Accounts payable, affiliated companies
|
|
18
|
|
|
4
|
|
|
2
|
|
|||
Accrued taxes payable
|
|
(8
|
)
|
|
(19
|
)
|
|
11
|
|
|||
Unrealized (gains) losses on commodity risk management activities
|
|
4
|
|
|
(17
|
)
|
|
(1
|
)
|
|||
Other
|
|
10
|
|
|
(17
|
)
|
|
—
|
|
|||
Net cash provided by operating activities
|
|
598
|
|
|
566
|
|
|
749
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(2,706
|
)
|
|
(2,416
|
)
|
|
(897
|
)
|
|||
Acquisitions (Notes 3 and 8)
|
|
(131
|
)
|
|
(433
|
)
|
|
(60
|
)
|
|||
Change in long-term note receivable
|
|
(17
|
)
|
|
(17
|
)
|
|
—
|
|
|||
Net cash (used in) investing activities
|
|
(2,854
|
)
|
|
(2,866
|
)
|
|
(957
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
||||||
Distributions paid to limited and general partners
|
|
(686
|
)
|
|
(468
|
)
|
|
(353
|
)
|
|||
Distributions paid to noncontrolling interests
|
|
(3
|
)
|
|
(4
|
)
|
|
(13
|
)
|
|||
Contributions from general partner
|
|
—
|
|
|
2
|
|
|
—
|
|
|||
Net proceeds from issuance of limited partner units
|
|
1,519
|
|
|
839
|
|
|
—
|
|
|||
Payments of statutory withholding on net issuance of limited partner units under LTIP
|
|
(11
|
)
|
|
(9
|
)
|
|
(3
|
)
|
|||
Repayments under credit facilities
|
|
(3,662
|
)
|
|
(2,845
|
)
|
|
(119
|
)
|
|||
Borrowings under credit facilities
|
|
4,039
|
|
|
2,795
|
|
|
215
|
|
|||
Net proceeds from issuance of long-term debt
|
|
991
|
|
|
1,976
|
|
|
691
|
|
|||
Repayments of senior notes
|
|
—
|
|
|
(175
|
)
|
|
—
|
|
|||
Advances to affiliated companies, net
|
|
—
|
|
|
239
|
|
|
(183
|
)
|
|||
Contributions attributable to acquisition from affiliate
|
|
11
|
|
|
12
|
|
|
9
|
|
|||
Other
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
2,192
|
|
|
2,362
|
|
|
244
|
|
|||
Net change in cash and cash equivalents
|
|
(64
|
)
|
|
62
|
|
|
36
|
|
|||
Cash and cash equivalents at beginning of period
|
|
101
|
|
|
39
|
|
|
3
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
37
|
|
|
$
|
101
|
|
|
$
|
39
|
|
|
|
Limited Partners
|
|
General
Partner
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interests
|
|
Total
|
|||||||||||||
|
|
Units
(1)
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||||||||
Balance at December 31, 2012
|
|
207.7
|
|
|
$
|
5,175
|
|
|
$
|
897
|
|
|
$
|
—
|
|
|
$
|
123
|
|
|
$
|
6,195
|
|
Net Income
|
|
—
|
|
|
$
|
339
|
|
|
$
|
124
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
474
|
|
Total comprehensive income
|
|
—
|
|
|
339
|
|
|
124
|
|
|
—
|
|
|
11
|
|
|
474
|
|
|||||
Non-cash compensation expense
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Distribution equivalent rights
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Payment of statutory withholding on issuance under LTIP
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Distributions
|
|
—
|
|
|
(243
|
)
|
|
(110
|
)
|
|
—
|
|
|
(13
|
)
|
|
(366
|
)
|
|||||
Contributions attributable to acquisition from affiliate
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Increase attributable to common control acquisition
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Other
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2013
|
|
207.7
|
|
|
$
|
5,292
|
|
|
$
|
912
|
|
|
$
|
—
|
|
|
$
|
121
|
|
|
$
|
6,325
|
|
Net Income
|
|
—
|
|
|
$
|
110
|
|
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
300
|
|
Adjustment to affiliate's pension funded status
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Total comprehensive income
|
|
—
|
|
|
110
|
|
|
181
|
|
|
1
|
|
|
9
|
|
|
301
|
|
|||||
Issuance of limited partner units to the public
|
|
18.0
|
|
|
839
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
841
|
|
|||||
Non-cash compensation expense
|
|
0.4
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
Distribution equivalent rights
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Payment of statutory withholding on issuance under LTIP
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||||
Distributions
|
|
—
|
|
|
(302
|
)
|
|
(166
|
)
|
|
—
|
|
|
(4
|
)
|
|
(472
|
)
|
|||||
Contributions attributable to acquisition from affiliate
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Increase attributable to common control acquisition
|
|
—
|
|
|
53
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||
Acquisition of noncontrolling interest in a consolidated subsidiary
|
|
—
|
|
|
(254
|
)
|
|
(5
|
)
|
|
—
|
|
|
(66
|
)
|
|
(325
|
)
|
|||||
Other
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Balance at December 31, 2014
|
|
226.1
|
|
|
$
|
5,752
|
|
|
$
|
925
|
|
|
$
|
1
|
|
|
$
|
60
|
|
|
$
|
6,738
|
|
Net Income
|
|
—
|
|
|
$
|
105
|
|
|
$
|
288
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
396
|
|
Adjustment to affiliate's pension funded status
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Total comprehensive income (loss)
|
|
—
|
|
|
105
|
|
|
288
|
|
|
(1
|
)
|
|
3
|
|
|
395
|
|
|||||
Issuance of limited partner units to the public
|
|
42.3
|
|
|
1,519
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,519
|
|
|||||
Non-cash compensation expense
|
|
0.4
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||
Distribution equivalent rights
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Payment of statutory withholding on issuance under LTIP
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
Distributions
|
|
—
|
|
|
(425
|
)
|
|
(261
|
)
|
|
—
|
|
|
(3
|
)
|
|
(689
|
)
|
|||||
Contributions attributable to acquisition from affiliate
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Acquisition of noncontrolling interest in a consolidated subsidiary
|
|
—
|
|
|
(103
|
)
|
|
(2
|
)
|
|
—
|
|
|
(26
|
)
|
|
(131
|
)
|
|||||
Decrease attributable to issuance of Class B units (Note 12)
|
|
—
|
|
|
(287
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(292
|
)
|
|||||
Other
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2015
|
|
268.8
|
|
|
$
|
6,577
|
|
|
$
|
944
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
7,555
|
|
(1)
|
Amounts reflect the second quarter 2014 two-for-one stock split.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in millions)
|
||||||||||
Federal
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
15
|
|
|
$
|
24
|
|
|
$
|
21
|
|
Deferred
|
|
6
|
|
|
(5
|
)
|
|
6
|
|
|||
State
|
|
|
|
|
|
|
||||||
Current
|
|
—
|
|
|
6
|
|
|
3
|
|
|||
Deferred
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total income tax expense
|
|
$
|
21
|
|
|
$
|
25
|
|
|
$
|
30
|
|
•
|
In December 2014, the Partnership acquired an additional
28.3
percent ownership interest in the West Texas Gulf from Chevron Pipe Line Company for $
325
million, increasing the Partnership's controlling financial interest to
88.6
percent. In January 2015, the Partnership acquired the remaining noncontrolling ownership interest in West Texas Gulf for $
131
million. As these transactions represented the acquisition of ownership interest in a consolidated subsidiary, noncontrolling interest and partners’ equity were reduced by $
92
and $
364
million, respectively, in accordance with applicable accounting guidance. West Texas Gulf is reflected as a consolidated subsidiary within the Crude Oil segment.
|
•
|
In the second quarter 2014, the Partnership acquired a crude oil purchasing and marketing business from EDF Trading North America, LLC ("EDF"). The purchase consisted of a crude oil acquisition and marketing business and related assets which handle
20
thousand barrels per day. The acquisition also included a promissory note that was convertible to an equity interest in a rail facility (see below). The acquisition is included in the Crude Oil segment.
|
•
|
In the second quarter 2014, the Partnership acquired a
55 percent
economic and voting interest in PRT, a rail facility in Wellington, Utah. As the Partnership acquired a controlling financial interest in PRT, the entity is reflected as a consolidated subsidiary of the Partnership from the acquisition date and is included in the Crude Oil segment. The terms of the acquisition provide PRT’s noncontrolling interest holders the option to sell their interests to the Partnership at a price defined in the purchase agreement. As a result, the noncontrolling interests attributable to PRT are excluded from the Partnership's total equity and are instead reflected as redeemable interests in the consolidated balance sheet.
|
•
|
In the second quarter 2013, the Partnership acquired Sunoco, Inc.'s ("Sunoco") Marcus Hook Industrial Complex and related assets (the "Marcus Hook Industrial Complex") for $
60
million in cash, including acquisition costs. The acquisition included terminalling and storage assets located in Pennsylvania and Delaware and commercial agreements, including a reimbursement agreement under which Sunoco will reimburse the Partnership $
40
million for certain operating expenses of the Marcus Hook Industrial Complex through March 31, 2017. The reimbursement proceeds are reflected as contributions to equity. The Partnership will be indemnified against environmental liabilities resulting from events which occurred at the Marcus Hook Industrial Complex prior to the closing of the transaction. Since the transaction was with an entity under common control, the assets acquired and liabilities assumed were recorded by the Partnership at Sunoco's net carrying value plus acquisition costs. The difference between Sunoco's net carrying value and the consideration transferred was recorded by the Partnership as an increase to equity. The acquisition is included within the Natural Gas Liquids segment.
|
•
|
Pipeline Operator Agreement:
The Partnership has agreements with certain of its joint venture interests to serve as operators of their respective pipeline systems. The agreements include a specified management fee and have either a defined termination date or are able to be terminated by both parties in certain cases.
|
•
|
Refined Products Terminal Services Agreement:
The Partnership has a
five
-year refined products terminal services agreement with Sunoco under which Sunoco may throughput refined products at the Partnership's terminals. The agreement contains no minimum throughput obligations for Sunoco. The agreement runs through February 2017.
|
•
|
Fort Mifflin Terminal Services Agreement:
The Partnership has an agreement with Philadelphia Energy Solutions ("PES") relating to the Fort Mifflin terminal complex. Under this agreement, PES will deliver an average of
300
thousand barrels per day of crude oil and refined products per contract year at the Fort Mifflin facility. PES does not have exclusive use of the Fort Mifflin terminal complex; however, the Partnership is obligated to provide the necessary tanks, marine docks and pipelines for PES to meet its minimum requirements under the agreement. The Partnership executed the
ten
-year agreement with PES in September 2012. The Partnership had a previous agreement with Sunoco, with terms similar to those contained in the agreement with PES.
|
•
|
Inter-Refinery Pipeline Lease:
In September 2012, Sunoco assigned its lease for the use of the Partnership's inter-refinery pipelines between the Philadelphia refinery and the Marcus Hook Industrial Complex to PES. Under the twenty-year lease agreement which expires in February 2022, PES leases the inter-refinery pipelines for an annual fee which escalates at
1.67 percent
each January 1 for the term of the agreement. The lease agreement also requires PES to reimburse the Partnership for any non-routine maintenance expenditures, as defined, incurred during the term of the agreement. There were no material reimbursements under this agreement during the years 2013 through 2015.
|
•
|
Marcus Hook Industrial Complex Storage and Terminalling Services:
In connection with the 2013 acquisition of the Marcus Hook Industrial Complex, the Partnership assumed an agreement to provide butane storage and terminal services to PES at the facility. The
10
year agreement extends through September 2022.
|
•
|
Refined Products Storage Agreements:
The Partnership has agreements with an affiliated entity to utilize storage services at the Mont Belvieu, Texas and Hattiesburg, Mississippi terminal locations. The agreements run through November 2018.
|
•
|
Purchase and Sale Agreements:
The Partnership has agreements for the purchase and sale of crude oil, NGLs and refined products with affiliated entities. These agreements are negotiated at market-based rates, do not extend beyond 2016, and can be terminated by either party in certain cases.
|
•
|
Terminalling Services:
The Partnership has agreements with affiliates for the use of its terminal assets, as well as its use of an affiliated terminal asset to facilitate the Partnership's acquisition and marketing activities. The agreements are based on market terms and negotiated based on the respective term. These agreements vary in duration and can be terminated by either party in certain cases.
|
•
|
Petroleum Products Supply Agreements
: The Partnership has agreements to supply crude oil and condensate products to affiliated parties from their Texas terminalling facilities. The agreement is based on market terms and can be terminated by either party on a monthly basis.
|
•
|
Pipeline Agreements:
The Partnership has agreements with affiliated parties to utilize its pipelines to supply their business needs. All pipeline movements are on the same terms that would be available to unaffiliated customers under similar terms and are based on published tariff rates on the respective pipeline.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
|
|
(in millions)
|
|||||||
Weighted average number of units outstanding—basic
(1)
|
|
250.9
|
|
|
212.9
|
|
|
207.6
|
|
Add effect of dilutive incentive awards
(1)
|
|
0.8
|
|
|
1.2
|
|
|
1.0
|
|
Weighted average number of units—diluted
(1)
|
|
251.7
|
|
|
214.1
|
|
|
208.6
|
|
(1)
|
Amounts reflect the second quarter 2014
two
-for-one unit split (Note 12).
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in millions)
|
||||||
Crude oil
|
|
$
|
424
|
|
|
$
|
364
|
|
NGLs
|
|
83
|
|
|
90
|
|
||
Refined products
|
|
83
|
|
|
—
|
|
||
Refined products additives
|
|
3
|
|
|
4
|
|
||
Materials, supplies and other
|
|
14
|
|
|
12
|
|
||
Total Inventories
|
|
$
|
607
|
|
|
$
|
470
|
|
|
|
|
|
December 31,
|
||||||
|
|
Estimated
Useful Lives
|
|
2015
|
|
2014
|
||||
|
|
(in years)
|
|
(in millions)
|
||||||
Land and land improvements (including rights-of-way)
(1)
|
|
—
|
|
$
|
1,286
|
|
|
$
|
1,212
|
|
Pipelines and related assets
|
|
16 - 39
|
|
5,943
|
|
|
4,253
|
|
||
Terminals and storage facilities
|
|
20 - 41
|
|
1,985
|
|
|
1,457
|
|
||
Buildings and improvements
|
|
25 - 32
|
|
509
|
|
|
245
|
|
||
Other
|
|
3 - 20
|
|
177
|
|
|
133
|
|
||
Construction-in-progress
(2)
|
|
|
|
1,627
|
|
|
2,058
|
|
||
Total properties, plants and equipment
|
|
|
|
11,527
|
|
|
9,358
|
|
||
Less: Accumulated depreciation and amortization
|
|
|
|
(835
|
)
|
|
(509
|
)
|
||
Total properties, plants and equipment, net
|
|
|
|
$
|
10,692
|
|
|
$
|
8,849
|
|
(1)
|
As of December 31, 2015 and 2014, the Partnership had rights-of-way with a book value of $
1.1
and $
1.0
billion, respectively.
|
(2)
|
As of December 31, 2015 and 2014, accrued capital expenditures were $
286
and $
283
million, respectively.
|
(1)
|
The investment in Bakken HoldCo provides the Partnership with a
30 percent
overall ownership interest in the Bakken pipeline project through its ownership in the subsidiary companies which will operate the pipeline system.
|
|
|
Weighted Average
Amortization Period
|
|
December 31,
|
||||||
|
|
|
2015
|
|
2014
|
|||||
|
|
(in years)
|
|
(in millions)
|
||||||
Gross
|
|
|
|
|
|
|
||||
Customer relationships
|
|
18
|
|
$
|
836
|
|
|
$
|
836
|
|
Technology
|
|
10
|
|
47
|
|
|
47
|
|
||
Total gross
|
|
|
|
883
|
|
|
883
|
|
||
Accumulated amortization
|
|
|
|
|
|
|
||||
Customer relationships
|
|
|
|
(149
|
)
|
|
(102
|
)
|
||
Technology
|
|
|
|
(16
|
)
|
|
(11
|
)
|
||
Total accumulated amortization
|
|
|
|
(165
|
)
|
|
(113
|
)
|
||
Total Net
|
|
|
|
$
|
718
|
|
|
$
|
770
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in millions)
|
||||||
Credit Facilities
|
|
|
|
|
||||
$2.50 billion Credit Facility, due March 2020
|
|
$
|
562
|
|
|
$
|
150
|
|
$35 million Credit Facility, matured and repaid April 2015
|
|
—
|
|
|
35
|
|
||
Senior Notes
|
|
|
|
|
||||
Senior Notes - 6.125%, due May 2016
(1)
|
|
175
|
|
|
175
|
|
||
Senior Notes - 5.50%, due February 2020
|
|
250
|
|
|
250
|
|
||
Senior Notes - 4.40%, due April 2021
|
|
600
|
|
|
—
|
|
||
Senior Notes - 4.65%, due February 2022
|
|
300
|
|
|
300
|
|
||
Senior Notes - 3.45%, due January 2023
|
|
350
|
|
|
350
|
|
||
Senior Notes - 4.25%, due April 2024
|
|
500
|
|
|
500
|
|
||
Senior Notes - 5.95%, due December 2025
|
|
400
|
|
|
—
|
|
||
Senior Notes - 6.85%, due February 2040
|
|
250
|
|
|
250
|
|
||
Senior Notes - 6.10%, due February 2042
|
|
300
|
|
|
300
|
|
||
Senior Notes - 4.95%, due January 2043
|
|
350
|
|
|
350
|
|
||
Senior Notes - 5.30%, due April 2044
|
|
700
|
|
|
700
|
|
||
Senior Notes - 5.35%, due May 2045
|
|
800
|
|
|
800
|
|
||
Unamortized fair value adjustments
(2)
|
|
93
|
|
|
106
|
|
||
Total debt
|
|
5,630
|
|
|
4,266
|
|
||
Less:
|
|
|
|
|
||||
Unamortized bond discount and debt issuance costs
(3)
|
|
(39
|
)
|
|
(32
|
)
|
||
Long-term debt
|
|
$
|
5,591
|
|
|
$
|
4,234
|
|
(1)
|
The 6.125 percent Senior Notes were classified as long-term debt at December 31, 2015 as the Partnership has the ability and intent to refinance such borrowings on a long-term basis.
