Energy Transfer Operating (ET+E) 8-K Regulation FD Disclosure

Sunoco Logistics Partners L.P.

NYSE:  SXL

Management Presentation

November 18, 2008

Exhibit 99.1

Forward-Looking Statements

Statements

made

in

this

presentation

that

are

not

historical

facts

are

forward-looking statements.  We believe the assumptions underlying these

statements are reasonable, but caution you that such forward-looking statements

involve risks that may affect our prospects and performance, causing actual

results to differ from those discussed here.  Such risks and uncertainties include:

our ability to consummate announced acquisitions and integrate them into

existing operations; our ability to complete internal growth projects; the ability of

such acquisitions and internal growth projects to be cash-flow accretive;

increased competition; changes in demand for crude oil we buy and sell, as well

as for crude oil and refined products we store and distribute; the loss of a major

customer; changes in our tariff rates; changes in throughput of third-party

pipelines connected to our pipelines and terminals; changes in levels 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 terrorists acts and international hostilities.

These

and

other

applicable

risks

and

uncertainties

are

described

more

fully in our 2008 Form 10-Q (filed with the Securities and Exchange Commission

on November 5, 2008).  We undertake no obligation to update publicly any

forward-looking statements in this presentation, whether as a result of new

information or future events.  This presentation includes certain non-GAAP

financial measures intended to supplement, not substitute for, comparable GAAP

measures.  Reconciliations of non-GAAP financial measures to GAAP financial

measures are provided in the appendix at the end of this presentation.

Agenda

Overview

Deborah M. Fretz

President & Chief Executive Officer

Managing Capital Projects

David A. Justin

VP Operations

Growth Opportunities

Christopher W. Keene

VP Business Development

Lease Crude Acquisition & Marketing

Scott W. McCord

VP Lease Acquisition & Marketing

Financial Performance

Neal E. Murphy

VP & Chief Financial Officer

Closing

Deborah M. Fretz

President & Chief Executive Officer

Overview

Deborah M. Fretz

President & CEO

Sunoco Logistics –

Asset Overview

1

-1,700 miles of refined product pipelines

-3,800 miles of crude trunk pipelines

-36 refined product terminals

-23.4 million barrels of crude oil storage capacity (including 16.5  million

barrels at Nederland)

-Ownership interest  in 6 product and crude oil pipelines

Key Business Attributes

Stable

fee

based

revenue

–

limited

commodity

risk

Geographically

diverse

assets

–

expanded

asset

footprint

–

Serve key U.S. refining and production centers in U.S. Northeast,

Midwest, and Gulf Coast

–

Provide transportation and storage services to meet growing

requirements from foreign crude into the Texas Gulf region

–

Successful completion and integration of 12 acquisitions since 2002

–

MagTex

will

be

the

13

acquisition

Key strategic relationship with Sunoco

–

Sunoco owns 43%, including 2% GP

2

th

Key Business Attributes

Strong business fundamentals

–

Demand driven throughput increases

–

Tariff increases (PPI influenced)

–

Increased terminal services

–

Market volatility provides opportunity

–

Shortage of storage infrastructure creates supply demand

imbalance

–

Long term contracts

Well experienced management team with excellent safety record

Flexible capital structure to support growth

Strong, stable investment grade credit rating

Debt to EBITDA at 2.1x’s among the lowest in the midstream MLP

sector

3

Financial Growth

4

Total EBITDA $252 MM

Total EBITDA $97 MM

Western System (Pipeline and Lease Acquisition) has grown from

16% to 43% of EBITDA

2002 EBITDA

Eastern Pipeline

Terminals

Western Pipeline

$15 MM

16%

$ 42 MM

43%

$40 MM

41%

LTM 9/30/08 EBITDA

Eastern Pipeline

Terminals

Western Pipeline

$108 MM

43%

$67 MM

26%

$77 MM

31%

Average Annual

Distribution

(per unit)

Distribution Summary

LP/GP

Split (%)

5

Current distribution of $3.86 (8.5% yield as of 11/7/08)

