Energy Transfer Operating (ET+E) 8-K Sunoco Logistics Partners L.P. Reports Record Quarterly Results for the First Quarter 2009 and Declares Distribution

First Quarter 2009

Earnings Conference Call

April 30, 2009

Sunoco Logistics Partners L.P.

Exhibit 99.2

Forward-Looking Statement

You should review this slide presentation in conjunction with the first quarter 2009 earnings

conference call for Sunoco Logistics Partners L.P., held on April 30 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

#95392329.

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 #95392329.

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

organic

growth

projects

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-K,

filed

with the Securities and Exchange Commission on February 24, 2009.  We undertake no obligation to

update publicly any forward-looking statements whether as a result of new information or future events.

2

Q1 2009 Assessment

Net income for the first quarter 2009 increased 116% to $80.9 million

compared to $37.5 million in the prior year’s quarter

Earnings per L.P. unit were $2.36 per L.P. unit compared to $1.04 per

L.P. unit in the prior year’s quarter

Distributable cash flow increased to a record $89.8 million, a 78%

increase from first quarter 2008

Increased total distribution to $1.015 ($4.06 annualized) per unit, a 13.4

percent increase over the prior year’s distribution

–

Represents the twenty-third distribution increase in the past

twenty-four quarters

Debt to EBITDA ratio of 2.7 for the last twelve months

3

Refined Products Pipeline

Terminals

Crude Oil Pipelines

$184 MM

$38 MM

$69 MM

Total Operating Income

$291 MM

Refined Products Pipeline

Terminals

Crude Oil Pipelines

$

17 MM

$ 20 MM

$29 MM

Total Operating Income

$66 MM

2009 LTM

2002

•

Crude Oil Pipeline System (pipeline and Lease Acquisition) has grown from

26% to 63%  of consolidated Operating Income

4

Sunoco Logistics Operating Income

Q1 2009 Financial Highlights

($ in millions, unaudited)

5

(0.8)

$      37.5

(1.4)

$      80.9

Capitalized Interest

Net Income

45.2

8.5

90.5

11.0

Operating income

Interest cost and debt expense, net

2,323.2

9.7

15.4

5.7

2,354.0

923.7

11.6

17.0

-

952.3

Cost of products sold and operating expenses

Depreciation and amortization

Selling, general and administrative expenses

Impairment charge

Total costs and expense

2,399.2

1,042.8

Total revenues

$  2,394.4

4.8

$ 1,038.0

4.8

Sales and other operating revenue

Other income

2008

2009

Three Months Ended

March 31,

Q1 2009 Financial Highlights

6

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

$     1.04

$     2.36

Diluted

(1)

$     30.0

$     68.4

Limited Partners’

interest in Net Income

28,806

28,926

Diluted

28,628

28,728

Basic 

Weighted average Limited Partners’

units

outstanding (in thousands):

$     1.05

$     2.38

Basic

(1)

Net Income per Limited Partner unit:

$     37.5

(7.5)

$     80.9

(12.5)

Net Income

Less: General Partner’s interest

Calculation

of

Limited

Partners’

interest:

2008

2009

Three Months Ended

March 31,

(1) Effective January 1, 2009, the Partnership adopted the requirements of EITF 07-04, “Application of the Two-Class Method under FASB Statement No.

128,

Earnings

per

Share,

to

Master

Limited

Partnerships.”

EITF

07-04

requires

undistributed

earnings

to

be

allocated

to

the

limited

partner

and

general

partner

interests

in

accordance

with

the

Partnership

agreement.

Prior

period

amounts

have

been

restated

for

comparative

purposes.

This

change

resulted

in

an increase in earnings per diluted LP unit of $0.07 and $0.65 for the three months ended March 31, 2008 and 2009 respectively.

Refined Products Pipeline System

(amounts in millions, unless otherwise noted, unaudited)

7

45.5

0.587

60.0

0.581

Total

shipments

(mm

barrel

miles

per

day)

(2)

Revenue per barrel mile (cents)

Operating

Highlights

(1)

11.6

2.2

5.1

$6.7

14.0

3.2

5.9

$     10.6

Operating expenses

Depreciation and amortization

Selling, general and administrative expenses

Operating income

$    24.3

1.3

25.6

$     31.4

2.3

33.7

Sales and other operating revenue

Other income

Total revenues

Financial Highlights

2008

(3)

2009

(4)

Three Months Ended

March 31,

(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.