|
(2)
|
Represents fair value adjustments on senior notes resulting from the application of push-down accounting in connection with the acquisition of the Partnership's general partner by ETP on October 5, 2012.
|
(3)
|
In the fourth quarter 2015, the Partnership adopted accounting guidance which requires certain debt issuance costs to be reflected as a reduction in the total long-term debt liability for all periods presented. The net long-term debt balance now includes $
32
and $
26
million of debt issuance costs at December 31, 2015 and 2014, respectively. Refer to Note 2 for additional information.
|
Year Ended December 31,
|
(in millions)
|
||
2016
|
$
|
8
|
|
2017
|
8
|
|
|
2018
|
4
|
|
|
2019
|
3
|
|
|
2020
|
3
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
26
|
|
(1)
|
Includes general partner interest.
|
Cash Distribution Payment Date
|
|
Cash Distribution per Limited Partner Unit
(1)
|
|
Annualized Cash Distribution per Limited
Partner Unit
(1)
|
|
Total Cash Distribution to the Limited Partners
|
|
Total Cash Distribution to the General Partner
|
||||||||
|
|
|
|
|
|
(in millions)
|
|
(in millions)
|
||||||||
November 13, 2015
|
|
$
|
0.4580
|
|
|
$
|
1.8320
|
|
|
$
|
119
|
|
|
$
|
76
|
|
August 14, 2015
|
|
$
|
0.4380
|
|
|
$
|
1.7520
|
|
|
$
|
111
|
|
|
$
|
69
|
|
May 15, 2015
|
|
$
|
0.4190
|
|
|
$
|
1.6760
|
|
|
$
|
103
|
|
|
$
|
62
|
|
February 13, 2015
|
|
$
|
0.4000
|
|
|
$
|
1.6000
|
|
|
$
|
92
|
|
|
$
|
54
|
|
November 14, 2014
|
|
$
|
0.3825
|
|
|
$
|
1.5300
|
|
|
$
|
84
|
|
|
$
|
49
|
|
August 14, 2014
|
|
$
|
0.3650
|
|
|
$
|
1.4600
|
|
|
$
|
77
|
|
|
$
|
43
|
|
May 15, 2014
|
|
$
|
0.3475
|
|
|
$
|
1.3900
|
|
|
$
|
72
|
|
|
$
|
39
|
|
February 14, 2014
|
|
$
|
0.3312
|
|
|
$
|
1.3248
|
|
|
$
|
69
|
|
|
$
|
35
|
|
November 14, 2013
|
|
$
|
0.3150
|
|
|
$
|
1.2600
|
|
|
$
|
65
|
|
|
$
|
32
|
|
August 14, 2013
|
|
$
|
0.3000
|
|
|
$
|
1.2000
|
|
|
$
|
62
|
|
|
$
|
29
|
|
May 15, 2013
|
|
$
|
0.2863
|
|
|
$
|
1.1452
|
|
|
$
|
59
|
|
|
$
|
26
|
|
February 14, 2013
|
|
$
|
0.2725
|
|
|
$
|
1.0900
|
|
|
$
|
57
|
|
|
$
|
23
|
|
(1)
|
Amounts reflect the second quarter 2014 two-for-one unit split (Note 12).
|
|
|
Number of Units
(1)
|
|
Weighted Average
Grant Date Fair Value
(1)
|
|||
Granted, non-vested and outstanding, December 31, 2012
|
|
855,220
|
|
|
$
|
19.48
|
|
Granted
|
|
858,246
|
|
|
$
|
30.00
|
|
Performance factor adjustment
(2)
|
|
202,620
|
|
|
$
|
15.76
|
|
Vested
|
|
(563,668
|
)
|
|
$
|
18.33
|
|
Cancelled/forfeited
|
|
(73,256
|
)
|
|
$
|
24.19
|
|
Granted, non-vested and outstanding, December 31, 2013
|
|
1,279,162
|
|
|
$
|
26.19
|
|
Granted
|
|
719,009
|
|
|
$
|
41.59
|
|
Performance factor adjustment
(2)
|
|
229,828
|
|
|
$
|
17.52
|
|
Vested
|
|
(693,326
|
)
|
|
$
|
20.26
|
|
Cancelled/forfeited
|
|
(72,872
|
)
|
|
$
|
30.10
|
|
Granted, non-vested and outstanding, December 31, 2014
|
|
1,461,801
|
|
|
$
|
35.01
|
|
Granted
|
|
1,412,257
|
|
|
$
|
29.54
|
|
Vested
|
|
(245,563
|
)
|
|
$
|
22.08
|
|
Cancelled/forfeited
|
|
(90,776
|
)
|
|
$
|
36.83
|
|
Granted, non-vested and outstanding, December 31, 2015
|
|
2,537,719
|
|
|
$
|
33.16
|
|
(1)
|
The unit volumes and fair values have been adjusted to reflect the June 12, 2014
two
-for-one unit split.
|
(2)
|
Certain awards granted prior to October 5, 2012 were subject to the Partnership achieving certain market-based and cash distribution performance targets as compared to a peer group average, or certain cash distribution performance targets as defined by the Compensation Committee, which caused the actual amount of units that ultimately vested to range between
0
to
200
percent of the original units granted.
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in millions)
|
||||||
Derivative assets
|
|
$
|
30
|
|
|
$
|
29
|
|
Derivative liabilities
|
|
(18
|
)
|
|
(14
|
)
|
||
|
|
$
|
12
|
|
|
$
|
15
|
|
|
Location of Gains (Losses)
Recognized in Earnings
|
|
Gains (Losses) Recognized in Earnings
|
||
|
|
|
(in millions)
|
||
Year Ended December 31, 2015
|
|
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
||
Commodity contracts
|
Sales and other operating revenue
|
|
$
|
47
|
|
Commodity contracts
|
Cost of products sold
|
|
(26
|
)
|
|
Commodity contracts
|
Operating expenses
|
|
(1
|
)
|
|
|
|
|
$
|
20
|
|
Year Ended December 31, 2014
|
|
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
||
Commodity contracts
|
Sales and other operating revenue
|
|
$
|
81
|
|
Commodity contracts
|
Cost of products sold
|
|
(20
|
)
|
|
|
|
|
$
|
61
|
|
Year Ended December 31, 2013
|
|
|
|
||
Derivatives designated as cash flow hedging instruments:
|
|
|
|
||
Commodity contracts
|
Sales and other operating revenue
|
|
$
|
(1
|
)
|
Commodity contracts
|
Cost of products sold
|
|
—
|
|
|
|
|
|
$
|
(1
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
||
Commodity contracts
|
Sales and other operating revenue
|
|
$
|
(7
|
)
|
Commodity contracts
|
Cost of products sold
|
|
1
|
|
|
|
|
|
$
|
(6
|
)
|
•
|
The
Crude Oil
segment provides transportation, terminalling and acquisition and marketing services to crude oil markets throughout the southwest, midwest and northeastern United States. Included within the segment is approximately
5,900
miles of crude oil trunk and gathering pipelines in the southwest and midwest United States and equity ownership interests in three crude oil pipelines. Our crude oil terminalling services operate with an aggregate storage capacity of approximately
28
million barrels, including approximately
24
million barrels at our Gulf Coast terminal in Nederland, Texas and approximately
3
million barrels at our Fort Mifflin terminal complex in Pennsylvania. Our crude oil acquisition and marketing activities utilize our pipeline and terminal assets, our proprietary fleet crude oil tractor trailers and truck unloading facilities, as well as third-party assets, to service crude oil markets principally in the mid-continent United States.
|
•
|
The
Natural Gas Liquids
segment transports, stores, and executes acquisition and marketing activities utilizing a complementary network of pipelines, storage and blending facilities, and strategic off-take locations that provide access to multiple NGLs markets. The segment contains approximately
900
miles of NGLs pipelines, primarily related to our Mariner systems located in the northeast and southwest United States. Terminalling services are facilitated by approximately
5
million barrels of NGLs storage capacity, including approximately
1
million barrels of storage at our Nederland, Texas terminal facility and
3
million barrels at our Marcus Hook, Pennsylvania terminal facility (the "Marcus Hook Industrial Complex"). This segment also carries out our NGLs blending activities, including utilizing our patented butane blending technology.
|
•
|
The
Refined Products
segment provides transportation and terminalling services, utilizing approximately
1,800
miles of refined products pipelines and approximately
40
active refined products marketing terminals. Our marketing terminals are located primarily in the northeast, midwest and southeast United States, with approximately
8
million barrels of refined products storage capacity. The Refined Products segment includes our Eagle Point facility in New Jersey, which has approximately
6
million barrels of refined products storage capacity. The segment also includes our equity ownership interests in four refined products pipeline companies. The segment also performs terminalling activities at our Marcus Hook Industrial Complex. The Refined Products segment utilizes our integrated pipeline and terminalling assets, as well as acquisition and marketing activities, to service refined products markets in several regions of the United States.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in millions)
|
||||||||||
Sales and other operating revenue
(1)
|
|
|
|
|
|
|
||||||
Crude Oil
|
|
$
|
8,956
|
|
|
$
|
16,899
|
|
|
$
|
15,953
|
|
Natural Gas Liquids
|
|
1,165
|
|
|
959
|
|
|
447
|
|
|||
Refined Products
|
|
365
|
|
|
230
|
|
|
239
|
|
|||
Total sales and other operating revenue
|
|
$
|
10,486
|
|
|
$
|
18,088
|
|
|
$
|
16,639
|
|
Depreciation and amortization
|
|
|
|
|
|
|
||||||
Crude Oil
|
|
$
|
216
|
|
|
$
|
191
|
|
|
$
|
176
|
|
Natural Gas Liquids
|
|
76
|
|
|
30
|
|
|
21
|
|
|||
Refined Products
|
|
90
|
|
|
75
|
|
|
68
|
|
|||
Total depreciation and amortization
|
|
$
|
382
|
|
|
$
|
296
|
|
|
$
|
265
|
|
Impairment charge and other matters
(2)
|
|
|
|
|
|
|
||||||
Crude Oil
|
|
$
|
150
|
|
|
$
|
231
|
|
|
$
|
—
|
|
Natural Gas Liquids
|
|
10
|
|
|
27
|
|
|
—
|
|
|||
Refined Products
|
|
2
|
|
|
—
|
|
|
—
|
|
|||
Total impairment charge and other matters
|
|
$
|
162
|
|
|
$
|
258
|
|
|
$
|
—
|
|
Capital expenditures
(3)
|
|
|
|
|
|
|
||||||
Crude Oil
|
|
$
|
1,377
|
|
|
$
|
801
|
|
|
$
|
369
|
|
Natural Gas Liquids
|
|
1,111
|
|
|
1,210
|
|
|
476
|
|
|||
Refined Products
|
|
197
|
|
|
534
|
|
|
155
|
|
|||
Corporate
|
|
24
|
|
|
14
|
|
|
18
|
|
|||
Total capital expenditures
|
|
$
|
2,709
|
|
|
$
|
2,559
|
|
|
$
|
1,018
|
|
Adjusted EBITDA
|
|
|
|
|
|
|
||||||
Crude Oil
|
|
$
|
656
|
|
|
$
|
669
|
|
|
$
|
701
|
|
Natural Gas Liquids
|
|
333
|
|
|
203
|
|
|
73
|
|
|||
Refined Products
|
|
164
|
|
|
99
|
|
|
97
|
|
|||
Total Adjusted EBITDA
|
|
1,153
|
|
|
971
|
|
|
871
|
|
|||
Interest expense, net
|
|
(134
|
)
|
|
(67
|
)
|
|
(77
|
)
|
|||
Depreciation and amortization expense
|
|
(382
|
)
|
|
(296
|
)
|
|
(265
|
)
|
|||
Impairment charge and other matters
|
|
(162
|
)
|
|
(258
|
)
|
|
—
|
|
|||
Provision for income taxes
|
|
(21
|
)
|
|
(25
|
)
|
|
(30
|
)
|
|||
Non-cash compensation expense
|
|
(17
|
)
|
|
(16
|
)
|
|
(14
|
)
|
|||
Unrealized gain (loss) on commodity risk management activities
|
|
(4
|
)
|
|
17
|
|
|
1
|
|
|||
Amortization of excess equity method investment
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Proportionate share of unconsolidated affiliates' interest, depreciation and provision for income taxes
|
|
(34
|
)
|
|
(24
|
)
|
|
(20
|
)
|
|||
Non-cash accrued liability adjustment
|
|
—
|
|
|
—
|
|
|
10
|
|
|||
Net Income
(4)
|
|
397
|
|
|
300
|
|
|
474
|
|
|||
Net income attributable to noncontrolling interests
|
|
3
|
|
|
9
|
|
|
11
|
|
|||
Net income attributable to redeemable noncontrolling interests
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Net Income Attributable to Sunoco Logistics Partners L.P.
|
|
$
|
393
|
|
|
$
|
291
|
|
|
$
|
463
|
|
(1)
|
Sales and other operating revenue for the periods presented includes the following amounts from ETP and its affiliates:
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in millions)
|
||||||||||
Crude Oil
|
|
$
|
193
|
|
|
$
|
866
|
|
|
$
|
1,418
|
|
Natural Gas Liquids
|
|
204
|
|
|
134
|
|
|
63
|
|
|||
Refined Products
|
|
118
|
|
|
70
|
|
|
85
|
|
|||
Total sales and other operating revenue
|
|
$
|
515
|
|
|
$
|
1,070
|
|
|
$
|
1,566
|
|
(2)
|
Represents non-cash write downs on the Partnership's crude oil, NGLs and refined products inventories.
|
(3)
|
Total capital expenditures exclude acquisitions and investments in equity ownership interests of $
131
, $
448
and $
60
million for the years ended December 31, 2015, 2014 and 2013, respectively.
|
(4)
|
Net income includes $
24
, $
25
, and
$21
million for the years ended December 31, 2015, 2014 and 2013, respectively, of equity income attributable to the equity ownership interest.
|
|
|
Crude Oil
|
|
Natural Gas Liquids
|
|
Refined Products
|
|
Total
|
||||||||
|
|
(in millions)
|
||||||||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Investment in affiliates
|
|
$
|
623
|
|
|
$
|
—
|
|
|
$
|
179
|
|
|
$
|
802
|
|
Goodwill
|
|
$
|
912
|
|
|
$
|
357
|
|
|
$
|
89
|
|
|
$
|
1,358
|
|
Identifiable assets
(1)
|
|
$
|
8,802
|
|
|
$
|
3,764
|
|
|
$
|
2,747
|
|
|
$
|
15,489
|
|
As of December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Investment in affiliates
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
173
|
|
|
$
|
226
|
|
Goodwill
|
|
$
|
912
|
|
|
$
|
357
|
|
|
$
|
89
|
|
|
$
|
1,358
|
|
Identifiable assets
(2)
|
|
$
|
8,579
|
|
|
$
|
2,401
|
|
|
$
|
2,458
|
|
|
$
|
13,618
|
|
As of December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Investment in affiliates
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
122
|
|
|
$
|
125
|
|
Goodwill
|
|
$
|
900
|
|
|
$
|
357
|
|
|
$
|
89
|
|
|
$
|
1,346
|
|
Identifiable assets
(3)
|
|
$
|
8,233
|
|
|
$
|
1,442
|
|
|
$
|
1,894
|
|
|
$
|
11,890
|
|
(1)
|
Total identifiable assets include the Partnership's unallocated $
36
million cash and cash equivalents, $
133
million of properties, plants and equipment, net, and $
7
million of other assets.
|
(2)
|
Total identifiable assets include the Partnership's unallocated $
47
million cash and cash equivalents, $
124
million of properties, plants and equipment, net, and $
9
million of other assets.
|
(3)
|
Total identifiable assets include the Partnership's unallocated $
12
million cash and cash equivalents, $
239
million of advances to affiliates, $
66
million of properties, plants and equipment, net and $
4
million of other assets.