Latest 12 month distribution growth 13.5%

CAGR Q1 2002 –

Q3 2008 12.0%

LP Distribution increased in 20 of last 21 quarters

$1.70

$1.90

$2.10

$2.30

$2.50

$2.70

$2.90

$3.10

$3.30

$3.50

$3.70

$3.90

2002

2003

2004

2005

2006

2007

2008

50 / 50

75 / 25

85 / 15

98 / 2

Summary –

Current Business

Business Growth

-

Over 60% EBITDA growth in last two years with no

acquisitions

-

Growth in all segments

Distribution Growth

-

Near the top of our peer group in distribution growth

-

Lowest debt/EBITDA in the peer group in 2008

6

Future Growth Opportunities

7

Increased Asset Utilization

-

Increased terminalling services

-

Expanded capability of lease acquisition marketing group

-

Demand driven throughput growth

Margin Improvement

-

FERC tariffs, market based tariffs

-

Crude oil storage infrastructure shortage

-

Additional terminalling services

Asset Base Expansion

-

MagTex acquisition and integration

-

Nederland build out

-

Motiva Pipeline project

-

Other organic & acquisition growth

Business Summary

8

2008 is expected to be a record year with estimated free cash flow from

$205 to $210MM

-

2008

Distribution

Coverage

is

projected

at

1.5x

-

Approximately 90% of 2008 Free Cash Flow is ratable

Our investment platforms provide optionality with multiple growth

opportunities

–

across all our businesses

Managing Capital Project Risks

David A. Justin

VP Operations

Capital Construction Projects

From concept to actual construction, many factors impact a multi-year

project:

Customers require early estimates to determine their interest

Scope of project generally expands as project becomes better

defined

Detailed engineering estimates to get to +/-

10% accuracy are

expensive and later in process

Project economics require a good understanding of the estimate

ranges

Contractual agreement (Throughput & Deficiency Agreement) with

customers initiates permitting and contracting activities before

actual start of construction

1

Capital Construction Projects

Key concerns once customer contract signed:

Escalation of:

Materials

–

primarily

steel

(45%

of

pipeline

and

55%

of

tank

costs)

Construction

costs

–

in

a

market

with

heavy

industry

competition

for resources

Project timeline

2

Steel Pipe and Tube

2005-2006

+6.0%

2006-2007 

-

2.3%

2008 YTD

+39.5%

September

-

1.2%

US Bureau of Labor Statistics

(PCU3312103312100 )

3

NEDERLAND

TERMINAL

MOTIVA

MILLER TANK FARM

NEDERLAND

T0 MOTIVA

30”

PL

Nederland Project

•

Nederland Terminal

-

(3) 660 MBBL Tanks

-

Pump Station @ 8,000 HP

-

Piping & Manifold Modifications

-

Delivery Meters

•

Pipeline

-

8.1 Miles of 30”

-

Delivery Meters

Motiva Project Map

4

Motiva Port Arthur Crude Oil Project

Contract signed with customer December 2006

Original Estimate

Projected

Project completion date

January 2010

Q3 2009

Project cost *

$90MM

$90MM

5

* Excludes Capitalized interest

How Was This Accomplished?

Established a project management structure to ensure accountability

& control

Name a dedicated Project Manager

–

Monthly review with Executive Management

Assessed global market to source steel and lock in price

Ordered long lead time items (pump & motor) early

Established early contractor relationships

Utilized incentives to attract and retain work force

Ratable tank program

6

Growth Opportunities

Christopher W. Keene

VP Business Development

Growth Opportunities

Growth is platform focused to optimize investments with additional

organic opportunities

-

Refined product pipelines and terminals

-

Crude oil pipelines and terminals

Focus is placed on getting the most out of the current asset base with

increased utilization

Expansion of the asset base has occurred by

-

Networking from existing assets

-

Acquiring assets which are complimentary

1

Investment:  Growth Capex and Acquisitions

2

Growth Capex & Acquisitions

Investment since IPO:  $1B

0

50

100

150

200

250

300

350

2002

2003

2004

2005

2006

2007

2008P

Organic

Acquisitions

($MM)

