Energy Transfer Operating (ET+E) 8-K Declares Third Quarter Distribution

Third Quarter 2008

Earnings Conference Call

October 28, 2008

Sunoco Logistics Partners L.P.

Exhibit 99.2

Forward-Looking Statement

You

should

review

this

slide

presentation

in

conjunction

with

the

third

quarter

2008

earnings

conference

call

for

Sunoco

Logistics

Partners

L.P.,

held

on

October

28

at

9:00

a.m.

EDT.

You

may

listen

to

the

audio

portion

of

the

conference

call

on

our

website

at

www.sunocologistics.com

or

by

dialing

(USA

toll-

free)

1-877-297-3442.

International

callers

should

dial

1-706-643-1335.

Please

enter

Conference

ID

#67276570.

Audio

replays

of

the

conference

call

will

be

available

for

two

weeks

after

the

conference

call

beginning

approximately

two

hours

following

the

completion

of

the

call.

To

access

the

replay,

dial

1-800-642-1687. 

International

callers

should

dial

1-706-645-9291.

Please

enter

Conference

ID

#67276570.

During

the

call,

those

statements

we

make

that

are

not

historical

facts

are

forward-looking

statements.

Although

we

believe

the

assumptions

underlying

these

statements

are

reasonable,

investors

are

cautioned

that

such

forward-looking

statements

involve

risks

that

may

affect

our

business

prospects

and

performance,

causing

actual

results

to

differ

from

those

discussed

during

the

conference

call.

Such

risks

and

uncertainties

include,

among

other

things:

our

ability

to

successfully

consummate

announced

acquisitions

and

integrate

them

into

existing

business

operations;

the

ability

of

announced

acquisitions

to

be

cash-flow

accretive;

increased

competition;

changes

in

the

demand

both

for

crude

oil

that

we

buy

and

sell,

as

well

as

for

crude

oil

and

refined

products

that

we

store

and

distribute;

the

loss

of

a

major

customer;

changes

in

our

tariff

rates;

changes

in

throughput

of

third-party

pipelines

that

connect

to

our

pipelines

and

terminals;

changes

in

operating

conditions

and

costs;

changes

in

the

level

of

environmental

remediation

spending;

potential

equipment

malfunction;

potential

labor

relations

problems;

the

legislative

or

regulatory

environment;

plant

construction/repair

delays;

and

political

and

economic

conditions,

including

the

impact

of

potential

terrorist

acts

and

international

hostilities. 

These

and

other

applicable

risks

and

uncertainties

are

described

more

fully

in

our

Form

10-Q,

filed

with

the

Securities

and

Exchange

Commission

on

August

6,

2008.

We

undertake

no

obligation

to

update

publicly

any

forward-looking

statements

whether

as

a

result

of

new

information

or

future

events.

2

Q3 2008 Assessment

Quarterly net income in the third quarter 2008 of $50.3 million;

a 34 percent increase over the prior year’s third quarter

Earnings per L.P. unit were $1.19 per L.P. unit compared to

$0.97 per L.P. unit in the prior year’s quarter

Increased total distribution to $0.965 ($3.86 annualized) per

unit, a

13.5 percent increase over the prior year’s distribution

–

Represents the twenty-first distribution increase in the past

twenty-two quarters

Debt to EBITDA ratio of 2.1x for the last twelve months

3

Total Operating Income

$207 MM

Total Operating Income

$66 MM

2008 LTM

2002

•

Western System (pipeline and Lease Acquisition) has grown from 15% to 46% 

of consolidated Operating Income

4

Sunoco Logistics Operating Income

Eastern

Pipeline

Terminals

Western

$

10 MM

$ 27 MM

$29 MM

Eastern Pipeline

Terminals

Western

$95 MM

$57 MM

$55 MM

Q3 2008 Financial Highlights

($ in millions, unaudited)

5

(2.5)

$      85.1

(2.6)