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
|
|
(in millions, except per unit amounts)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
||||||||
Sales and other operating revenue:
|
|
|
|
|
|
|
|
|
||||||||
Unaffiliated customers
|
|
$
|
2,453
|
|
|
$
|
2,996
|
|
|
$
|
2,317
|
|
|
$
|
2,205
|
|
Affiliates
|
|
$
|
119
|
|
|
$
|
206
|
|
|
$
|
90
|
|
|
$
|
100
|
|
Gross profit
(1)
|
|
$
|
214
|
|
|
$
|
326
|
|
|
$
|
325
|
|
|
$
|
312
|
|
Impairment charge and other matters
|
|
$
|
41
|
|
|
$
|
(100
|
)
|
|
$
|
103
|
|
|
$
|
118
|
|
Operating income
|
|
$
|
66
|
|
|
$
|
307
|
|
|
$
|
94
|
|
|
$
|
63
|
|
Net Income
|
|
$
|
37
|
|
|
$
|
277
|
|
|
$
|
57
|
|
|
$
|
26
|
|
Net income attributable to noncontrolling interests
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Net income attributable to redeemable noncontrolling interests
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Net Income Attributable to Sunoco Logistics Partners L.P.
|
|
$
|
36
|
|
|
$
|
276
|
|
|
$
|
56
|
|
|
$
|
25
|
|
Less: General Partner's interest
|
|
(60
|
)
|
|
(71
|
)
|
|
(74
|
)
|
|
(83
|
)
|
||||
Limited Partners' interest
|
|
$
|
(24
|
)
|
|
$
|
205
|
|
|
$
|
(18
|
)
|
|
$
|
(58
|
)
|
Net Income (Loss) attributable to Sunoco Logistics Partners L.P. per Limited Partner unit—basic
|
|
$
|
(0.10
|
)
|
|
$
|
0.83
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.21
|
)
|
Net Income (Loss) attributable to Sunoco Logistics Partners L.P. per Limited Partner unit—diluted
|
|
$
|
(0.10
|
)
|
|
$
|
0.83
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.21
|
)
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
|
|
(in millions, except per unit amounts)
|
||||||||||||||
2014
|
|
|
|
|
|
|
|
|
||||||||
Sales and other operating revenue:
|
|
|
|
|
|
|
|
|
||||||||
Unaffiliated customers
|
|
$
|
4,171
|
|
|
$
|
4,412
|
|
|
$
|
4,616
|
|
|
$
|
3,819
|
|
Affiliates
|
|
$
|
306
|
|
|
$
|
409
|
|
|
$
|
299
|
|
|
$
|
56
|
|
Gross profit
(1)
|
|
$
|
226
|
|
|
$
|
276
|
|
|
$
|
279
|
|
|
$
|
258
|
|
Impairment charge and other matters
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
258
|
|
Operating income (loss)
|
|
$
|
127
|
|
|
$
|
180
|
|
|
$
|
172
|
|
|
$
|
(112
|
)
|
Net Income (Loss)
|
|
$
|
110
|
|
|
$
|
158
|
|
|
$
|
157
|
|
|
$
|
(125
|
)
|
Net income attributable to noncontrolling interests
|
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||
Net Income (Loss) Attributable to Sunoco Logistics Partners L.P.
|
|
$
|
107
|
|
|
$
|
156
|
|
|
$
|
155
|
|
|
$
|
(127
|
)
|
Less: General Partner's interest
|
|
(38
|
)
|
|
(44
|
)
|
|
(49
|
)
|
|
(50
|
)
|
||||
Limited Partners' interest
|
|
$
|
69
|
|
|
$
|
112
|
|
|
$
|
106
|
|
|
$
|
(177
|
)
|
Net Income (Loss) attributable to Sunoco Logistics Partners L.P. per Limited Partner unit—basic
|
|
$
|
0.33
|
|
|
$
|
0.54
|
|
|
$
|
0.50
|
|
|
$
|
(0.80
|
)
|
Net Income (Loss) attributable to Sunoco Logistics Partners L.P. per Limited Partner unit—diluted
|
|
$
|
0.33
|
|
|
$
|
0.53
|
|
|
$
|
0.50
|
|
|
$
|
(0.80
|
)
|
(1)
|
Gross profit equals sales and other operating revenue less cost of products sold and operating expenses.
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other operating revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unaffiliated customers
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,971
|
|
|
$
|
—
|
|
|
$
|
9,971
|
|
Affiliates
|
|
—
|
|
|
—
|
|
|
515
|
|
|
—
|
|
|
515
|
|
|||||
Total Revenues
|
|
—
|
|
|
—
|
|
|
10,486
|
|
|
—
|
|
|
10,486
|
|
|||||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
|
—
|
|
|
—
|
|
|
9,145
|
|
|
—
|
|
|
9,145
|
|
|||||
Operating expenses
|
|
—
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
164
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
1
|
|
|
102
|
|
|
—
|
|
|
103
|
|
|||||
Depreciation and amortization expense
|
|
—
|
|
|
—
|
|
|
382
|
|
|
—
|
|
|
382
|
|
|||||
Impairment charge and other matters
|
|
—
|
|
|
—
|
|
|
162
|
|
|
—
|
|
|
162
|
|
|||||
Total Costs and Expenses
|
|
—
|
|
|
1
|
|
|
9,955
|
|
|
—
|
|
|
9,956
|
|
|||||
Operating Income (Loss)
|
|
—
|
|
|
(1
|
)
|
|
531
|
|
|
—
|
|
|
530
|
|
|||||
Other interest cost and debt expense, net
|
|
—
|
|
|
(209
|
)
|
|
(1
|
)
|
|
—
|
|
|
(210
|
)
|
|||||
Capitalized interest
|
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|||||
Other income
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||
Equity in earnings of subsidiaries
|
|
393
|
|
|
526
|
|
|
—
|
|
|
(919
|
)
|
|
—
|
|
|||||
Income (Loss) Before Provision for Income Taxes
|
|
393
|
|
|
392
|
|
|
552
|
|
|
(919
|
)
|
|
418
|
|
|||||
Provision for income taxes
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|||||
Net Income (Loss)
|
|
393
|
|
|
392
|
|
|
531
|
|
|
(919
|
)
|
|
397
|
|
|||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Net income attributable to redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Net Income (Loss) Attributable to Sunoco Logistics Partners L.P.
|
|
$
|
393
|
|
|
$
|
392
|
|
|
$
|
527
|
|
|
$
|
(919
|
)
|
|
$
|
393
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (Loss)
|
|
$
|
393
|
|
|
$
|
392
|
|
|
$
|
531
|
|
|
$
|
(919
|
)
|
|
$
|
397
|
|
Adjustment to affiliate's pension funded status
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Other Comprehensive Income (Loss)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Comprehensive Income (Loss)
|
|
393
|
|
|
392
|
|
|
530
|
|
|
(919
|
)
|
|
396
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Less: Comprehensive income attributable to redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Comprehensive Income (Loss) Attributable to Sunoco Logistics Partners L.P.
|
|
$
|
393
|
|
|
$
|
392
|
|
|
$
|
526
|
|
|
$
|
(919
|
)
|
|
$
|
392
|
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other operating revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unaffiliated customers
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,018
|
|
|
$
|
—
|
|
|
$
|
17,018
|
|
Affiliates
|
|
—
|
|
|
—
|
|
|
1,070
|
|
|
—
|
|
|
1,070
|
|
|||||
Total Revenues
|
|
—
|
|
|
—
|
|
|
18,088
|
|
|
—
|
|
|
18,088
|
|
|||||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
|
—
|
|
|
—
|
|
|
16,877
|
|
|
—
|
|
|
16,877
|
|
|||||
Operating expenses
|
|
—
|
|
|
—
|
|
|
172
|
|
|
—
|
|
|
172
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
118
|
|
|||||
Depreciation and amortization expense
|
|
—
|
|
|
—
|
|
|
296
|
|
|
—
|
|
|
296
|
|
|||||
Impairment charge and other matters
|
|
—
|
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
|||||
Total Costs and Expenses
|
|
—
|
|
|
—
|
|
|
17,721
|
|
|
—
|
|
|
17,721
|
|
|||||
Operating Income
|
|
—
|
|
|
—
|
|
|
367
|
|
|
—
|
|
|
367
|
|
|||||
Net interest income (cost) to affiliates
|
|
—
|
|
|
5
|
|
|
(4
|
)
|
|
—
|
|
|
1
|
|
|||||
Other interest cost and debt expense, net
|
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|||||
Capitalized interest
|
|
—
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|||||
Other income
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|||||
Equity in earnings of subsidiaries
|
|
291
|
|
|
354
|
|
|
—
|
|
|
(645
|
)
|
|
—
|
|
|||||
Income (Loss) Before Provision for Income Taxes
|
|
291
|
|
|
291
|
|
|
388
|
|
|
(645
|
)
|
|
325
|
|
|||||
Provision for income taxes
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|||||
Net Income (Loss)
|
|
291
|
|
|
291
|
|
|
363
|
|
|
(645
|
)
|
|
300
|
|
|||||
Net Income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Net Income (Loss) Attributable to Sunoco Logistics Partners L.P.
|
|
$
|
291
|
|
|
$
|
291
|
|
|
$
|
354
|
|
|
$
|
(645
|
)
|
|
$
|
291
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (Loss)
|
|
$
|
291
|
|
|
$
|
291
|
|
|
$
|
363
|
|
|
$
|
(645
|
)
|
|
$
|
300
|
|
Adjustment to affiliate's pension funded status
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Other Comprehensive Income (Loss)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Comprehensive Income (Loss)
|
|
291
|
|
|
291
|
|
|
364
|
|
|
(645
|
)
|
|
301
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Comprehensive Income (Loss) Attributable to Sunoco Logistics Partners L.P.
|
|
$
|
291
|
|
|
$
|
291
|
|
|
$
|
355
|
|
|
$
|
(645
|
)
|
|
$
|
292
|
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other operating revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unaffiliated customers
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,073
|
|
|
$
|
—
|
|
|
$
|
15,073
|
|
Affiliates
|
|
—
|
|
|
—
|
|
|
1,566
|
|
|
—
|
|
|
1,566
|
|
|||||
Total Revenues
|
|
—
|
|
|
—
|
|
|
16,639
|
|
|
—
|
|
|
16,639
|
|
|||||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of products sold
|
|
—
|
|
|
—
|
|
|
15,600
|
|
|
—
|
|
|
15,600
|
|
|||||
Operating expenses
|
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
122
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
|||||
Depreciation and amortization expense
|
|
—
|
|
|
—
|
|
|
265
|
|
|
—
|
|
|
265
|
|
|||||
Total Costs and Expenses
|
|
—
|
|
|
—
|
|
|
16,079
|
|
|
—
|
|
|
16,079
|
|
|||||
Operating Income
|
|
—
|
|
|
—
|
|
|
560
|
|
|
—
|
|
|
560
|
|
|||||
Net interest income (cost) to affiliates
|
|
—
|
|
|
3
|
|
|
(4
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Other interest cost and debt expense, net
|
|
—
|
|
|
(96
|
)
|
|
(1
|
)
|
|
—
|
|
|
(97
|
)
|
|||||
Capitalized interest
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||
Other income
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Equity in earnings of subsidiaries
|
|
463
|
|
|
535
|
|
|
—
|
|
|
(998
|
)
|
|
—
|
|
|||||
Income (Loss) Before Provision for Income Taxes
|
|
463
|
|
|
463
|
|
|
576
|
|
|
(998
|
)
|
|
504
|
|
|||||
Provision for income taxes
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
|||||
Net Income (Loss)
|
|
463
|
|
|
463
|
|
|
546
|
|
|
(998
|
)
|
|
474
|
|
|||||
Net Income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
Net Income (Loss) Attributable to Sunoco Logistics Partners L.P.
|
|
$
|
463
|
|
|
$
|
463
|
|
|
$
|
535
|
|
|
$
|
(998
|
)
|
|
$
|
463
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (Loss)
|
|
$
|
463
|
|
|
$
|
463
|
|
|
$
|
546
|
|
|
$
|
(998
|
)
|
|
$
|
474
|
|
Other Comprehensive Income (Loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Comprehensive Income (Loss)
|
|
463
|
|
|
463
|
|
|
546
|
|
|
(998
|
)
|
|
474
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
Comprehensive Income (Loss) Attributable to Sunoco Logistics Partners L.P.