Growth Opportunities

Refined product platform

-

MagTex Acquisition from Exxon Mobil

-

Increased terminalling services

-

Eastern System Optimization

Crude Oil Platform

-

Lease Acquisition & Marketing

-

Nederland Terminal Build-out/Motiva Port Arthur

-

Canadian Crude Oil

3

Refined Products Platform

MagTex Pipeline System

5

•472 mile refined product pipeline

system in Texas

•6 refined product terminals

•Connected to ExxonMobil’s

Beaumont Refinery and Motiva’s

Port Arthur Refinery

•Connected

to

3

party

terminals

in Houston

MagTex Acquisition from ExxonMobil

rd

MagTex Strategic Rationale

•

Establishes refined product platform in the Western Region

•

Connects to expanding refineries on the Gulf Coast

•

Synergies

with

existing

operations

between

Beaumont

–

Houston

–

Hearne

•

Provides opportunities for organic growth projects

–

Construction of a Houston area terminal

–

Long term T&D with major oil refiner

–

Conversion

of

a

crude

oil

pipeline

to

refined

product

service

to

supply

to Longview

6

MagTex Transaction

Purchase price of $184 MM *

10 year Pipeline & Terminal T&D with Exxon Mobil

-

Support of $5.5 MM from the GP (Sunoco) over 4 years  to

enhance accretion to Limited Partners

Acquisition will be debt financed

Closing expected Q4 2008

*   Potential adjustments to purchase price, tariffs and Exxon Mobil’s throughput

commitment based upon actual volume levels

7

Immediately Accretive Plus Growth Opportunities

Western Pipeline System (Crude Oil & Refined Products)

8

Eastern Refined Products System

9

Refined Products Platform

Delivers refined products from Sunoco refineries to Northeast and

Midwest terminals

-

85% of pipeline volume is associated with Sunoco refineries

Eastern Pipeline has high utilization and is bottlenecked in certain

locations

-

Capacity exists in MidWest segments

-

Growth in terminals is a result of added services

-

Ethanol blending

Opportunities

Debottleneck system to increase pipeline capacity

Enhance connections to Sunoco and third-party refiners to

increase pipeline throughput

Optimize terminal tankage in response to increased demand

10

Eastern Area Connectivity

Increase pipeline

capacity to Western PA

Enhance third-party

connectivity & flexibility

Increase Sunoco

throughput to Newark

Increase Shipments from

Midwest to Pittsburgh

11

Crude Oil Platform

Crude Oil Platform

A flexible network of pipelines and terminals that optimizes crude oil

movements in order to capture transportation fees as well as margin

Nederland Terminal hub strategy provides connectivity for sourcing

and delivery of crude oil to geographically diverse customer base

Extensive Texas and Oklahoma pipeline network

Opportunities

-

Flexible pipeline network

-

Lease Acquisition Marketing and Supply growth

-

Nederland Terminal expansion/build-out

-

Canadian pipeline solutions

13

Western Crude Oil System

14

Sunoco Logistics-

Nederland Terminal

•

16.5 MMB Working Capacity

-Additional 2.0 MMB in-service 2009

•

Five Ship Docks –

Three Barge Docks

•

Two Ship Anchorages

15

SUNOCO

Logistics (SXL)

Midland and           

Big Springs

SXL 

10"

Patoka IL

Canadian Crude

Longview, TX                   

Mid-Valley PL

To Wortham / Corsicana / Longview, TX

Citgo 20”

Lake Charles

24”

Exxon Mobil            

Beaumont

5 Ship Docks   

3BargeDocks 

DOE 42”

Shell 22”

SPR        

Big Hill

Valero            

Port Arthur

Lucas

ExxonMobil              

Baytown

Shell 20”

OTI            

Houston

OTI 24”

Shell      

Deer Park

Lyondell             

Houston

Shell PL           

East Houston

Shell 16”

BP26”

BP Amoco           

Texas City

Deepwater

Gulf of Mexico

XOM 20”

Waterborne Transport

SXL 30”

Motiva     

Port Arthur

SPR West Hackberry

26”

Nederland Terminal Hub

Cushing, OK

Canadian Crude

16

Other Area

Refineries

Key:

Existing Pipelines

Potential Pipelines

Nederland Terminal –

Key Drivers of Crude Oil Tank Demand

Increased

foreign

imports

into

the

Gulf

–

Waterborne

and

Canadian

Refinery Expansions

-

Increasing regulations governing inspections, repair, modification

and construction have led to greater outsourcing, more tanks

taken out of service

Segregation of increasing number of crude grades

Provides a logistics buffer during current period of tight worldwide

supply and demand

17

Nederland Terminal Build Out

Shell Capacity

MM BBLS

January 2008

14.7

2008 Construction

1.8

Motiva Project –

2009

2.0

Other Tanks

1.2

Additional Buildout Capability

10.8

Total Potential Capacity

30.5

18

Expect to Increase Capacity by 2-3 MM Barrels per year

2009 -

2011

Nederland Terminal –

Motiva Port Arthur Project

Provide crude oil logistics for Motiva Port Arthur refinery expansion

Construct 2.0 million barrels of tankage at Nederland Terminal and

8.1 mile pipeline to refinery

-

Estimated cost:

$90 MM

-

Completion Date:

2009

Increases Nederland’s extensive connectivity to Gulf Coast and inland

refineries

-

Additional capacity available on pipeline

Immediately accretive upon completion

19

Canadian Crude Oil Opportunities

20

SXL Potential projects

Canadian Crude Oil Supply

With

significant future growth of Canadian crude production, pipeline

systems are evolving to move crude oil to new markets

–

Timing of pipeline requirements is unclear

Sunoco Logistics’

Potential Projects

Expand Marysville to Toledo crude line to supply more Canadian heavy

–

Increase from 30 MBD to 45 MBD of heavy crude oil

Develop pipeline system from Cushing, OK to USGC Gulf Coast

–

Transport 300 MBD of Canadian heavy to the Gulf Coast

–

Possible cost advantage of using existing assets

Utilize Nederland Terminal as hub/distribution point

–

Existing pipeline connectivity and terminal expansion capability

–

Currently handling Canadian crude oil

Develop Buffalo, NY to Philadelphia, PA pipeline system for syncrude to

East Coast refineries

–

Existing right-of-way

–

Large market (over 1 MMBD of refining capacity)

21

Break

Lease Crude Acquisition &

Marketing

Scott W. McCord

VP Lease Acquisitions & Marketing

Lease Acquisition

Acquire crude oil to fill SXL’s Western Area Pipeline system

Develop asset growth opportunities

Identify potential opportunities associated with pipeline acquisitions

Execute contango positions, quality optimization and arbitrage

opportunities

1

Roles

Purchase Crude

Oil @ Wellhead

Transported via:

-SXL Truck or

Gathering Line

-3

rd

Party Truck or

Gathering Line

Transported via:

-SXL Pipeline

-3

rd

Party Pipeline

Sell Crude

Oil to Market

Gathering

Pipeline

Trunk Line

Terminal

Refinery

Trunk Line

Buy

Sell

SXL

Transport (or Exchange)

Lease Acquisition And Marketing Business Model

2

3

Lease Acquisition Markets

Business Philosophy

Balanced Book

Before new barrels can be purchased, it is verified that there is a sales

contract in place for the new barrels

All term purchases are sold on a corresponding term basis

All month-to-month purchase contracts are renegotiated as market

conditions change

Volatility is inherent in the crude oil marketing business and our philosophy

is to maximize margins while carefully managing risk

4

Major EBITDA Components

Gross Margin

Difference between sales price and cost of crude oil

Contango

Prompt crude cost is less than future crude cost

Quality Optimization

Maximize value of crudes of different quality

5

$/BBL

Purchase barrel at lease

Sunoco Logistics posting                  

$70.00

Bonus paid to producer

1.60

Truck costs

0.85

Pipeline full tariff cost

0.55

Total cost

$73.00

Sales price

$73.25

Margin

$

0.25

Gross Margin Example

6

2002-2008 Spot Market Structure

(2.5)

(2.0)

(1.5)

(1.0)

(0.5)

0.0

0.5

1.0

1.5

2.0

7

($/bbl)

Prompt

month:

More

Valuable

–

Lease

Margins

Expand

Prompt

month:

Less

Valuable

–

Lease

Margins

Contract

Month 1 (January)

$/BBL

Purchase barrels and store

$70.00     

Tank Rental                        

$  0.30

Time value of money (5%X$70.00)

$  0.29

Total cost

$70.59

Month 2 (February)