$    139.2

(1.0)

$      37.5

(0.9)

$      50.3

Capitalized Interest

Net Income

111.6

29.0

162.5

25.9

45.9

9.4

57.9

8.5

Operating income

Interest cost and debt expense, net

4,955.3

27.9

42.4

-

5,025.6

8,316.7

29.5

44.8

5.7

8,396.7

1,875.7

9.6

13.4

-

1,898.7

2,752.6

10.0

15.3

-

2,777.9

Cost of products sold and operating expenses

Depreciation and amortization

Selling, general and administrative expenses

Impairment Charge

Total costs and expenses

5,137.2

8,559.2

1,944.6

2,835.8

Total revenues

$ 5,116.1

21.1

$ 8,539.3

19.9

$  1,936.2

8.4

$ 2,829.5

6.3

Sales and other operating revenue

Other income

2007

2008

2007

2008

Nine Months Ended

September 30,

Three Months Ended

September 30,

Q3 2008 Financial Highlights

6

(amounts in millions, except unit and per unit amounts, unaudited)

$    2.43

$        3.36

$     0.97

$      1.19

Diluted

$    69.8

$        96.9

$     27.8

$      34.3

Limited Partners’

interest in Net Income

28,722

28,831

28,739

28,846

Diluted

28,579

28,648

28,586

28,657

Basic 

Weighted average Limited Partners’

units

outstanding (in thousands):

$    2.44

$        3.38

$     0.97

$      1.20

Basic

Net Income per Limited Partner unit:

$    85.1

(15.3)

$      139.2

(42.3)

$     37.5

(9.7)

$      50.3       

(16.0)

Net Income

Less: General Partner’s interest

Calculation of Limited Partners’

interest:

2007

2008

2007

2008

Nine Months Ended

September 30,

Three Months Ended

September 30,

Eastern Pipeline System

(amounts in millions, unless otherwise noted, unaudited)

7

64.8

0.485

67.7

0.498

62.9

0.549

Total

shipments

(mm

barrel

miles

per

day)

(2)

Revenue per barrel mile (cents)

Operating

Highlights

(1)

39.1

6.8

15.2

$   35.2

31.0 

7.3 

15.1

$  42.7 

13.5

2.3

4.6

$    14.7

9.0

2.4

5.2

$    17.4     

Operating expenses

Depreciation and amortization

Selling, general and administrative expenses

Operating income

$    85.9

10.4

96.3

$  89.6   

6.5

96.1

$    31.0

4.1

35.1

$   31.7

2.3

34.0

Sales and other operating revenue

Other income

Total revenues

Financial Highlights

2007

2008

2007

2008

Nine Months Ended

September 30,

Three Months Ended

September 30,

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

(2) Represents total average daily pipeline throughput multiplied by the number of miles of pipeline through which each barrel has

been shipped.

61.4

0.532 

Terminal Facilities

(amounts in millions, unless otherwise noted, unaudited)

8

432.7

521.1

686.0

428.1

541.5

647.9

442.1

490.3

727.9

437.0

545.1

646.5

Terminal throughput (000’s bpd)

Refined product terminals

(2)

Nederland terminal

Refinery terminals

(1)

Operating Highlights

$    40.3

$42.9    

$     12.6

$   13.7   

Operating income

40.2

11.4

12.1

-

45.5

12.1

13.9

5.7

3.9

4.5

-

17.9

4.2

4.8

-

Operating expenses

Depreciation and amortization

Selling, general and administrative expenses

Impairment Charge

$   104.0

-

104.0

$119.3

0.8

120.1    

$    35.9

-

35.9

$   40.6    

-

40.6

Sales and other operating revenue

Other income

Total revenues

Financial Highlights

2007

2008

2007

2008

Nine Months Ended

September 30,

Three Months Ended

September 30,

(1)

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

(2)

Includes results from the Partnership’s purchase of a 50% interest in a refined products terminal in Syracuse, New York

from the acquisition date.