|
|
$
|
463
|
|
|
$
|
463
|
|
|
$
|
535
|
|
|
$
|
(998
|
)
|
|
$
|
463
|
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37
|
|
Accounts receivable, affiliated companies
|
|
—
|
|
|
3
|
|
|
17
|
|
|
—
|
|
|
20
|
|
|||||
Accounts receivable, net
|
|
—
|
|
|
—
|
|
|
1,165
|
|
|
—
|
|
|
1,165
|
|
|||||
Inventories
|
|
—
|
|
|
—
|
|
|
607
|
|
|
—
|
|
|
607
|
|
|||||
Other current assets
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|||||
Total Current Assets
|
|
—
|
|
|
40
|
|
|
1,808
|
|
|
—
|
|
|
1,848
|
|
|||||
Properties, plants and equipment, net
|
|
—
|
|
|
—
|
|
|
10,692
|
|
|
—
|
|
|
10,692
|
|
|||||
Investment in affiliates
|
|
6,488
|
|
|
9,692
|
|
|
802
|
|
|
(16,180
|
)
|
|
802
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
1,358
|
|
|
—
|
|
|
1,358
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
718
|
|
|
—
|
|
|
718
|
|
|||||
Other assets
|
|
—
|
|
|
6
|
|
|
65
|
|
|
—
|
|
|
71
|
|
|||||
Total Assets
|
|
$
|
6,488
|
|
|
$
|
9,738
|
|
|
$
|
15,443
|
|
|
$
|
(16,180
|
)
|
|
$
|
15,489
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1,250
|
|
|
$
|
—
|
|
|
$
|
1,251
|
|
Accounts payable, affiliated companies
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
|||||
Accrued liabilities
|
|
1
|
|
|
66
|
|
|
262
|
|
|
—
|
|
|
329
|
|
|||||
Accrued taxes payable
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
44
|
|
|||||
Intercompany
|
|
(1,320
|
)
|
|
(2,408
|
)
|
|
3,728
|
|
|
—
|
|
|
—
|
|
|||||
Total Current Liabilities
|
|
(1,319
|
)
|
|
(2,341
|
)
|
|
5,323
|
|
|
—
|
|
|
1,663
|
|
|||||
Long-term debt
|
|
—
|
|
|
5,591
|
|
|
—
|
|
|
—
|
|
|
5,591
|
|
|||||
Other deferred credits and liabilities
|
|
—
|
|
|
—
|
|
|
125
|
|
|
—
|
|
|
125
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
254
|
|
|
—
|
|
|
254
|
|
|||||
Total Liabilities
|
|
(1,319
|
)
|
|
3,250
|
|
|
5,702
|
|
|
—
|
|
|
7,633
|
|
|||||
Redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Redeemable Limited Partners' interests
|
|
286
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sunoco Logistics Partners L.P. equity
|
|
7,521
|
|
|
6,488
|
|
|
9,692
|
|
|
(16,180
|
)
|
|
7,521
|
|
|||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Total Equity
|
|
7,521
|
|
|
6,488
|
|
|
9,726
|
|
|
(16,180
|
)
|
|
7,555
|
|
|||||
Total Liabilities and Equity
|
|
$
|
6,488
|
|
|
$
|
9,738
|
|
|
$
|
15,443
|
|
|
$
|
(16,180
|
)
|
|
$
|
15,489
|
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
101
|
|
Accounts receivable, affiliated companies
|
|
—
|
|
|
3
|
|
|
6
|
|
|
—
|
|
|
9
|
|
|||||
Accounts receivable, net
|
|
—
|
|
|
—
|
|
|
1,766
|
|
|
—
|
|
|
1,766
|
|
|||||
Inventories
|
|
—
|
|
|
—
|
|
|
470
|
|
|
—
|
|
|
470
|
|
|||||
Other current assets
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Total Current Assets
|
|
—
|
|
|
104
|
|
|
2,245
|
|
|
—
|
|
|
2,349
|
|
|||||
Properties, plants and equipment, net
|
|
—
|
|
|
—
|
|
|
8,849
|
|
|
—
|
|
|
8,849
|
|
|||||
Investment in affiliates
|
|
6,189
|
|
|
9,168
|
|
|
226
|
|
|
(15,357
|
)
|
|
226
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
1,358
|
|
|
—
|
|
|
1,358
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
770
|
|
|
—
|
|
|
770
|
|
|||||
Other assets
|
|
—
|
|
|
2
|
|
|
64
|
|
|
—
|
|
|
66
|
|
|||||
Total Assets
|
|
$
|
6,189
|
|
|
$
|
9,274
|
|
|
$
|
13,512
|
|
|
$
|
(15,357
|
)
|
|
$
|
13,618
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,934
|
|
|
$
|
—
|
|
|
$
|
1,934
|
|
Accounts payable, affiliated companies
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Accrued liabilities
|
|
—
|
|
|
58
|
|
|
246
|
|
|
—
|
|
|
304
|
|
|||||
Accrued taxes payable
|
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|||||
Intercompany
|
|
(489
|
)
|
|
(1,172
|
)
|
|
1,661
|
|
|
—
|
|
|
—
|
|
|||||
Total Current Liabilities
|
|
(489
|
)
|
|
(1,114
|
)
|
|
3,914
|
|
|
—
|
|
|
2,311
|
|
|||||
Long-term debt
|
|
—
|
|
|
4,199
|
|
|
35
|
|
|
—
|
|
|
4,234
|
|
|||||
Other deferred credits and liabilities
|
|
—
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
71
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
249
|
|
|
—
|
|
|
249
|
|
|||||
Total Liabilities
|
|
(489
|
)
|
|
3,085
|
|
|
4,269
|
|
|
—
|
|
|
6,865
|
|
|||||
Redeemable noncontrolling interests
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sunoco Logistics Partners L.P. equity
|
|
6,678
|
|
|
6,189
|
|
|
9,168
|
|
|
(15,357
|
)
|
|
6,678
|
|
|||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|||||
Total Equity
|
|
6,678
|
|
|
6,189
|
|
|
9,228
|
|
|
(15,357
|
)
|
|
6,738
|
|
|||||
Total Liabilities and Equity
|
|
$
|
6,189
|
|
|
$
|
9,274
|
|
|
$
|
13,512
|
|
|
$
|
(15,357
|
)
|
|
$
|
13,618
|
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net Cash Flows from Operating Activities
|
|
$
|
393
|
|
|
$
|
388
|
|
|
$
|
736
|
|
|
$
|
(919
|
)
|
|
$
|
598
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(2,706
|
)
|
|
—
|
|
|
(2,706
|
)
|
|||||
Acquisitions
|
|
—
|
|
|
|
|
(131
|
)
|
|
—
|
|
|
(131
|
)
|
||||||
Change in long-term note receivable
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|||||
Intercompany
|
|
(1,223
|
)
|
|
(1,814
|
)
|
|
2,118
|
|
|
919
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
(1,223
|
)
|
|
(1,814
|
)
|
|
(736
|
)
|
|
919
|
|
|
(2,854
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions paid to limited and general partners
|
|
(686
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(686
|
)
|
|||||
Distributions paid to noncontrolling interests
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Net proceeds from issuance of limited partner units
|
|
1,519
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,519
|
|
|||||
Payments of statutory withholding on net issuance of limited partner units under LTIP
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
Repayments under credit facilities
|
|
—
|
|
|
(3,662
|
)
|
|
—
|
|
|
—
|
|
|
(3,662
|
)
|
|||||
Borrowings under credit facilities
|
|
—
|
|
|
4,039
|
|
|
—
|
|
|
—
|
|
|
4,039
|
|
|||||
Net proceeds from issuance of long-term debt
|
|
—
|
|
|
991
|
|
|
—
|
|
|
—
|
|
|
991
|
|
|||||
Contributions attributable to acquisition from affiliate
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Other
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Net cash provided by financing activities
|
|
830
|
|
|
1,362
|
|
|
—
|
|
|
—
|
|
|
2,192
|
|
|||||
Net change in cash and cash equivalents
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net Cash Flows from Operating Activities
|
|
$
|
290
|
|
|
$
|
271
|
|
|
$
|
649
|
|
|
$
|
(644
|
)
|
|
$
|
566
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(2,416
|
)
|
|
—
|
|
|
(2,416
|
)
|
|||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
(433
|
)
|
|
—
|
|
|
(433
|
)
|
|||||
Change in long-term not receivable, affiliated companies
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|||||
Intercompany
|
|
(876
|
)
|
|
(2,012
|
)
|
|
2,244
|
|
|
644
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
(876
|
)
|
|
(2,012
|
)
|
|
(622
|
)
|
|
644
|
|
|
(2,866
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions paid to limited and general partners
|
|
(468
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(468
|
)
|
|||||
Distributions paid to noncontrolling interests
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Contributions from general partner
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Net proceeds from issuance of limited partner units
|
|
839
|
|
|
|
|
|
|
|
|
839
|
|
||||||||
Payments of statutory withholding on net issuance of limited partner units under LTIP
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Repayments under credit facilities
|
|
—
|
|
|
(2,845
|
)
|
|
—
|
|
|
—
|
|
|
(2,845
|
)
|
|||||
Borrowings under credit facilities
|
|
—
|
|
|
2,795
|
|
|
—
|
|
|
—
|
|
|
2,795
|
|
|||||
Net proceeds from issuance of long-term debt
|
|
—
|
|
|
1,976
|
|
|
—
|
|
|
—
|
|
|
1,976
|
|
|||||
Repayment of senior notes
|
|
—
|
|
|
(175
|
)
|
|
—
|
|
|
—
|
|
|
(175
|
)
|
|||||
Advances to affiliated companies, net
|
|
217
|
|
|
79
|
|
|
(57
|
)
|
|
—
|
|
|
239
|
|
|||||
Contributions attributable to acquisition from affiliate
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Net cash provided by (used in) financing activities
|
|
586
|
|
|
1,830
|
|
|
(54
|
)
|
|
—
|
|
|
2,362
|
|
|||||
Net change in cash and cash equivalents
|
|
—
|
|
|
89
|
|
|
(27
|
)
|
|
—
|
|
|
62
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
12
|
|
|
27
|
|
|
—
|
|
|
39
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
101
|
|
|
|
Parent
Guarantor
|
|
Subsidiary
Issuer
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net Cash Flows from Operating Activities
|
|
$
|
463
|
|
|
$
|
446
|
|
|
$
|
838
|
|
|
$
|
(998
|
)
|
|
$
|
749
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(897
|
)
|
|
—
|
|
|
(897
|
)
|
|||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
—
|
|
|
(60
|
)
|
|||||
Intercompany
|
|
95
|
|
|
(1,177
|
)
|
|
84
|
|
|
998
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
95
|
|
|
(1,177
|
)
|
|
(873
|
)
|
|
998
|
|
|
(957
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions paid to limited and general partners
|
|
(353
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(353
|
)
|
|||||
Distributions paid to noncontrolling interests
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
Payments of statutory withholding on net issuance of limited partner units under LTIP
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Repayments under credit facilities
|
|
—
|
|
|
(119
|
)
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|||||
Borrowings under credit facilities
|
|
—
|
|
|
200
|
|
|
15
|
|
|
—
|
|
|
215
|
|
|||||
Net proceeds from issuance of long-term debt
|
|
—
|
|
|
691
|
|
|
—
|
|
|
—
|
|
|
691
|
|
|||||
Advances to affiliated companies, net
|
|
(192
|
)
|
|
(31
|
)
|
|
40
|
|
|
—
|
|
|
(183
|
)
|
|||||
Contributions attributable to acquisition from affiliate
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(558
|
)
|
|
741
|
|
|
61
|
|
|
—
|
|
|
244
|
|
|||||
Net change in cash and cash equivalents
|
|
—
|
|
|
10
|
|
|
26
|
|
|
—
|
|
|
36
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
39
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Position with the General Partner
|
|
Marshall S. ("Mackie") McCrea, III
|
|
56
|
|
|
Chairman of the Board
|
Michael J. Hennigan
|
|
56
|
|
|
Director, President and Chief Executive Officer
|
Steven R. Anderson
|
|
66
|
|
|
Director
|
Scott A. Angelle
|
|
54
|
|
|
Director
|
Basil Leon Bray
|
|
71
|
|
|
Director
|
James R. ("Rick") Perry
|
|
65
|
|
|
Director
|
Thomas P. Mason
|
|
59
|
|
|
Director
|
Kurt A. Lauterbach
|
|
60
|
|
|
Senior Vice President, Lease Acquisitions
|
David R. Chalson
|
|
64
|
|
|
Senior Vice President, Operations
|
Michael W. Slough
|
|
59
|
|
|
Senior Vice President, Engineering, Construction & Procurement
|
Kathleen Shea-Ballay
|
|
50
|
|
|
Senior Vice President, General Counsel and Secretary
|
Peter J. Gvazdauskas
|
|
37
|
|
|
Chief Financial Officer and Treasurer
|
Michael D. Galtman
|
|
41
|
|
|
Controller and Chief Accounting Officer
|
•
|
late filing of a Form 3 for Mr. Gvazdauskas; and
|
•
|
late filing of a Form 3 for Mr. Perry.
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
•
|
reward executives with an industry-competitive total compensation package of competitive base salaries and significant incentive opportunities, yielding a total compensation package approaching the top-quartile of the market;
|
•
|
attract, retain and reward talented executive officers and key management employees by providing total compensation competitive with that of other executive officers and key management employees employed by publicly traded limited partnerships of similar size and in similar lines of business;
|
•
|
motivate executive officers and key employees to achieve strong financial and operational performance;
|
•
|
emphasize performance-based or "at-risk" compensation; and
|
•
|
reward individual performance.
|
|
Buckeye Partners, L.P.
|
|
PBF Energy Inc.
|
|
Enbridge Energy Partners, L.P.
|
|
Plains All American Pipeline, L.P.
|
|
HollyFrontier Corporation
|
|
Spectra Energy Corp
|
|
MarkWest Energy Partners, L.P.
|
|
Targa Resources Corp.
|
|
NGL Energy Partners LP
|
|
Tesoro Corporation
|
|
ONEOK Inc.
|
|
|
•
|
Base Salary:
Base salary is designed to provide for a competitive fixed level of pay that attracts and retains executive officers, and compensates them for their level of responsibility and sustained individual performance (including experience, scope of responsibility, and results achieved). The salaries of the NEOs are reviewed on an annual basis. As discussed above, the base salaries of the NEOs are targeted to yield an annual base salary slightly below median level of market (i.e., approximately the fortieth percentile of market) and are determined by the Compensation Committee after taking into account the recommendations of our Chief Executive Officer.
Base salaries also are influenced by internal pay equity (fair and consistent application of compensation practices). At the NEO level, the balance of compensation is weighted toward pay-at-risk compensation (annual bonuses and long-term incentives). Except for the salaries of Mr. Hennigan and Ms. Shea-Ballay, the Compensation Committee approved annual 2.5 percent merit increases to the NEOs salaries effective July 10, 2015, which salaries are expected to remain in effect until July 10, 2016. Also effective July 10, 2015, the Compensation Committee increased the salary of Mr. Hennigan to $625,000 from its previous level of $600,000, or an approximately 4.2 percent increase, and the salary of Ms. Shea-Ballay to $335,000 from its previous level of $317,750, or an approximately 5.4 percent increase. In addition, the Compensation Committee set Mr. Gvazdauskas' salary at $270,000 upon assuming his responsibilities as Chief Financial Officer in March 2015 and, effective December 4, 2015, increased his salary to $300,000, or an approximately 11.1 percent increase. Each of the foregoing NEO salary changes were reflective of and considered as part of the executive compensation review undertaken by Longnecker.
|
•
|
Annual Bonuses:
In addition to base salary, the Compensation Committee makes a determination whether to award our NEOs discretionary annual cash bonuses following the end of the year. Discretionary bonuses, if awarded, are intended to reward our NEOs for the achievement of financial
performance objectives during the year for which the bonuses are awarded in light of the contribution of each individual to our
profitability and success during such year. The Compensation Committee does not establish its own financial performance objectives in advance for purposes of determining whether to approve any annual bonuses, and the Compensation Committee does not utilize any formulaic approach to determine annual bonuses.
|
•
|
Long-Term Incentive Awards (Equity Awards):
|
•
|
Why the LTIP was adopted
:
Long-term incentive awards for executive officers are granted under the LTIP in order to promote achievement of our long-term strategic business objectives. The LTIP was designed to align the economic interests of executive officers, key employees and directors with those of our unitholders and to provide an incentive to management for continuous employment with the general partner and its affiliates. Long-term incentive awards are based upon the common units representing limited partnership interests in us, although they may be payable in common units or in cash. The Compensation Committee administers the LTIP and, in its discretion, may terminate or amend the LTIP at any time with respect to any units for which a grant has not yet been made, including increasing the number of units that may be granted, subject to unitholder approval as required by the exchange upon which the common units are listed at that time. Changes to any outstanding grant that would materially impair the rights of a participant cannot be made without the consent of the affected participant.
|
•
|
The elements of compensation under the LTIP:
The LTIP provides for the following types of awards: restricted units, phantom units, unit options, unit appreciation rights, unit awards or other unit-based awards. No types of awards other than restricted units have been granted since the inception of the LTIP.
|
•
|
Accounting and Tax Considerations:
We account for the equity compensation expense of our general partner's employees, including the NEOs, in accordance with GAAP, which requires us to estimate and record an expense for each equity award over the vesting period of the award. For market-based awards, the value is determined using a Monte Carlo simulation. The expense for restricted units settled in common units is recognized ratably over the vesting period. For cash compensation, the accounting rules require us to record it as an expense at the time the obligation is accrued. Because we are a partnership, and our general partner is a limited liability company, Internal Revenue Code ("Code") Section 162(m) does not apply to the compensation paid to our NEOs and, accordingly, the Compensation Committee did not consider its impact in determining compensation levels for 2015.
|
•
|
Equity Grant Practices:
Equity awards to employees are approved at meetings of our general partner's Compensation Committee. In limited situations, however, such awards may be approved by unanimous written consent of the Compensation Committee. The grant date of an equity award is the date of the Compensation Committee meeting at which such equity award is approved. The Compensation Committee may, in its discretion, refrain from approving grants of equity awards to employees if the meeting at which such approval is to be considered occurs during a period in which management is in possession of material non-public information, in which case, approval of such equity awards may be deferred to the next Compensation Committee meeting. No grant approvals were deferred to a later Compensation Committee meeting in 2015.
|
•
|
Unit Ownership Guidelines:
Our general partner has established guidelines for the ownership of our common units, applicable to certain executives of the general partner with respect to common units representing limited partnership interests in the Partnership. The applicable unit ownership guidelines are denominated as a multiple of base salary, and the amount of common units required to be owned increases with the level of responsibility. Under the current guidelines, the President and Chief Executive Officer is expected to own common units having a minimum value of five times his base salary, the Chief Financial Officer is expected to own common units having a minimum value of four times his base salary, and each of the remaining NEOs are expected to own common units having a minimum value of three times their respective base salaries. Our general partner and the Compensation Committee believe that the ownership of our common units, as reflected in these guidelines, is an important means of tying the financial risks and rewards for our executives to our total unitholder return and better aligning the interests of such executives with those of our unitholders. Any executive subject to the guidelines who has not yet met his or her respective ownership guideline must accumulate our common units until such guideline is met. Except for sales of common units in settlement of tax obligations relating to the receipt and payment of LTIP awards, such persons are prohibited from disposing of any of our common units until the applicable ownership guideline has been attained. However, those individuals who have met or exceeded their
|
•
|
Insider Trading (Including Hedging) Policy:
The employees of our general partner are subject to the Sunoco Partners LLC Insider Trading Policy which, among other things, prohibits such employees from entering into short sales, or purchasing, selling, or exercising any puts, calls, or similar derivative security instruments pertaining to our common units, all of which could incentivize an employee towards engaging in overly risky behavior for short-term gains. This prohibition does not extend to unit options that may be issued in accordance with the terms of the LTIP.
|
•
|
Other Plans:
During 2015, employees of our general partner, including the NEOs, participated in the following benefit plans offered by ETP or its affiliates, including certain of Sunoco, Inc.'s plans, in which our general partner was a participating employer prior to the merger transaction with ETP (the "Merger") and continues to participate. Sunoco, Inc., a Pennsylvania corporation ("Sunoco"), owned our general partner prior to the Merger. In connection with the Merger, Sunoco became a wholly-owned subsidiary of ETP and its affiliates and transferred its membership interests in our general partner to ETP.
|
•
|
The Sunoco, Inc. Retirement Plan
(the "SCIRP") was a qualified defined benefit plan, under which benefits were subject to Code limits for pay and amount. Under the SCIRP, the benefit for executives hired before January 1, 1987 was calculated based upon the greater of a "final average pay" formula or a "cash balance" formula, the former providing a benefit using a formula that includes final average earnings and eligible service and the latter providing a benefit based upon a percentage of earnings. Those executives hired on or after January 1, 1987 participated in the cash balance formula. Effective June 30, 2010, Sunoco froze pension benefits, including accrued and vested benefits, payable under this plan for all salaried employees of our general partner who participate in this plan, including the NEOs. On October 31, 2014, Sunoco terminated the SCIRP. The Pension Benefit Guaranty Corporation’s ("PBGC") period to comment on the SCIRP's standard termination expired, without issue, on June 30, 2015. Following the SCIRP's receipt in November 2015 of a favorable Determination Letter from the Internal Revenue Service ("IRS") for such standard termination, benefit distributions were made in December 2015 to those participants electing to commence receipt of benefits from the SCIRP. The procedure for such distributions is described below under "Pension Benefits."
|
•
|
The Sunoco, Inc. Pension Restoration Plan
(
the "Pension Restoration Plan") is a nonqualified plan that provides retirement benefits that otherwise would have been provided under the SCIRP, except for the Code limits. Effective June 30, 2010, Sunoco froze benefits, including accrued and vested benefits, payable under this plan for all salaried employees of our general partner who participate in this plan, including the NEOs.