Sell barrels to end user

$71.50

Contango profit/barrel

$    .91

Contango Example

8

Tankage available for contango positions -

1.0 MMB

WTI vs. WTS:  Spot Market Price Differential

(9)

(8)

(7)

(6)

(5)

(4)

(3)

(2)

(1)

0

9

($/bbl)

Income

Component

Actions Taken to Capture Value for SXL

Results

Gross

Margin

Transport to Market

Sell

Crude

Gross Margin

Profit

Buy Crude

=

Contango

Buy Crude

Store Crude

(SXL Tankage)

Transport

to Market

Sell Crude

=

Contango

Profit

EBITDA

Quality

Optimization

Buy Various

Qualities of

Crude

Transport to

SXL Facility

Optimize

Quality

Sell Crude

=

Quality

Optimization

Profit

+

+

10

Opportunity / Challenge

•

Volatility creates opportunities

–

Basis differentials (WTI vs LLS)

–

Sweet/Sour differentials (WTI vs WTS)

–

Contango vs backwardation market structure

•

The challenge is for Lease Acquisition to protect / grow EBITDA by capturing

opportunities when presented

Our Response

•

Expand the Footprint

–

Clarkson, Kentucky truck station

–

Bay City Fractionator

•

Integrate pipeline and terminal assets to capture basis differentials (WTI vs LLS)

–

Nederland / E.TX 10”

•

Expand crude optimization operations

–

Midland optimization

–

Additional tankage at Nederland

•

Market Structure

–

Contango storage

Market Volatility / Dynamics

11

LLS vs. WTI: Spot Market Price Differential

(1.0)

(0.5)

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

5.0

5.5

6.0

12

($/bbl)

Growth Opportunities

Nederland Hub

Midland via Amdel

Bay City Fractionator

Kentucky

Kansas

New pipeline systems

Barnett Shale extensions

13

Excellent EBITDA Growth

with Modest Capital

Lease Acquisition Growth Opportunities

14

Nederland Utilization by Lease Acquisition

Daily volume has increased from 35 MBD in 2006 to 63 MBD in

2008

Currently delivering Gulf Coast, East Texas, South Texas and WTI

crude oils to Nederland

Volumes to be expanded by barged-in crude oil from South

Texas/Louisiana coast and foreign sweet/sour oil

Market crude oil to diverse group of refiners

Goal is to add sweet/sour crude oil streams and new inland

markets

Currently lease 0.7 MMB of storage capacity which will grow up to

1.3 MMB in 2009

15

Gather 3 MBD of Texas Gulf Coast crude and condensate into Bay

City Terminal

Barge crude to Nederland for sale

Barge up to 5 MBD of Gulf Coast condensate to Bay City

fractionator

Utilize same barge that moves crude to Nederland

Increase segregated Gulf Coast condensate volume

Expansion opportunities exist with additional Lease gathering/barge-

out facilities and fractionator locations

Bay City Fractionator

16

Midland Optimization

Transport crude oil from the Texas Gulf Coast and Hearne/Southbend

area, and market in the West Texas Area

Economic driver is arbitrage between GC A and West Texas

Provides SXL

Amdel tariff revenue

Hearne/Southbend marketing flexibility

Critical mass to initiate foreign cargo purchasing

Opportunity to market foreign crude to West Texas refiners

17

Lease Acquisition Growth Opportunities

18

Financial Performance

Neal E. Murphy

VP & CFO

EBITDA & Free Cash Flow*

50

70

90

110

130

150

170

190

210

230

250

2002

2003

2004

2005

2006

2007

LTM

9/30/08

            EBITDA

            Free Cash Flow

1

CAGR 18%

CAGR 25%

*    For a reconciliation of EBITDA & free cash flow to net income see Appendix Slide 5.