14.9

Western Pipeline System

9

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

(2) Represents total segment sales and other operating revenue minus cost of products sold and operating expenses and depreciation and

amortization divided by crude oil pipeline throughput.

532.7

180.8

27.8

530.1

175.2

55.3

528.4

177.0

38.3

492.8  

176.7

62.0

Crude oil pipeline throughput (000’s bpd)

Crude oil purchases at wellhead (000’s bpd)

Gross margin per barrel of pipeline throughput (cents)

Operating Highlights

(1)

$     36.0

$      76.9

$      18.6

$      26.7

Operating income

15.0

15.9

4.2

5.3

Selling, general and administrative expenses

9.7

10.0

3.4

3.4

Depreciation and amortization

4,876.1

8,240.2

1,847.4

2,725.7

Cost of products sold and operating expenses

4,936.8

8,343.0

1,873.6

2,761.1

Total revenues

$4,926.1

10.7

$ 8,330.5

12.5

$ 1,869.3

4.3

$2,757.1

4.0

Sales and other operating revenue

Other income

Financial Highlights

2007

2008

2007

2008

Nine Months Ended

September 30,

Three Months Ended

September 30,

(amounts in millions, unless otherwise noted, unaudited)

(2)

Q3 2008 Financial Highlights

10

($ in millions, unaudited)

591.0

632.0

Total Partners’

Capital

515.1

525.2

Total debt  

$    2.0

$    2.0

Cash and cash equivalents

Balance Sheet Data (at period end):

December 31,

2007

September 30,

2008

$           87.1

$            89.1

$            23.3

$         36.5           

Total

72.5

73.4

16.3

28.7

Expansion capital expenditures

$           14.6

$            15.6

$               7.0

$          7.8              

Maintenance capital expenditures

Capital Expenditure Data:

2007

2008

2007

2008

Nine Months Ended

September 30,

Three Months Ended

September 30,

Non-GAAP Financial Measures

($ in millions, unaudited)

11

Nine Months Ended     Three Months Ended

September 30, 2008

December 31, 2007

Net Income

$139,160

$  35,800

Add:  Interest cost and debt expense, net

25,904

9,720

Less:  Capitalized Interest

(2,613)

(969)

Add:  Depreciation and amortization

29,499

9,474

Add:  Impairment charge

5,674

-

EBITDA

$197,624

$  54,025

Total Debt as of September 30, 2008

$525,249

Trailing twelve month EBITDA as

of September 30, 2008

$251,649

Total Debt to EBITDA ratio

2.1

Non-GAAP Financial Measures

In

this

release,

the

Partnership’s

EBITDA

reference

is

not

presented

in

accordance

with

generally

accepted

accounting

principles

(“GAAP”)

and

is

not

intended

to

be

used

in

lieu

of

GAAP

presentations

of

net

income.

Management

of

the

Partnership

believes

EBITDA

information

enhances

an

investor's

understanding

of

a

business’

ability

to

generate

cash

for

payment

of

distributions

and

other

purposes.

In

addition,

EBITDA

is

also

used

as

a

measure

in

the

Partnership's

$400

million

and

$100

million

revolving

credit

facilities

in

determining

its

compliance

with

certain

covenants.

However,

there

may

be

contractual,

legal,

economic

or

other

reasons

which

may

prevent

the

Partnership

from

satisfying

principal

and

interest

obligations

with

respect

to

indebtedness

and

may

require

the

Partnership

to

allocate

funds

for

other

purposes.

EBITDA

does

not

represent

and

should

not

be

considered

an

alternative

to

net

income

or

operating

income

as

determined

under

United

States

GAAP

and

may

not

be

comparable

to

other

similarly

titled

measures

of

other

businesses.

Reconciliations

of

this

measure

to

the

comparable

GAAP

measure

are

provided

in

the

table

accompanying

this

release

.