|
•
|
The Energy Transfer Partners GP, L.P. 401(k) Plan
(the "ETP 401(k) Plan") is a defined contribution 401(k) plan, which covers substantially all of our general partner's employees, including the NEOs. Employees may elect to defer up to 75 percent of their eligible compensation before applicable taxes, as limited under the Code. For 2015, a participant was eligible to make elective deferrals up to $18,000. The Partnership provides a matching contribution equal to 100 percent on the first five percent of each participant's elective deferrals. Participants age 50 or over at any time in 2015 could elect to make a catch-up contribution of up to $6,000. Catch-up contributions are not eligible for a matching contribution from the Partnership. The amounts deferred by the participant to the ETP 401(k) Plan account are fully vested at all times, and the amounts contributed by the Partnership become vested based on years of service. We provide this benefit as a means to incentivize employees and provide them with an opportunity to save for their retirement.
|
•
|
The ETP Deferred Compensation Plan
(the "ETP DC Plan") is a nonqualified deferred compensation plan, which permits eligible highly compensated employees to defer a portion of their salary, bonus and/or quarterly non-vested phantom unit distribution equivalent income until retirement, termination of employment or other designated distribution event. Each year under the ETP DC Plan, eligible employees are permitted to make an irrevocable election to defer up to 50 percent of their annual base salary, 50 percent of their DER payments, and/or 50 percent of their annual bonus under the ASIP during the following year. Pursuant to the ETP DC Plan, the Partnership may make annual discretionary matching contributions to participants' accounts; however, the Partnership has not made any discretionary contributions to participants' accounts and currently has no plans to make any discretionary contributions to participants' accounts. All amounts credited under the ETP DC Plan, other than discretionary credits, are immediately 100 percent vested. Participant accounts are credited with deemed earnings (or losses) based on hypothetical investment fund choices made by the participants among available funds.
|
•
|
The ETP Deferred Compensation Plan for Former Sunoco Executives
is a nonqualified deferred compensation plan established by ETP in connection with the Merger. Pursuant to his offer letter agreement with ETP effective as of October 5, 2012, in connection with the Merger (the "Offer Letter"), Mr. Hennigan waived any future rights or benefits to which he otherwise would have been entitled under both the Sunoco, Inc. Executive Retirement Plan ("SERP"), a nonqualified plan that provided supplemental pension benefits over and above the benefits under the SCIRP and the Pension Restoration Plan, and the Pension Restoration Plan, in return for which, the present value ($2,789,413) of such deferred compensation benefits was credited to Mr. Hennigan’s account under this plan. Mr. Hennigan is our only executive officer eligible to participate in this plan. Mr. Hennigan’s account is 100 percent vested and will be distributed in one lump sum payment upon his retirement, termination of employment or other designated distribution event, including a change of control, as defined in the plan. His account is credited with deemed earnings (or losses) based on hypothetical investment fund choices made by him among available funds.
|
•
|
Other Benefits:
Employees of our general partner, including NEOs, participate in the Energy Transfer Partners GP, L.P. Health and Welfare Program for Active Employees (the "Midstream Plan"). The Midstream Plan offers a variety of other benefits arrangements, including medical, dental, vision, life insurance, disability insurance, holidays and vacation, offered to similarly situated employees. These benefits arrangements, which are the same for all midstream employees of the ETE family of partnerships, are provided on an enterprise-wide basis. NEOs receive the same benefits and are responsible to pay the same premium, deductible and out-of-pocket maximums as other employees
|
•
|
Severance Benefits:
An employee, including an NEO, is an employee at will. This means that our general partner may terminate an employee's employment at any time, with or without notice, and with or without cause or reason. Upon certain terminations of employment, certain benefits may be paid or provided to our NEOs. Our general partner has adopted the
Energy Transfer Partners GP, L.P. Severance Plan (the "Severance Plan"), which provides for payment of certain severance benefits in the event of a qualifying termination, as that term is defined in the Severance Plan, to all salaried employees on a nondiscriminatory basis. In general, the Severance Plan provides payment of two weeks of annual base salary for each year or partial year of employment service with the general partner up to a maximum of fifty-two weeks or one year of annual base salary, with a minimum of four weeks of annual base salary, and up to three months of continued, subsidized group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). The Severance Plan also provides that the Partnership may determine to pay benefits, in addition to those provided under the Severance Plan, based on special circumstances, which additional benefits shall be unique and non-precedent setting.
|
Name and
Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
(1)
($)
|
|
Unit Awards
(2)
($)
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
(3)
($)
|
|
All Other
Compensation
(4)
($)
|
|
Total
($)
|
||||||
M. J. Hennigan
|
|
2015
|
|
611,537
|
|
|
856,152
|
|
|
3,009,815
|
|
|
0
|
|
|
1,237,494
|
|
|
5,714,998
|
|
President and Chief
|
|
2014
|
|
600,000
|
|
|
810,000
|
|
|
3,941,118
|
|
|
263,923
|
|
|
813,504
|
|
|
6,428,545
|
|
Executive Officer
|
|
2013
|
|
574,750
|
|
|
810,000
|
|
|
5,242,400
|
|
|
0
|
|
|
336,262
|
|
|
6,963,412
|
|
P. Gvazdauskas
(5)
|
|
2015
|
|
261,223
|
|
|
274,283
|
|
|
601,963
|
|
|
0
|
|
|
80,363
|
|
|
1,217,832
|
|
Chief Financial Officer and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
K. Shea-Ballay
|
|
2015
|
|
325,713
|
|
|
325,713
|
|
|
537,745
|
|
|
0
|
|
|
158,608
|
|
|
1,347,779
|
|
Senior Vice President,
|
|
2014
|
|
313,875
|
|
|
300,000
|
|
|
494,660
|
|
|
13,785
|
|
|
139,988
|
|
|
1,262,308
|
|
General Counsel & Secretary
|
|
2013
|
|
310,000
|
|
|
278,000
|
|
|
873,390
|
|
|
—
|
|
|
74,559
|
|
|
1,535,949
|
|
K. Lauterbach
|
|
2015
|
|
325,044
|
|
|
325,044
|
|
|
361,178
|
|
|
0
|
|
|
375,778
|
|
|
1,387,044
|
|
Senior Vice President,
|
|
2014
|
|
317,419
|
|
|
300,000
|
|
|
484,752
|
|
|
23,462
|
|
|
130,043
|
|
|
1,255,676
|
|
Lease Acquisitions
|
|
2013
|
|
313,500
|
|
|
283,000
|
|
|
873,390
|
|
|
489
|
|
|
113,900
|
|
|
1,584,279
|
|
D. Chalson
|
|
2015
|
|
276,290
|
|
|
276,290
|
|
|
401,317
|
|
|
0
|
|
|
97,247
|
|
|
1,051,144
|
|
Senior Vice President,
|
|
2014
|
|
269,806
|
|
|
300,000
|
|
|
469,937
|
|
|
49,288
|
|
|
84,948
|
|
|
1,173,979
|
|
Operations
|
|
2013
|
|
266,475
|
|
|
285,000
|
|
|
873,390
|
|
|
15,764
|
|
|
47,033
|
|
|
1,487,662
|
|
M. Salinas, Jr.
(6)
|
|
2015
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
26,699
|
|
|
26,699
|
|
Former Chief Financial
|
|
2014
|
|
n/a
|
|
|
n/a
|
|
|
457,046
|
|
|
n/a
|
|
|
37,699
|
|
|
494,745
|
|
Officer
|
|
2013
|
|
n/a
|
|
|
n/a
|
|
|
918,464
|
|
|
n/a
|
|
|
19,562
|
|
|
938,026
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts shown in this column reflect (i) annual bonuses payable under the ASIP for performance during 2015, which are payable on or before March 15, 2016, (ii) annual bonuses paid under the ASIP for performance during 2014, which were paid on or before March 15, 2015, and (iii) annual bonuses paid under the Sunoco Partners LLC Annual Short-Term Incentive Bonus Plan (which was replaced by the ASIP in 2014) for performance during 2013, which were paid on or before March 15, 2014.
|
(2)
|
The amounts shown in this column reflect the aggregate grant date fair value of restricted unit awards under the LTIP, calculated in accordance with FASB ASC Topic 718. See Note 14 to our consolidated financial statements for fiscal 2015 for additional detail regarding assumptions underlying the value of these equity awards. The amounts shown in this column reflect the grants of time-based restricted units approved by the Compensation Committee at its regularly scheduled meetings in December 2015, December 2014, January 2014, December 2013 and January 2013. Prior to the Merger, the Compensation Committee granted equity awards in January of the following year for performance during the previous year. Under the ETP compensation methodology, equity awards are granted in December of the performance year. Because of the timing of the transition to ETP’s compensation methodology, the Compensation Committee continued the pre-Merger practice for the equity awards for performance during 2012 with such awards being granted in January 2013. Upon transitioning to ETP’s compensation methodology, the equity awards for performance during 2013 were granted in December 2013 rather than January 2014 (which would have been the case under our pre-Merger compensation methodology). Thus, the amounts shown in this column for 2013 include equity awards granted for performance in both the 2012 (the January 2013 grants) and 2013 (the December 2013 grants) fiscal years. In fiscal 2014 and fiscal 2015, the Partnership did, and going forward, it is expected to, grant equity awards only once in December of the performance year; provided that, in January 2014, the Compensation Committee approved an additional grant of restricted units to Mr. Hennigan for his performance during 2013.
|
(3)
|
The amounts shown in this column reflect the change in present value for all defined benefit pension plans and supplemental executive retirement plans in which the NEOs participated. The applicable disclosure rules require the change in pension value be shown as "$0" if the actual calculation of the change in pension value is less than zero (i.e., a decrease). The decrease in SCIRP pension value for Messrs. Hennigan, Gvazdauskas and Lauterbach was $49,762, $1,955 and $3,339, respectively, for 2015. The decrease in SCIRP pension value for Ms. Shea-Ballay was $2,100, which when added to her increase in Pension Restoration Plan pension value of $666 resulted in a total decrease in pension value of $1,434 for 2015. The decrease in SCIRP pension value for Mr. Chalson was $8,576, which when added to his increase in Pension Restoration Plan pension value of $492 resulted in a total decrease in pension value of $8,084 for 2015.
|
(4)
|
The table below shows the components of this column for 2015:
|
Name
|
|
Year
|
|
Company Contribution
Under Defined Contribution Plan
(a)
($)
|
|
Perquisites
>$10,000
($)
|
|
Restricted Unit Distribution
Rights Payments
(b)
($)
|
|
Total
($)
|
||||
M. J. Hennigan
|
|
2015
|
|
11,538
|
|
|
—
|
|
|
1,225,956
|
|
|
1,237,494
|
|
P. Gvazdauskas
|
|
2015
|
|
10,984
|
|
|
—
|
|
|
69,379
|
|
|
80,363
|
|
K. Shea-Ballay
|
|
2015
|
|
11,321
|
|
|
—
|
|
|
147,287
|
|
|
158,608
|
|
K. Lauterbach
|
|
2015
|
|
11,301
|
|
|
—
|
|
|
364,477
|
|
|
375,778
|
|
D. Chalson
|
|
2015
|
|
11,363
|
|
|
—
|
|
|
85,884
|
|
|
97,247
|
|
M. Salinas, Jr.
|
|
2015
|
|
n/a
|
|
|
n/a
|
|
|
26,699
|
|
|
26,699
|
|
(a)
|
During 2015, our general partner was a participating employer in the ETP 401(k) Plan, which provides a matching contribution equal to 100 percent on the first five percent of each participant’s elective deferrals.
|
(b)
|
The amounts shown in this column reflect the cash payments made to each NEO during 2015, which were equal to each cash distribution per common unit made by us on our common units during 2015 with respect to each common unit subject to a restricted unit held by such NEO that has not either vested or been forfeited. Pursuant to the terms of the awards granted prior to the Merger, these cash amounts accumulated through the vesting period and were paid upon vesting. All remaining pre-Merger restricted units were fully vested on or prior to December 31, 2014, and the associated payments were made in February 2015. For awards granted after the Merger, these cash amounts are paid quarterly.
|
(5)
|
Compensation information for only fiscal year 2015 is provided for Mr. Gvazdauskas because he was not a NEO in fiscal years 2014 and 2013.
|
(6)
|
During his tenure as Chief Financial Officer of our general partner, Mr. Salinas also served as the Chief Financial Officer of ETP's general partner, which determined the components of his compensation, including salary, long-term incentive awards and annual bonus. We had no control over this compensation determination process. However, our general partner’s Compensation Committee granted equity awards, representing 33 percent of Mr. Salinas’ total long-term incentive compensation, to Mr. Salinas in December 2014, December 2013 and January 2013 in recognition of his services to us. Pursuant to his Separation Agreement with ETP, Mr. Salinas’ equity awards vested and were distributed to Mr. Salinas in May 2015.
|
Name
|
|
Grant Date
(1)
|
|
All Other Unit Awards:
Number of Units
(2)
(#)
|
|
Grant Date Fair Value of Unit Awards
($)
|
||
M. J. Hennigan
|
|
12/4/2015
|
|
116,750
|
|
|
3,009,815
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
||
P. Gvazdauskas
|
|
12/4/2015
|
|
23,350
|
|
|
601,963
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
||
K. Shea-Ballay
|
|
12/4/2015
|
|
20,859
|
|
|
537,745
|
|
Senior Vice President, General Counsel & Secretary
|
|
|
|
|
|
|
||
K. Lauterbach
|
|
12/4/2015
|
|
14,010
|
|
|
361,178
|
|
Senior Vice President, Lease Acquisitions
|
|
|
|
|
|
|
||
D. Chalson
|
|
12/4/2015
|
|
15,567
|
|
|
401,317
|
|
Senior Vice President, Operations
|
|
|
|
|
|
|
||
M. Salinas, Jr.
(3)
|
|
n/a
|
|
n/a
|
|
|
n/a
|
|
Former Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The restricted unit awards vest 60 percent in December 2018 and the remaining 40 percent in December 2020.
|
(2)
|
Reflects the grant date fair value of restricted unit awards granted under the LTIP during fiscal 2015, computed in accordance with FASB ASC Topic 718. See Note 14 to our consolidated financial statements for fiscal 2015 for additional detail regarding assumptions underlying the value of these equity awards.
|
(3)
|
Mr. Salinas’ tenure as Chief Financial Officer terminated in March of 2015, therefore, he did not receive any awards for 2015 under the LTIP.
|
Name
|
|
|
|
Unit Awards
|
||||
Grant Date
(1)
|
|
Number of Units That Have Not Vested
(#)
|
|
Market Value of Units That Have Not Vested
(2)
($)
|
||||
M. J. Hennigan
|
|
12/4/2015
|
|
116,750
|
|
|
3,000,475
|
|
President and Chief Executive Officer
|
|
12/5/2014
|
|
74,043
|
|
|
1,902,905
|
|
|
|
1/29/2014
|
|
10,000
|
|
|
257,000
|
|
|
|
12/5/2013
|
|
87,400
|
|
|
2,246,180
|
|
|
|
1/24/2013
|
|
32,000
|
|
|
822,400
|
|
|
|
12/5/2012
|
|
72,000
|
|
|
1,850,400
|
|
P. Gvazdauskas
|
|
12/4/2015
|
|
23,350
|
|
|
600,095
|
|
Chief Financial Officer and Treasurer
|
|
12/5/2014
|
|
9,153
|
|
|
235,232
|
|
|
|
12/5/2013
|
|
9,200
|
|
|
236,440
|
|
|
|
1/24/2013
|
|
4,000
|
|
|
102,800
|
|
K. Shea-Ballay
|
|
12/4/2015
|
|
20,859
|
|
|
536,076
|
|
Senior Vice President, General Counsel & Secretary
|
|
12/5/2014
|
|
10,284
|
|
|
264,299
|
|
|
|
12/5/2013
|
|
14,000
|
|
|
359,800
|
|
|
|
1/24/2013
|
|
5,600
|
|
|
143,920
|
|
K. Lauterbach
|
|
12/4/2015
|
|
14,010
|
|
|
360,057
|
|
Senior Vice President, Lease Acquisitions
|
|
12/5/2014
|
|
10,078
|
|
|
259,005
|
|
|
|
12/5/2013
|
|
14,000
|
|
|
359,800
|
|
|
|
1/24/2013
|
|
5,600
|
|
|
143,920
|
|
D. Chalson
|
|
12/4/2015
|
|
15,567
|
|
|
400,072
|
|
Senior Vice President, Operations
|
|
12/5/2014
|
|
9,770
|
|
|
251,089
|
|
|
|
12/5/2013
|
|
14,000
|
|
|
359,800
|
|
|
|
1/24/2013
|
|
5,600
|
|
|
143,920
|
|
M. Salinas, Jr.
(3)
|
|
n/a
|
|
n/a
|
|
|
n/a
|
|
Former Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The restricted unit awards vest as follows:
|
•
|
ratably in December of each year through 2017 for Mr. Hennigan’s awards granted in December 2012;
|
•
|
ratably in December of each year through 2017 for awards granted in January 2013;
|
•
|
60 percent in December 2016 and the remaining 40 percent in December 2018 for awards granted in December 2013;
|
•
|
60 percent in December 2016 and the remaining 40 percent in December 2018 for Mr. Hennigan’s award granted in January 2014;
|
•
|
60 percent in December 2017 and the remaining 40 percent in December 2019 for awards granted in December 2014; and
|
•
|
60 percent in December 2018 and the remaining 40 percent in December 2020 for awards granted in December 2015.