Competitive Assessment

2

10/31/2008

2008 E

YTD

3 Years

TTM 9/30/08

2008 E

Peer Group

Kinder Morgan

7.5%

4.9

7%

29%

16%

1.0

Oneok

7.8%

4.1

-3%

48%

7%

1.2

Magellan

7.8%

3.4

-13%

8%

9%

1.3

Sunoco Logistics

8.5%

2.5

-4%

40%

14%

1.4

Enterprise Products

8.6%

4.5

-18%

11%

7%

1.3

Buckeye

8.7%

5.1

-14%

1%

6%

1.0

Plains

8.9%

5.5

-17%

2%

6%

1.1

Energy Transfer

9.2%

4.1

-23%

25%

8%

1.1

NuStar

9.2%

4.0

-8%

-1%

7%

1.3

Enbridge

10.2%

5.7

-19%

-20%

4%

1.2

TEPPCO

10.2%

5.8

-19%

-19%

4%

1.0

Holly

10.6%

5.9

-31%

-35%

6%

1.1

Crosstex

19.6%

7.2

-56%

-72%

-15%

0.9

Average

9.8%

4.8

-17%

1%

6%

1.1

Median

8.9%

4.9

-17%

2%

7%

1.1

Source: Wachovia Capital Markets LLC Equity Research

Distribution

Coverage

Debt/

EBITDA

Yield

Distribution

Growth

Total Unitholder Return

Financial Summary

Forward Guidance

-

2008 is expected to be a record year for free cash flow even after

excluding $15MM of non ratable cash flow due to commodity

pricing and Lease Acquisition volatility

-

Business has significant organic growth opportunities

-

Projects are largely under our control

-

2009

Target

distribution

growth

at

10%

-

minimum

-

2010 –

2011

-

Expect

to

spend

$100MM

-

$150MM

annually

on

organic

projects

-

Generating

approximately

$20MM

-

$30

MM

in

EBITDA

3

Organic Projects (On Line 2008)

Investment

Refined Products System

10

-Eastern System Optimization

-Manassas Tank Construction

Crude Oil System

40

-New Tanks

-Western System Optimization

Growth in Annualized Cash Flow (pre-financing)

10 to 12

4

($MM)

Organic Projects (On Line 2009)

Investment

Refined Products System

200

-MagTex (Closing Q4 2008)

-Eastern System Optimization

Crude Oil System

130

-New Tanks -

Nederland

-Bay City Fractionator

-Motiva Project

Growth in Annualized Cash Flow (pre-financing)

40 to 50

5

($MM)

2009 Free Cash Flow Before Financing

Investment

Forecasted FCF 2008 (before financing)

235 -

240

Non-ratable 2008 Earnings

(Commodity Prices, Lease Volatility)

(15)

Normalized 2008 FCF (before financing)*

220-225

Capital Projects (partial year impact)

40 -

45

Margin Expansion

5 -

10

Forecasted 2009 FCF 2009 (before financing)

265 -

280

*  Adjusted 2008 distribution coverage –

1.4

6

($MM)

Financing Plan -

2009

Revolving credit facility sufficient to finance all 2008 and 2009 planned

capex and MagTex acquisition

Possible bond offering in 2009 to finance additional 2009 and 2010 growth

opportunities

Capital

Expenditures

2009-2011

Maintenance Capital

$27 MM

Organic Growth Projects

$100 -

$150 MM

7

Other Financial Metrics

Debt-EBITDA ratio at 9/30/08

2.1

Debt/Total Capital at 9/30/08

45%

Unutilized revolver capacity at 9/30/08

$394 MM

Distribution coverage -twelve months

ended 9/30/08

1.48x

Stable investment grade rating

BBB/Baa2 (S&P, Moody’s)

Year ended 12/31/07 Revenues

$7.4 B

8

Sunoco Logistics Debt Maturity Schedule

Debt Maturity Schedule

($MM)

$0

$100

$200

$300

$400

$500

$600

$700

2009

2012

2016

Undrawn

Drawn

Borrowings:

$250MM

Senior

Notes

–

7.25%,

due

February

2012

$175MM

Senior

Notes

–

6.125%,

due

May

2016

$400MM

Credit

Facility,

due

November

2012

-<$200MM

–

LIBOR

+

40bps

->$200MM

–

LIBOR

+

45bps

$100MM

Credit

Facility

–

LIBOR

+

65bps,

due

May

2009

9

$394MM unutilized at 9/30/08

Appendix

Refined Products System

1,650 miles of refined product pipelines located in the Northeast &

Midwestern U.S.