|
(2)
|
The market value or payout value of the unearned restricted units is equal to the closing price of our common units on December 31, 2015 of $25.70, multiplied by the number of restricted units outstanding. The amounts shown in this column do not include amounts for related DER payments that could be included in the payout. See "Other Potential Post-Employment Payments" for a discussion of the treatment of these awards under certain termination events or in the event of a change of control.
|
(3)
|
Pursuant to his Separation Agreement with ETP, Mr. Salinas' equity awards vested and were distributed to him in May 2015.
|
Name
|
|
Unit Awards
|
||||
Number of Units Acquired on Vesting
(1)
(#)
|
|
Value Realized on Vesting
(2)
($)
|
||||
M. J. Hennigan
|
|
52,000
|
|
|
1,340,560
|
|
President and Chief Executive Officer
|
|
|
|
|
||
P. Gvazdauskas
|
|
2,000
|
|
|
51,560
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
||
K. Shea-Ballay
|
|
2,800
|
|
|
72,184
|
|
Senior Vice President, General Counsel & Secretary
|
|
|
|
|
||
K. Lauterbach
|
|
61,320
|
|
|
2,103,998
|
|
Senior Vice President, Lease Acquisitions
|
|
|
|
|
||
D. Chalson
|
|
2,800
|
|
|
72,184
|
|
Senior Vice President, Operations
|
|
|
|
|
||
M. Salinas, Jr.
|
|
32,600
|
|
|
1,347,358
|
|
Former Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts shown in this column reflect the vesting and payout, in the form of our common units, of LTIP grants during 2015.
|
(2)
|
Value realized on vesting was determined by multiplying the number of common units to be issued upon vesting by the closing market price of our common units on the date prior to the vesting date. These amounts do not reflect the value of units withheld by our general partner to satisfy tax withholding obligations.
|
Name
|
|
Plan
|
|
Number of
Years Credited
Service
(1)
(#)
|
|
Present Value of
Accumulated
Benefit
Year-end 2015
(2)
($)
|
|
Payments
During
Last Fiscal Year
(3)
($)
|
|||
M. J. Hennigan
(4)
|
|
SCIRP (Qualified)
|
|
27.93
|
|
|
—
|
|
|
1,414,137
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|||
P. Gvazdauskas
|
|
SCIRP (Qualified)
|
|
10.04
|
|
|
—
|
|
|
115,106
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
|
|||
K. Shea-Ballay
|
|
SCIRP (Qualified)
|
|
5.19
|
|
|
—
|
|
|
155,733
|
|
Senior Vice President, General Counsel & Secretary
|
|
Pension Restoration
|
|
5.19
|
|
|
12,980
|
|
|
—
|
|
K. Lauterbach
|
|
SCIRP (Qualified)
|
|
12.73
|
|
|
247,686
|
|
|
—
|
|
Senior Vice President, Lease Acquisitions
|
|
|
|
|
|
|
|
|
|||
D. Chalson
|
|
SCIRP (Qualified)
|
|
24.18
|
|
|
—
|
|
|
504,996
|
|
Senior Vice President, Operations
|
|
Pension Restoration
|
|
24.18
|
|
|
11,804
|
|
|
—
|
|
M. Salinas, Jr.
(5)
|
|
SCIRP (Qualified)
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Former Chief Financial Officer
|
|
Pension Restoration
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Credited years of service reflect actual plan service with the general partner, including years of service credited with Sunoco prior to employment with our general partner.
|
(2)
|
Mr. Lauterbach’s accrued benefits under the SCIRP have been deferred until his next eligible benefit commencement date and have been transferred to an insurance company for management and payment at the applicable time. The present value of his benefits has been set equal to his actual cash balance account as of December 31, 2015, which is equivalent to valuing the present value with a discount rate of 4.22 percent, or the Career Pay Formula interest crediting rate, and which present value is lower than his estimate at year-end 2014.
|
(3)
|
All NEOs except Mr. Lauterbach elected to receive their accrued SCIRP benefits in the form of a lump sum.
|
(4)
|
Pursuant to his Offer Letter, Mr. Hennigan waived any future rights or benefits to which he otherwise would have been entitled under both the SERP and the Pension Restoration Plan, in return for which, the present value ($2,789,413) of such deferred compensation benefits was credited to the ETP Deferred Compensation Plan for Former Sunoco Executives.
|
(5)
|
Through April of 2015, Mr. Salinas was employed by ETP's general partner and was not eligible to participate in any of the Sunoco pension benefit plans.
|
(1)
|
Final Average Pay formula
|
•
|
The benefit equals (A) 1-
2
/
3
percent of Final Average Pay (the average earnings during the 36 consecutive months of highest earnings in the last ten years prior to June 30, 2010) multiplied by number of years of credited service, up to 30 years, plus
3
/
4
percent of Final Average Pay multiplied by number of years of credited service greater than 30 years.
|
•
|
The benefit is then reduced by (B) an amount equal to 1-
2
/
3
percent of the estimated Social Security Primary Insurance Amount multiplied by number of credited years of service, up to a maximum of 30 years.
|
•
|
The (A) portion of the benefit is reduced by
5
/
12
percent for each month that retirement precedes age 60 (down to age 55), with the early retirement benefit at age 55 being 75 percent of the unreduced benefit. The (B) portion of the benefit is reduced by
7
/
12
percent for each month that retirement precedes age 65 and an additional
7
/
24
percent for each month that retirement precedes age 60, with the reduction at age 55 being 47.5 percent of the unreduced benefit.
|
(2)
|
Career Pay (cash balance) formula
|
•
|
The retirement benefit is expressed as an account balance, comprised of pay credits and indexing adjustments.
|
•
|
Pay credits equal seven percent of pay for the year up to the Social Security (FICA) Wage Base ($113,700 in 2013, $117,000 in 2014, and $118,500 in 2015) plus 12 percent of pay that exceeds the Wage Base for the year.
|
•
|
Beginning November 1, 2014, in connection with the SCIRP's standard termination, the indexing adjustment was fixed at 4.22 percent annually.
|
Name
|
|
Executive
Contributions
in 2015
($)
|
|
Registrant
Contributions
in 2015
($)
|
|
Aggregate
Earnings in 2015
(1)
($)
|
|
Aggregate
Withdrawals/
Distributions
in 2015
($)
|
|
Aggregate
Balance at
December 31, 2015
($)
|
|||||
M. J. Hennigan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|||||
P. Gvazdauskas
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|||||
K. Shea-Ballay
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Senior Vice President, General Counsel
|
|
|
|
|
|
|
|
|
|
|
|||||
& Secretary
|
|
|
|
|
|
|
|
|
|
|
|||||
K. Lauterbach
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Senior Vice President, Lease Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|||||
D. Chalson
|
|
141,292
|
|
|
—
|
|
|
(31,788
|
)
|
|
—
|
|
|
296,497
|
|
Senior Vice President, Operations
|
|
|
|
|
|
|
|
|
|
|
|||||
M. Salinas, Jr.
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Former Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These amounts reflect the net gains (losses) attributable to the investment funds in which the NEOs are deemed to have chosen to invest their contributions under the ETP DC Plan.
|
Name
|
|
Executive
Contributions
in 2015
($)
|
|
Registrant
Contributions
in 2015
($)
|
|
Aggregate
Earnings in 2015
(1)
($)
|
|
Aggregate
Withdrawals/
Distributions in 2015
($)
|
|
Aggregate
Balance at
December 31, 2015
($)
|
|||||
M. J. Hennigan
|
|
—
|
|
|
—
|
|
|
(139,657
|
)
|
|
—
|
|
|
3,322,516
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|||||
P. Gvazdauskas
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|||||
K. Shea-Ballay
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Senior Vice President, General Counsel
|
|
|
|
|
|
|
|
|
|
|
|||||
& Secretary
|
|
|
|
|
|
|
|
|
|
|
|||||
K. Lauterbach
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Senior Vice President, Lease Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|||||
D. Chalson
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Senior Vice President, Operations
|
|
|
|
|
|
|
|
|
|
|
|||||
M. Salinas, Jr.
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Former Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These amounts reflect the net gains (losses) attributable to the investment funds in which the NEOs are deemed to have chosen to invest their contributions under the ETP Deferred Compensation Plan for Former Sunoco Executives.
|
•
|
Retirement:
|
•
|
SCIRP/Pension Restoration Plan
: The benefits payable to the NEOs upon retirement are described above in the section entitled "Pension Benefits."
|
•
|
LTIP
: Outstanding restricted units would be forfeited unless specified in the applicable award agreement. The NEOs' December 2015 award agreements provide that a NEO with at least ten years of service with the general partner, who leaves the general partner voluntarily due to retirement, is eligible for accelerated vesting of 40 percent of his or her award for a NEO age 65 to 68 or 50 percent of his or her award for a NEO over age 68
.
Under the assumptions described above, none of the restricted units granted in December 2015 would vest upon a NEO's retirement because none of the NEOs met the age criteria for vesting at such time
.
|
•
|
Voluntary Termination:
Mr. Lauterbach elected to defer his benefits under the SCIRP and would be eligible for payment of his SCIRP benefit from the selected insurance company upon voluntary termination. NEOs participating in the Pension Restoration Plan (Ms. Shea-Ballay and Mr. Chalson) would be eligible to receive their benefit as a lump sum six months following their date of termination.
|
•
|
Involuntary Termination-For Cause:
Benefits accrued under the SCIRP and Pension Restoration Plan would be paid according to the terms of those plans applicable to terminated or retirement eligible employees, as described in the Voluntary Termination section above.
|
•
|
Involuntary Termination-Not for Cause:
|
•
|
SCIRP/Pension Restoration Plan
: Benefits accrued under the SCIRP and Pension Restoration Plan would be paid according to the terms of those plans applicable to terminated or retirement eligible employees, as described in the Voluntary Termination section above.
|
•
|
LTIP
: Outstanding restricted units would be forfeited unless specified in the applicable award agreement. Mr. Hennigan's award agreement for restricted units granted in December 2014 and his October 5, 2012 Offer Letter provide for vesting immediately upon involuntary not-for-cause termination. Under the assumptions described above, Mr. Hennigan's restricted units granted in December 2014 and December 2012 would vest at a total value of $4,190,969 upon his involuntary not-for-cause termination, which value includes DER payments due to accelerated vesting of unit ownership.
|
•
|
Involuntary Termination-Change of Control:
|
•
|
SCIRP/Pension Restoration Plan
: Benefits accrued under the SCIRP and Pension Restoration Plan would be paid according to the terms of those plans applicable to terminated or retirement eligible employees, as described in the Voluntary Termination section above.
|
•
|
LTIP
: Under the version of the LTIP prior to the amended and restated LTIP adopted on December 1, 2015 (the "Original LTIP"), unless specified otherwise in the applicable award agreement, if a change of control occurs, there is a "double trigger" mechanism, requiring both a change of control and a qualifying termination of employment (as defined in the plan) following such change of control, to trigger the payment of outstanding restricted units and accompanying DER payments. All restricted units granted prior to December 1, 2015 remain subject to the terms and conditions of the Original LTIP. Under the amended and restated LTIP, awards may also become vested upon a change of control at the discretion of the Compensation Committee, or if otherwise specified in the applicable award agreement. The NEOs' December 2015 award agreements provide for vesting immediately upon a change of control. Under the assumptions described
|
•
|
ETP DC Plan and ETP Deferred Compensation Plan for Former Sunoco Executives
:
As discussed in our CD&A above, all amounts under the ETP DC Plan and the ETP Deferred Compensation Plan for Former Sunoco Executives (other than discretionary credits) are 100 percent vested. Upon a change in control (as defined in the ETP DC Plan and the ETP Deferred Compensation Plan for Former Sunoco Executives), distributions from the ETP DC Plan and/or the ETP Deferred Compensation Plan for Former Sunoco Executives would be made in accordance with the normal distribution provisions. A change in control is generally defined in the ETP DC Plan and the ETP Deferred Compensation Plan for Former Sunoco Executives as any change in control event within the meaning of Treasury Regulation Section 1.409A-3(i)(5).
|
•
|
Death:
|
•
|
SCIRP/Pension Restoration Plan
: Due to the SCIRP's standard termination, Mr. Lauterbach's spouse, beneficiary(ies) or estate would receive from the selected insurance company 100 percent of his benefit accrued under the Career Pay formula. The spouse, beneficiary(ies) or estate of Ms. Shea-Ballay and Mr. Chalson, as applicable, would be eligible to receive 100 percent of his or her benefit payable from the Pension Restoration Plan.
|
•
|
LTIP
:
Outstanding restricted units would be forfeited unless specified in the applicable award agreement. The NEOs' December 2015 and December 2014 award agreements, as well as Mr. Hennigan's October 5, 2012 Offer Letter, provide for vesting immediately upon death. Under the assumptions described above, Mr. Hennigan's restricted units granted in December 2015, December 2014 and December 2012 would vest at a total value of $7,191,444, and Messrs. Gvazdauskas', Lauterbach's and Chalson's and Ms. Shea-Ballay's restricted units granted in December 2015 and December 2014 would vest at a total value of $851,024, $636,345, $667,916 and $818,012, respectively, upon his or her death, each of which values includes DER payments due to accelerated vesting of unit ownership.
|
•
|
Life Insurance
:
In the event of death, the NEOs participate in the life insurance plans offered to all of our employees (i.e., basic life insurance benefits equal to one and one-half times the NEO's annual base salary, up to a maximum of $750,000 plus any supplemental life insurance benefit (one times to six times base salary, to a maximum of $2,000,000) elected and paid for by the NEO).
|
•
|
Termination Due to Disability:
|
•
|
SCIRP/Pension Restoration Plan
: Benefits accrued under the SCIRP and Pension Restoration Plan would be paid according to the terms of those plans applicable to terminated or retirement eligible employees, as described in the Voluntary Termination section above.
|
•
|
LTIP
: Under the Original LTIP, all unvested restricted units will be paid out as awarded in the event of permanent disability. All restricted units granted prior to December 1, 2015 remain subject to the terms and conditions of the Original LTIP. Under the amended and restated LTIP, outstanding restricted units would be forfeited unless specified in the applicable award agreement. The NEOs' December 2015 award agreements provide for vesting immediately upon termination due to disability. Under the assumptions described above, all outstanding restricted units held by the NEOs would vest for Messrs. Hennigan, Gvazdauskas, Lauterbach and Chalson and Ms. Shea-Ballay at a total value of $10,961,057, $1,236,424, $1,208,206, $1,239,777 and $1,389,873, respectively, upon his or her termination due to disability, each of which values includes DER payments due to accelerated vesting of unit ownership.
|
•
|
Long Term Disability
:
The Executive Long Term Disability Plan ("ELTD") provides salary replacement benefits to executives, who become eligible before age 60, at the Senior Vice President level or higher. To participate, an executive must make an affirmative election during the biannual open enrollment. The ELTD pays benefits if the participant is deemed to be disabled, as defined by the ELTD, by the general partner's disability plan administrator. The ELTD provides salary replacement benefits (up to $7,500 per month) that are in addition to our long-term disability plan benefit that is available to all salaried employees on a nondiscriminatory basis (which benefits are up to 60 percent of total monthly compensation or $10,000 per month, whichever is less, including Social Security). While the cost of the ELTD is paid entirely by the Partnership, the executive has the option under the ELTD to increase his or her coverage by an additional $2,500 per month. This additional benefit is available to participants who pay the full cost of the
|
•
|
annual retainers for the chairs of the Audit Committee and Compensation Committee, which were $15,000 and $7,500, respectively, in cash (paid quarterly) for 2015;
|
•
|
annual retainers for the members of the Audit and Compensation Committees, which were $10,000 and $5,000, respectively, in cash (paid quarterly) for 2015; and
|
•
|
per meeting fees for the members of the Audit Committee and Compensation Committee, which were $1,200 and $1,200, respectively, in cash per meeting for 2015.
|
Name
|
|
Fees Earned
or Paid in
Cash
(1)
($)
|
|
Unit
Awards
(2)
($)
|
|
All Other
Compensation
(3)
($)
|
|
Total
($)
|
||||
Steven R. Anderson
|
|
89,400
|
|
|
100,004
|
|
|
22,813
|
|
|
212,217
|
|
Independent Director, Chair of Conflicts Committee and Member of Audit and Compensation Committee
|
|
|
|
|
|
|
|
|
||||
Scott A. Angelle
|
|
89,500
|
|
|
100,004
|
|
|
22,813
|
|
|
212,317
|
|
Independent Director, Chair of Compensation Committee and Member of Audit and Conflicts Committees
|
|
|
|
|
|
|
|
|
||||
Basil Leon Bray
|
|
94,400
|
|
|
100,004
|
|
|
22,813
|
|
|
217,217
|
|
Independent Director, Chair of Audit Committee and Member of Compensation and Conflicts Committees
|
|
|
|
|
|
|
|
|
||||
James R. ("Rick") Perry
|
|
25,000
|
|
|
101,250
|
|
|
2,240
|
|
|
128,490
|
|
Independent Director and Member of the Compensation Committee
|
|
|
|
|
|
|
|
|
||||
Marshall S. ("Mackie") McCrea, III
|
|
—
|
|
|
2,407,594
|
|
|
198,484
|
|
|
2,606,078
|
|
Chairman of the Board of Directors
|
|
|
|
|
|
|
|
|
||||
Jamie Welch
|
|
—
|
|
|
568,346
|
|
|
44,619
|
|
|
612,965
|
|
Director
|
|
|
|
|
|
|
|
|
||||
Thomas P. Mason
|
|
—
|
|
|
568,346
|
|
|
25,926
|
|
|
594,272
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts shown in this column reflect the cash fees received by directors during 2015.
|
(2)
|
The amounts shown in this column reflect the aggregate grant date fair value of restricted unit awards under the LTIP, calculated in accordance with FASB ASC Topic 718. See Note 14 to our consolidated financial statements for fiscal 2015 for additional detail regarding assumptions underlying the value of these equity awards.
|
(3)
|
The amounts shown in this column reflect the cash payments made to each director during 2015, which were equal to each cash distribution per common unit made by us on our common units during 2015 with respect to each common unit subject to a restricted unit held by such director that has not either vested or been forfeited.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITYHOLDER MATTERS
|
Title of Class
|
Name of Beneficial Owner
(1)
|
|
Number of
Units
Beneficially Owned
(2)
|
|
Percentage of
Class of Units
Beneficially Owned
|
||
Common Units
|
Energy Transfer Partners, L.P.
|
|
67,061,274
|
|
|
24.6
|
%
|
|
Tortoise Capital Advisors, L.L.C.
(3)
|
|
27,460,010
|
|
|
10.1
|
%
|
|
OppenheimerFunds, Inc.
(4)
|
|
16,425,326
|
|
|
6.0
|
%
|
|
Steven R. Anderson
|
|
14,978
|
|
|
*
|
|
|
Scott A. Angelle
|
|
4,978
|
|
|
*
|
|
|
Basil Leon Bray
|
|
7,128
|
|
|
*
|
|
|
James R. ("Rick") Perry
|
|
—
|
|
|
*
|
|
|
Michael J. Hennigan
(5)
|
|
372,416
|
|
|
*
|
|
|
Thomas P. Mason
|
|
—
|
|
|
*
|
|
|
Marshall S. ("Mackie") McCrea, III
|
|
35,609
|
|
|
*
|
|
|
Jamie Welch
|
|
—
|
|
|
*
|
|
|
Peter J. Gvazdauskas
|
|
24,799
|
|
|
*
|
|
|
Kathleen Shea-Ballay
|
|
50,571
|
|
|
*
|
|
|
Kurt A. Lauterbach
|
|
136,983
|
|
|
*
|
|
|
David R. Chalson
|
|
83,238
|
|
|
*
|
|
|
All directors and executive officers as a group (12 persons)
|
|
730,700
|
|
|
*
|
|
Class B Units
|
Energy Transfer Partners, L.P.
(6)
|
|
9,416,196
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
*
|
Less than 0.5 percent.
|
(1)
|
The address for Messrs. Anderson, Angelle, Bray, Perry, Hennigan, Mason, McCrea, Welch, Gvazdauskas, Shea-Ballay, Lauterbach, and Chalson is 3807 West Chester Pike, Newtown Square, Pennsylvania 19073. The address for
ETP is 8111 Westchester Drive, Suite 600, Dallas, Texas 75225. The principal business address given for Tortoise Capital Advisors,
L.L.C. in the Schedule 13G filed on February 5, 2016 is 11550 Ash Street, Suite 300, Leawood, Kansas 66211. The principal business address given for OppenheimerFunds, Inc. in the Schedule 13G filed on February 5, 2016 is Two World Financial Center, 225 Liberty Street, New York, New York 10281. The principal business address given for Goldman Sachs Asset
Management in the Schedule 13G filed on February 10, 2016 is 200 West Street, New York, New York 10282.
|
(2)
|
Beneficial ownership for the purposes of the foregoing table is defined by Rule 13d-3 under the Exchange Act. Under that rule,
a person is generally considered to be the beneficial owner of a security if he has or shares the power to vote or direct the voting
thereof or to dispose or direct the disposition thereof or has the right to acquire either of those powers within sixty (60) days.
|
(3)
|
Tortoise Capital Advisors, L.L.C., a Delaware limited liability company, filed a Schedule 13G on February 5, 2016 to report
that, as of December 31, 2015, it had sole voting and dispositive power over 464,284 common units of the Partnership, shared voting
power over 24,540,294 common units of the Partnership, shared dispositive power over 26,995,726 common units of the Partnership, and beneficial ownership of 27,460,010 common units of the Partnership.
|
(4)
|
OppenheimerFunds, Inc., a Colorado corporation, filed a Schedule 13G on February 5, 2016 to report that, as of December 31, 2015, it had shared voting and dispositive power over 16,425,326 common units of the Partnership. OppenheimerFunds, Inc. disclaims beneficial ownership of the 16,425,326 common units of the Partnership pursuant to Rule 13d-4 of the Exchange Act.
|
(5)
|
Mr. Hennigan's spouse has voting and investment power with respect to 14,400 of these units.
|
(6)
|
On October 8, 2015, the Partnership issued 9,416,196 Class B units to ETP. The Class B units have the same terms and
conditions of voting rights as the Partnership's common units, but will not be entitled to receive quarterly distributions that are
made on the Partnership's common units.
|
Name of Beneficial Owner
|
|
Common Units of
Energy Transfer
Partners, L.P.
Beneficially Owned
(1)
|
|
Percentage of
Energy Transfer
Partners, L.P
Common Units
Beneficially Owned
|
|
Steven R. Anderson
|
|
10,025
|
|
|
*
|
Scott A. Angelle
|
|
—
|
|
|
*
|
Basil Leon Bray
|
|
3,142
|
|
|
*
|
James R. ("Rick") Perry
|
|
10
|
|
|
|
Michael J. Hennigan
|
|
—
|
|
|
*
|
Thomas P. Mason
(2)
|
|
115,044
|
|
|
*
|
Marshall S. ("Mackie") McCrea, III
(2) (3)
|
|
345,383
|
|
|
*
|
Jamie Welch
(2) (4)
|
|
40,000
|
|
|
*
|
Peter J. Gvazdauskas
|
|
—
|
|
|
|
Kathleen Shea-Ballay
|
|
879
|
|
|
*
|
Kurt A. Lauterbach
|
|
—
|
|
|
*
|
David R. Chalson
|
|
—
|
|
|
*
|
All directors and executive officers as a group (12 persons)
|
|
514,483
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
*
|
Less than 0.5 percent.
|
(1)
|
Beneficial ownership for the purposes of the foregoing table is defined by Rule 13d-3 under the Exchange Act. Under that rule, a person is generally considered to be the beneficial owner of a security if he has or shares the power to vote or direct the voting thereof or to dispose or direct the disposition thereof or has the right to acquire either of those powers within sixty (60) days.
|
(2)
|
Due to their positions as officers or directors of the general partner of ETE, certain officers and directors of our general partner, who are also officers or directors of ETE's general partner, may be deemed to own beneficially certain limited partnership interests in ETP, held by ETE, to the extent of their respective interests therein. Any such deemed ownership is not reflected in the table.
|
(3)
|
23,640 of these ETP common units are held in the Jacob McCrea 2012 Trust over which Mr. McCrea maintains control.
|
(4)
|
Mr Welch's spouse has voting and investment power with respect to these 40,000 ETP common units.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Payments to the general partner and its affiliates
|
We paid the general partner an administrative fee, $9 million for the year ended December 31, 2015, for the provision of various general and administrative services for our benefit. In addition, the general partner is entitled to reimbursement for all expenses it incurs on our behalf, including other general and administrative expenses. These reimbursable expenses include the salaries and the cost of employee benefits of employees of the general partner who provide services to us. The general partner has sole discretion in determining the amount of these expenses.
|
Removal or withdrawal of the general partner
|
If our general partner withdraws or is removed, its general partner interest and its incentive distribution rights will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests as provided in the Partnership Agreement.
|
Liquidation
|
Upon liquidation, the partners, including our general partner, will be entitled to receive liquidating distributions according to their particular capital account balances.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
|
For the Year Ended December 31,
|
||||||
Type of Fee
|
|
2015
|
|
2014
|
||||
|
|
(in millions)
|
||||||
Audit Fees
(1)
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
Audit Related Fees
|
|
—
|
|
|
—
|
|
||
Tax Fees
|
|
—
|
|
|
—
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
(1)
|
Audit fees consist of fees for the audit of the Partnership's annual consolidated financial statements, review of consolidated financial statements included in the Partnership's quarterly reports on Form 10-Q, review of registration statements, issuance of comfort letters and consents, and review of documents filed with the SEC. Audit fees also include the fees for the audit of the Partnership's internal control as required by Section 404 of the Sarbanes-Oxley Act of 2002.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
The following documents are filed as part of this report:
|
(a)
|
The financial statements and notes thereto are included in Item 8. Financial Statements and Supplementary Data.
|
(b)
|
All financial statement schedules required are included in the financial statements or notes thereto.
|
(c)
|
Exhibits:
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
2.1*
|
|
Asset and Membership Interest Purchase and Sale Agreement between Texon Distributing L.P. d/b/a Texon L.P. and Butane Acquisition I LLC, dated as of June 25, 2010 (incorporated by reference to Exhibit 2.1 of Form 10-Q, File No. 1-31219, filed August 4, 2010)
|
|
|
|
2.1.1*
|
|
Schedules and Exhibits to Asset and Membership Interest Purchase and Sale Agreement omitted from this filing. Registrant hereby undertakes, pursuant to Regulation S-K Item 601(b)(2) to furnish any such schedules and exhibits to the SEC supplementally, upon request (incorporated by reference to Exhibit 2.1.1 of Form 10-Q, File No. 1-31219, filed August 4, 2010)
|
|
|
|
3.1*
|
|
Certificate of Limited Partnership of Sunoco Logistics Partners L.P. (incorporated by reference to Exhibit 3.1 of Form S-1 Registration Statement, File No. 333-71968, filed October 22, 2001)
|
|
|
|
3.1.1 *
|
|
Amendment to the Certificate of Limited Partnership of Sunoco Logistics Partners L.P. dated as of August 28, 2015 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed September 1, 2015)
|
|
|
|
3.2*
|
|
Certificate of Limited Partnership of Sunoco Logistics Partners Operations L.P. (incorporated by reference to Exhibit 3.1 of Amendment No. 1 to Form S-1 Registration Statement, File No. 333-71968, filed December 18, 2001)
|
|
|
|
3.3*
|
|
First Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners Operations L.P., dated as of February 8, 2002 (incorporated by reference to Exhibit 3.4 of Form 10-K, File No. 1-31219, filed April 1, 2002)
|
|
|
|
3.4*
|
|
Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., dated as of January 26, 2010 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed January 28, 2010)
|
|
|
|
3.4.1*
|
|
Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., dated as of July 1, 2011 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed July 5, 2011)
|
|
|
|
3.4.2*
|
|
Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., dated as of November 21, 2011 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed November 28, 2011)
|
|
|
|
3.4.3*
|
|
Amendment No. 3 to Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., dated as of June 12, 2014 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed June 17, 2014)
|
|
|
|
3.4.4*
|
|
Amendment No. 4 to Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., dated as of July 30, 2014 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed August 4, 2014)
|
|
|
|
3.4.5 *
|
|
Amendment No. 5 to Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., dated as of August 28, 2015 (incorporated by reference to Exhibit 3.2 of Form 8-K, File No. 1-31219, filed September 1, 2015)
|
|
|
|
3.4.6*
|
|
Amendment No. 6 to Third Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., dated as of October 8, 2015 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed October 15, 2015)
|
|
|
|
3.5*
|
|
Fifth Amended and Restated Limited Liability Company Agreement of Sunoco Partners LLC, dated October 31, 2013 (incorporated by reference to Exhibit 3.1 of Form 8-K, File No. 1-31219, filed November 1, 2013)
|
4.1*
|
|
Indenture, dated as of December 16, 2005, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, Sunoco Partners Marketing & Terminals L.P., as subsidiary guarantor, Sunoco Pipeline L.P., as subsidiary guarantor, and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.4 of Registration Statement on Form S-3, File No. 333-130564, filed December 21, 2005)
|
|
|
|
4.1.1*
|
|
First Supplemental Indenture, dated as of May 8, 2006, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, Sunoco Partners Marketing & Terminals L.P., as subsidiary guarantor, Sunoco Pipeline L.P., as subsidiary guarantor, and Citibank, N.A., as trustee (incorporated by reference to Exhibit 1.3 of Form 8-K, File No. 1-31219, filed May 8, 2006)
|
|
|
|
4.1.2*
|
|
Second Supplemental Indenture, dated as of February 6, 2009, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 1.2 of Form 8-K, File No. 1-31219, filed February 6, 2009)
|
|
|
|
4.1.3*
|
|
Third Supplemental Indenture, dated as of February 12, 2010, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 1.2 of Form 8-K, File No. 1-31219, filed February 12, 2010)
|
|
|
|
4.1.4*
|
|
Fourth Supplemental Indenture, dated as of February 12, 2010, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 1.3 of Form 8-K, File No. 1-31219, filed February 12, 2010)
|
|
|
|
4.1.5*
|
|
Fifth Supplemental Indenture, dated as of August 2, 2011, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 1.2 of Form 8-K, File No. 1-31219, filed August 2, 2011)
|
|
|
|
4.1.6*
|
|
Sixth Supplemental Indenture, dated as of August 2, 2011, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 1.3 of Form 8-K, File No. 1-31219, filed August 2, 2011)
|
|
|
|
4.1.7*
|
|
Seventh Supplemental Indenture, dated as of January 10, 2013, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No.1-31219, filed January 10, 2013)
|
|
|
|
4.1.8*
|
|
Eighth Supplemental Indenture, dated as of January 10, 2013, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.4 of Form 8-K, File No.1-31219, filed January 10, 2013)
|
|
|
|
4.1.9*
|
|
Ninth Supplemental Indenture, dated as of April 3, 2014, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-31219, filed April 3, 2014)
|
|
|
|
4.1.10*
|
|
Tenth Supplemental Indenture, dated as of April 3, 2014, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.4 of Form 8-K, File No. 1-31219, filed April 3, 2014)
|
|
|
|
4.1.11*
|
|
Eleventh Supplemental Indenture, dated as of November 17, 2014, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.4 of Form 8-K, File No. 1-31219, filed November 17, 2014)
|
|
|
|
4.1.12*
|
|
Twelfth Supplemental Indenture, dated as of November 17, 2015, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, File No. 1-31219, filed November 17, 2015)
|
|
|
|
4.1.13*
|
|
Thirteenth Supplemental Indenture, dated as of November 17, 2015, by and among Sunoco Logistics Partners Operations L.P., as issuer, Sunoco Logistics Partners L.P., as guarantor, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.4 of Form 8-K, File No. 1-31219, filed November 17, 2015)
|
|
|
|
4.2*
|
|
Form of Subordinated Indenture (incorporated by reference to Exhibit 4.8 of Registration Statement on Form S-3, File No. 333-103710, filed March 10, 2003)
|
|
|
|
4.3*
|
|
Sunoco Partners LLC Long-Term Incentive Plan, as amended and restated as of December 1, 2015 (incorporated by reference to Exhibit A to the Definitive Proxy Statement on Schedule 14A, filed October 21, 2015)
|
|
|
|
10.1*
|
|
Contribution, Conveyance and Assumption Agreement, dated as of February 8, 2002, among Sunoco, Inc., Sun Pipe Line Company of Delaware, Sunoco, Inc. (R&M), Atlantic Petroleum Corporation; Sunoco Texas Pipe Line Company, Sun Oil Line of Michigan (Out) LLC, Mid-Continent Pipe Line (Out) LLC, Sun Pipe Line Services (Out) LLC, Atlantic Petroleum Delaware Corporation, Atlantic Pipeline (Out) L.P., Sunoco Partners LLC, Sunoco Partners Lease Acquisition & Marketing LLC, Sunoco Logistics Partners L.P., Sunoco Logistics Partners GP LLC, Sunoco Pipeline L.P., Sunoco Partners Marketing & Terminals L.P., Sunoco Mid-Con (In) LLC, Atlantic (In) L.P., Sunoco Logistics Partners Operations L.P., Sunoco Logistics Partners Operations GP LLC, Atlantic R&M (In) L.P., Sun Pipe Line Services (In) L.P., Sunoco Michigan (In) LLC, Atlantic (In) LLC, Sunoco Logistics Pipe Line GP LLC, Sunoco R&M (In) LLC, and Atlantic Refining & Marketing Corp. (incorporated by reference to Exhibit 10.4 of Form 10-K, File No. 1-31219, filed April 1, 2002)
|
|
|
|
10.2*
|
|
Omnibus Agreement, dated as of February 8, 2002, by and among Sunoco, Inc., Sunoco, Inc. (R&M), Sunoco Logistics Pipe Line Company of Delaware, Atlantic Petroleum Corporation, Sunoco Texas Pipe Line Company, Sun Pipe Line Services (Out) LLC, Sunoco Logistics Partners L.P., Sunoco Logistics Partners Operations L.P., and Sunoco Partners LLC (incorporated by reference to Exhibit 10.5 of Form 10-K, File No. 1-31219, filed April 1, 2002)
|
|
|
|
10.2.1*
|
|
Amendment No. 2011-1 to Omnibus Agreement, dated as of February 22, 2011, and effective January 1, 2011, by and among Sunoco, Inc., Sunoco, Inc. (R&M), Sun Pipe Line Company of Delaware LLC, Atlantic Petroleum Corporation, Sunoco Logistics Partners L.P., Sunoco Logistics Partners Operations L.P., Sunoco Pipeline L.P. and Sunoco Partners LLC (incorporated by reference to Exhibit 10.6.1 of Form-K, File No. 1-31219 filed February 23, 2011)
|
|
|
|
10.3*
|
|
Amended and Restated Treasury Services Agreement, dated as of November 26, 2003, by and among Sunoco, Inc., Sunoco Logistics Partners L.P., Sunoco Logistics Partners Operations L.P., Sunoco Pipeline L.P., and Sunoco Partners Marketing & Terminals L.P. (incorporated by reference to Exhibit 10.7.1 of Form 10-K, File No. 1-31219, filed March 4, 2004)
|
10.4*
|
|
Intellectual Property and Trademark License Agreement, dated as of February 8, 2002, among Sunoco, Inc., Sunoco, Inc. (R&M), Sunmarks, Inc., Sunoco Logistics Partners L.P., Sunoco Logistics Partners Operations L.P., Sunoco Partners Marketing & Terminals L.P., Sunoco Pipeline L.P., and Sunoco Partners LLC (incorporated by reference to Exhibit 10.8 of Form 10-K, File No. 1-31219, filed April 1, 2002)
|
|
|
|
10.5*
|
|
Inter-Refinery Pipeline Lease, dated as of February 8, 2002, between Sunoco Pipeline L.P., and Sunoco, Inc. (R&M) (incorporated by reference to Exhibit 10.9 of Form 10-K, File No. 1-31219, filed April 1, 2002)
|
|
|
|
10.6.1*
|
|
Form of Time-Vested Restricted Unit Agreement under the Sunoco Partners LLC Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9.2 of Form 10-K, File No. 1-31219, filed March 1, 2013)
|
|
|
|
10.6.2
|
|
Michael J. Hennigan and Marshall S. (Mackie) McCrea, III Form of December 2014 Time-Vested Restricted Unit Agreement under the Sunoco Partners LLC Long-Term Incentive Plan
|
|
|
|
10.6.3
|
|
Form of Time-Vested Restricted Unit Agreement under the Sunoco Partners LLC Long-Term Incentive Plan, as amended and restated as of December 1, 2015
|
|
|
|
10.7*
|
|
Sunoco Partners LLC Amended and Restated Annual Short-Term Incentive Bonus Plan, dated as of January 1, 2014 (incorporated by reference to Exhibit 10.1 of Form 10-Q, File No. 1-31219, filed May 8, 2014)
|
|
|
|
10.8**
|
|
Crude Oil Pipeline Throughput and Deficiency Agreement between Motiva Enterprises LLC and Sunoco Pipeline L.P., dated as of December 15, 2006 (incorporated by reference to Exhibit 10.19 of Form 10-K, File No. 1-31219, filed February 23, 2007)
|
|
|
10.9**
|
|
Marine Dock and Terminalling Agreement between Motiva Enterprises LLC and Sunoco Partners Marketing & Terminals L.P., dated as of December 15, 2006 (incorporated by reference to Exhibit 10.20 of Form 10-K, File No. 1-31219, filed February 23, 2007)
|
|
|
|
10.10*
|
|
Membership Interest Purchase Agreement, effective as of July 27, 2006, between Sunoco, Inc. and Sunoco Pipeline Acquisition LLC (incorporated by reference to Exhibit 10.1 of Form 10-Q, File No. 1-31219, filed August 2, 2006)
|
|
|
|
10.11**
|
|
Product Terminal Services Agreement, dated as of May 1, 2007, among Sunoco, Inc. (R&M) and Sunoco Partners Marketing & Terminals L.P. (incorporated by reference to Exhibit 10.1 of Form 10-Q, File No. 1-31219, filed July 31, 2007)