36 refined product terminals located in 8 states

6.2 MMB capacity

Refinery Terminals

5.5 MMB capacity

Service Sunoco, Inc. Philadelphia area refineries

1.0 MMB of underground LPG storage located in Inkster, MI

Equity interest in five product pipelines

Explorer (9.4%)

Wolverine (31.5%)

West Shore (12.3%)

Yellowstone (14.0%)

Harbor (67%)

1

Crude Oil System

3,310 miles of crude oil trunk lines in Oklahoma, Texas and Michigan

Approximately 500 miles of gathering lines

14 MMB of working crude oil tankage in Nederland, Texas

One of the largest on shore crude oil facilities in US

Additional 2.8 MMB of tankage currently under construction

Maximum build-out capacity is 30 MMB

Equity interest in three crude pipelines

West Texas Gulf (43.8%)

Mid-Valley (55.3%)

Mesa (37%)

2

Completed Transaction History

$610mm in acquisitions since IPO

Columbus, Ohio product terminal from Certified Oil for $8mm

Texas crude oil pipeline from ExxonMobil for $100mm

37% interest in Mesa crude oil pipeline from Sunoco/Chevron

for $7mm

Texas crude oil pipelines from Black Hills for $41mm

Texas crude oil pipelines from Alon for $68mm

55.3% interest in Mid-Valley Pipeline Company from Sunoco for $65 MM

50% undivided interest in Syracuse, New York refined products terminal from

Exxon Mobil for $13mm

Purchase Agreement to acquire Texas refined product pipelines and terminals

from

Exxon

Mobil

for

$185mm

–

anticipated

closing

Q4

2008

Nov. 2004

Aug. 2005

Dec. 2005

March 2006

August 2006

June 2007

April 2008

Additional 1/3 interest in Harbor Pipeline from El Paso for $7mm, increasing

interest to 2/3

rds

June 2004

2 product terminals from ConocoPhillips for $12mm:  Baltimore/Manassas

April 2004

Logistics assets of Eagle Point refinery from Sunoco, Inc. for $20.0mm

March 2004

Additional 3.1% interest in West Shore for $4mm: now own 12.3%

Sept. 2003

JV interest from Sunoco/ Unocal in West Texas Gulf for $11mm

Nov. 2002

JV interests in 3 product pipelines from Unocal, for $54.0mm

-

Wolverine (31.5%), West Shore (9.2%), and Yellowstone (14.0%)

Nov. 2002

3

Historical Financial Results

($millions)

9/30/08

EBITDA

2003

2004

2005

2006

2007

LTM

East

48              45

43

54

58

67

Terminals

41              48

51

54

68

77

West

18

16

23

47

67

108

Total EBITDA

107            109

117

155

193

252

Interest Expense

(20)           (20)          (22)

(28)

(35)

(32)

Maintenance Capex

(26)           (24)          (23)

(24)

(24)

(26)

Unusual Events

-

-

10

-

-

-

Free Cash Flow

61             65

82

103

134

194

GP Interest

(1)

(3)

(4)

(14)

(22)

(29)

Net to LPs

60              62

78

89

112

165

Yearly LP Distribution

($/unit)                               $1.99         $2.32       $2.56

$3.03      $3.33

$3.55

Coverage Ratio     

1.33x         1.14x

1.22x

1.05x      1.15x

1.48x

4

Non GAAP Reconciliation

Management

of

the

Partnership

believes

EBITDA

and

free

cash

flow

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

and

free

cash

flow

do

not

represent

and

should

not

be

considered

alternatives

to

net

income

or

cash

flows

from

operating

activities

as

determined

under

United

States

generally

accepted

accounting

principles

and

may

not

be

comparable

to

other

similarly

titled

measures

of

other

businesses.

(1)  Earnings before interest, taxes, depreciation and amortization

5

2003

2004

2005

2006

2007

LTM

9/30/08

Net Income

60

57

61

90

121

175

Interest Expense

20

20

22

28

35

32

Depreciation and amortization

27

32

34

37

37

45

EBITDA

107

109

117

155

193

252

Interest Expense

(20)

(20)

(22)

(28)

(35)

(32)

Maintenance Capex

(26)

(24)

(23)

(24)

(24)

(26)

Unusual Events

-

-

10

-

-

-

Free Cash Flow

61

65

82

103

134

194

(1)