|
|
|
|
10.11.1*
|
|
Letter Agreement, dated January 19, 2012, amending Product Terminal Services Agreement (incorporated by reference to Exhibit 10.17.1 of Form 10-K, File No. 1-31219, filed February 24, 2012)
|
|
|
|
10.12*
|
|
Repurchase Agreement between Sunoco Logistics Partners L.P. and Sunoco Partners LLC, dated January 26, 2010 (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-31219, filed January 28, 2010)
|
|
|
|
10.13*
|
|
Contribution Agreement, dated as of June 29, 2011, to be effective July 1, 2011, by and among Sunoco, Inc. (R&M), Sunoco Logistics Partners L.P., and certain subsidiaries and affiliates of Sunoco Logistics Partners L.P. (incorporated by reference to Exhibit 10.1 of Form 10-Q/A, File No. 1-31219, filed August 8, 2011)
|
|
|
|
10.14*
|
|
Letter Agreement dated November 2, 2011, by and between Sunoco Partners LLC and Michael J. Hennigan, President and Chief Operating Officer (incorporated by reference to Exhibit 10.3 of Form 10-Q, File No. 1-31219, filed November 3, 2011)
|
|
|
|
10.15*
|
|
Letter Agreement with Michael J. Hennigan, President and Chief Executive Officer, dated October 4, 2012 (incorporated by reference to Exhibit 10.3 of Form 10-Q, File No. 1-31219, filed November 8, 2012)
|
|
|
|
10.16*
|
|
Exchange Agreement, dated as of September 16, 2015, between Energy Transfer Partners, L.P., La Grange Acquisition, L.P., Sunoco Logistics Partners L.P. and Sunoco Pipeline L.P. for membership interest in Bakken Holdings Company LLC (incorporated by reference to Exhibit 10.1 of Form 8-K, File No. 1-31219, filed October 15, 2015)
|
|
|
|
10.17*
|
|
Unitholder Agreement, dated as of October 8, 2015, between Energy Transfer Partners, L.P. and Sunoco Logistics Partners L.P. (incorporated by reference to Exhibit 10.2 of Form 8-K, File No. 1-31219, filed October 15, 2015)
|
|
|
|
10.18*
|
|
$2,500,000,000 Amended and Restated Credit Agreement, dated as of March 20, 2015, among Sunoco Logistics Partners Operations L.P., as the Borrower; Sunoco Logistics Partners L.P., as the Guarantor; Citibank, N.A., as Administrative Agent, Swingline Lender and a LC Issuer; and the other LC Issuers and Lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 10-Q, File No. 1-31219, filed May 7, 2015)
|
|
|
|
10.19*
|
|
Amendment No. 1 to the $2,500,000,000 Amended and Restated Credit Agreement, dated as of June 29, 2015, among Sunoco Logistics Partners Operations L.P., as the Borrower; Sunoco Logistics Partners L.P., as the Guarantor; Citibank, N.A., as Administrative Agent, Swing Line Lender and a LC Issuer; and the other LC Issuers and Lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 10-Q, File No. 1-31219, filed August 6, 2015)
|
|
|
|
10.20**
|
|
Agreement and Plan of Merger, dated as of April 29, 2012 by and among Sunoco, Inc., Energy Transfer Partners, L.P., Sam Acquisition Corporation, Energy Transfer Partners GP, L.P., and, for certain limited purposes set forth therein, Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 99.1 of Form 8-K, File No. 1-31219, filed May 2, 2012)
|
|
|
|
10.21
|
|
Energy Transfer Partners Deferred Compensation Plan for Former Sunoco Executives effective October 5, 2012
|
|
|
|
12.1
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
14.1*
|
|
Code of Ethics for Senior Officers (incorporated by reference to Exhibit 14.1 of Form 10-K, File No. 1-31219, filed March 4, 2004)
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
16.1*
|
|
Letter from Ernst & Young LLP to the Securities and Exchange Commission, dated April 4, 2013, regarding the change in certifying accountant (incorporated by reference to Exhibit 16.1 of Form 8-K, File No. 1-31219, filed April 4, 2013)
|
|
|
|
21.1
|
|
Subsidiaries of Sunoco Logistics Partners L.P.
|
|
|
|
23.1
|
|
Consent of Grant Thornton LLP
|
|
|
|
24.1
|
|
Power of Attorney
|
|
|
|
31.1
|
|
Officer Certification Pursuant to Exchange Act Rule 13a-14(a)
|
|
|
|
31.2
|
|
Officer Certification Pursuant to Exchange Act Rule 13a-14(a)
|
|
|
|
32.1
|
|
Officer Certification Pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. § 1350
|
|
|
|
101.1
|
|
The following consolidated financial information from Sunoco Logistics Partners L.P.’s Annual Report on Form 10-K for the year ended December 31, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Comprehensive Income; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Cash Flows; (iv) the Consolidated Statements of Equity; and, (v) the Notes to the Consolidated Financial Statements.
|
*
|
Each such exhibit has heretofore been filed with the Securities and Exchange Commission as part of the filing indicated and is incorporated herein by reference.
|
**
|
Confidential status has been requested for certain portions thereof pursuant to a Confidential Treatment Request filed February 23, 2007. Such provisions have been separately filed with the Commission.
|
|
|
|
Sunoco Logistics Partners L.P.
|
||
(Registrant)
|
||
|
|
|
B
Y
:
|
Sunoco Partners LLC (its General Partner)
|
|
|
|
|
By:
|
/s/ PETER J. GVAZDAUSKAS
|
|
|
|
|
|
|
Peter J. Gvazdauskas
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
STEVEN R. ANDERSON*
|
|
THOMAS P. MASON*
|
|
|
|
Steven R. Anderson
Director of Sunoco Partners LLC,
General Partner of
Sunoco Logistics Partners L.P.
|
|
Thomas P. Mason
Director of Sunoco Partners LLC,
General Partner of
Sunoco Logistics Partners L.P.
|
|
|
|
SCOTT A. ANGELLE*
|
|
MARSHALL S. MCCREA III*
|
|
|
|
Scott A. Angelle
Director of Sunoco Partners LLC,
General Partner of
Sunoco Logistics Partners L.P.
|
|
Marshall S. McCrea III
Director (Chairman) of
Sunoco Partners LLC, General Partner of
Sunoco Logistics Partners L.P.
|
|
|
|
BASIL LEON BRAY*
|
|
JAMES R. PERRY*
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|
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Basil Leon Bray
Director of Sunoco Partners LLC,
General Partner of
Sunoco Logistics Partners L.P.
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James R. Perry
Director of Sunoco Partners LLC,
General Partner of
Sunoco Logistics Partners L.P.
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|
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MICHAEL D. GALTMAN*
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MICHAEL J. HENNIGAN*
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Michael D. Galtman
Controller and Chief Accounting Officer of
Sunoco Partners LLC,
General Partner of
Sunoco Logistics Partners L.P.
(Principal Accounting Officer)
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Michael J. Hennigan
Director, President and Chief Executive Officer of
Sunoco Partners LLC,
General Partner of
Sunoco Logistics Partners L.P.
(Principal Executive Officer)
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|
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•
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Participants ages 65-68 are eligible for the accelerated vesting of 40% of the Award.
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•
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Participants over the age of 68 are eligible for the accelerated vesting of 50% of the Award.
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•
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Participants ages 65-68 are eligible for the accelerated vesting of 40% of the Award.
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•
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Participants over the age of 68 are eligible for the accelerated vesting of 50% of the Award.
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Year Ended
December 31, 2015
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||
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(in millions)
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||
Fixed Charges:
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|
||
Interest cost and debt expense
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$
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210
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|
Interest allocable to rental expense
(1)
|
7
|
|
|
Total
|
$
|
217
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|
Earnings:
|
|
||
Income before income tax expense
(2)
|
$
|
418
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|
Income before income tax expense attributable to noncontrolling interests
|
(5
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)
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|
Income before income tax expense attributable to redeemable noncontrolling interests
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(1
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)
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|
Equity in income of 50 percent or less owned affiliated companies
|
(24
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)
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|
Dividends received from 50 percent or less owned affiliated companies
(3)
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23
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Fixed charges
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217
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|
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Interest capitalized
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(76
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)
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Amortization of previously capitalized interest
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3
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Total
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$
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555
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|
|
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||
Ratio of Earnings to Fixed Charges
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2.6
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(1)
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Represents one-third of the total operating lease rental expense, which is that portion deemed to be interest.
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(2)
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Represents income before income tax expense for all consolidated entities, including Inland Corporation, Mid-Valley Pipeline Company, West Texas Gulf Pipe Line Company and Price River Terminal, LLC.
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(3)
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Represents dividends received from equity-method investments, which excludes dividends from Inland Corporation, Mid-Valley Pipeline Company, West Texas Gulf Pipe Line Company and Price River Terminal, LLC.
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Legal Entity Name
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Inc./Org./Reg.
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Sunoco Partners LLC
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Pennsylvania
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Sunoco Logistics Partners L.P.
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Delaware
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Sunoco Logistics Partners GP LLC
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|
Delaware
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Sunoco Logistics Partners Operations L.P.
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|
Delaware
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Sunoco Logistics Partners Operations GP LLC
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|
Delaware
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Sunoco Partners Lease Acquisition & Marketing LLC
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|
Delaware
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Sunoco Partners Marketing & Terminals L.P.
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Texas
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Sunoco Pipeline L.P.
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|
Texas
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Sunoco Pipeline Acquisition LLC
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Delaware
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Sun Pipe Line Company of Delaware LLC
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Delaware
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Mid-Valley Pipeline Company
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Ohio
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West Texas Gulf Pipe Line Company
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|
Delaware
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Excel Pipeline LLC
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Delaware
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Inland Corporation
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Ohio
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Price River Terminal, LLC
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Texas
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Sunoco Partners Real Estate Acquisition LLC
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|
Delaware
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Sunoco Partners Operating LLC
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|
Delaware
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Sunoco Partners Rockies LLC
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|
Delaware
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Sunoco Partners NGL Facilities LLC
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|
Delaware
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1.
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each of the undersigned individuals, in their capacity as a director or officer, or both, as hereinafter set forth below their signature, of SUNOCO PARTNERS LLC, a Pennsylvania limited liability company as the general partner of Sunoco Logistics Partners L.P. (the "Company"), does hereby constitute and appoint PETER J. GVAZDAUSKAS his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead in his or her respective capacity as a director or officer, or both, of the Company, as hereinafter set forth opposite his or her signature, to sign and to file the Sunoco Logistics Partners L.P. Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2015, and any and all amendments, with all exhibits, thereto and any and all other documents or instruments necessary or incidental in connection therewith; and
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|
2.
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the undersigned Company does hereby constitute and appoint PETER J. GVAZDAUSKAS its true and lawful attorney-in-fact and agent for it and in its name and on its behalf to sign and to file said Form 10-K and any and all amendments thereto and any and all instruments necessary or incidental in connection therewith.
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/s/ MICHAEL J. HENNIGAN
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Director, President and Chief Executive Officer
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Michael J. Hennigan
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(Principal Executive Officer)
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/s/ STEVEN R. ANDERSON
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Director
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Steven R. Anderson
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/s/ SCOTT A. ANGELLE
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|
Director
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Scott A. Angelle
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|
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/s/ BASIL LEON BRAY
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Director
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Basil Leon Bray
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|
|
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/s/ THOMAS P. MASON
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Director
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Thomas P. Mason
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/s/ MARSHALL S. MCCREA III
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Director (Chairman)
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Marshall S. McCrea III
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|
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/s/ JAMES R. PERRY
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Director
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James R. Perry
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/s/ MICHAEL D. GALTMAN
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|
Chief Accounting Officer and Controller
|
Michael D. Galtman
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(Principal Accounting Officer)
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ATTEST:
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|
/s/ KATHLEEN SHEA-BALLAY
|
Kathleen Shea-Ballay
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Senior Vice President,
|
General Counsel and Secretary
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1.
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I have reviewed this annual report on Form 10-K of Sunoco Logistics Partners L.P.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated entities, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ MICHAEL J. HENNIGAN
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Name: Michael J. Hennigan
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Title: President and Chief Executive Officer
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Date: February 26, 2016
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1.
|
I have reviewed this annual report on Form 10-K of Sunoco Logistics Partners L.P.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated entities, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ PETER J. GVAZDAUSKAS
|
Name: Peter J. Gvazdauskas
|
Title: Chief Financial Officer and Treasurer
|
|
Date: February 26, 2016
|
/s/ MICHAEL J. HENNIGAN
|
Name: Michael J. Hennigan
|
Title: President and Chief Executive Officer
|
|
Date: February 26, 2016
|
|
/s/ PETER J. GVAZDAUSKAS
|
Name: Peter J. Gvazdauskas
|
Title: Chief Financial Officer and Treasurer
|
|
Date: February 26, 2016
|