(3) On January 1, 2009 the reporting segments were realigned.  All prior period reporting segment results were recast for comparative purposes.

(4) Includes

results

from

the

Partnership’s

purchase

of

the

MagTex

refined

products

terminals

from

the

date

of

acquisition.

Terminal Facilities

(amounts in millions, unless otherwise noted, unaudited)

8

418.6

569.8

675.2

460.0

652.7

582.8

Terminal throughput (000’s bpd)

Refined

product

terminals

(2)

Nederland terminal

Refinery

terminals

(1)

Operating Highlights

$    11.2

$    21.2

Operating income

13.7

3.9

4.9

5.7

15.1

4.7

5.2

-

Operating expenses

Depreciation and amortization

Selling, general and administrative expenses

Impairment charge                                             

$    39.4

$    46.3

Total revenues

Financial Highlights

2008

2009

Three Months

Ended

March 31,

(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

the

MagTex

refined

products

terminals

from

the

date

of

acquisition.

Crude Oil 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.

(3) On January 1, 2009 the reporting segments were realigned.  All prior period reporting segment results were recast for

comparative purposes.

675.5

171.5

48.5

664.1

191.2

103.9

Crude oil pipeline throughput (000’s bpd)

Crude oil purchases at wellhead (000’s bpd)

Gross

margin

per

barrel

of

pipeline

throughput

(cents)

(2)

Operating

Highlights

(1)

$       27.3      

$      58.6

Operating income

5.5

5.9

Selling, general and administrative expenses

3.5

3.7

Depreciation and amortization

2,298.0

894.6

Cost of products sold and operating expenses

2,334.3

962.8

Total revenues

$  2,330.7

3.6

$    960.3

2.5

Sales and other operating revenue

Other income

Financial Highlights

2008

(3)

2009

Three Months Ended

March 31,

(amounts in millions, unless otherwise noted, unaudited)

Q1 2009 Financial Highlights

10

($ in millions, unaudited)

669.9

713.8

Total Partners’

Capital

747.6

887.0

Total debt  

$    2.0

$            2.0

Cash and cash equivalents

Balance Sheet Data (at period end):

December  31,

2008

March 31,

2009

$                23.1

$            34.2

Total

19.8

31.5

Expansion capital expenditures

$                3.3

$               2.7

Maintenance capital expenditures

Capital Expenditure Data:

2008

2009

Three Months Ended

March 31,

Q1 2009 Financing Update

11

($ in millions, unaudited)

Balance as of:

March 31, 2009

December 31, 2008

Revolving

Credit

Facilities

(1)

:

$400

million

-

due

November

2012

(2)

287,723

$                       

323,385

$                       

$100 million -

due May 2009

-

-

$62.5 million -

due September 2011

-

-

Senior Notes:

7.25% Senior Notes -

due 2012

250,000

250,000

6.125% Senior Notes -

due 2016

175,000

175,000

8.75% Senior Notes -

due 2014

175,000

-

Less: unamortized bond discount

(699)

(754)

Total Debt

887,024

$                     

747,631

$                     

(1) As of March 31, 2009, the Partnership had unutilized borrowing capacity of $269.8 million under its

revolving credit facilities.

(2) On

April

17,

2009,

the

Partnership

issued

2.2

million

common

units

representing

a

limited

partnership interest in Sunoco Logistics Partners LP.  Net proceeds of approximately $107.4 million

were used to reduce outstanding borrowings under the $400 million revolving credit facility.

Non-GAAP Financial Measures

($ in thousands, unaudited)

12

Distributable Cash Flow (“DCF”)

Three Months Ended

March 31, 2009

Three Months Ended

March 31, 2008

Net Income

  $        80,906

  $         37,503

Add: Interest cost and debt expense, net

                                 9,544

7,698

Add: Depreciation and amortization

11,580 

9,659 

Add: Impairment charge

- 

5,674 

EBITDA

$       102,030

  $         60,534

Less: Interest expense

9,544

7,698

Less: Maintenance capital

2,650

3,322

Add: Sunoco reimbursements

-

1,069

Distributable Cash Flow (“DCF”)

89,836

50,583

General Partner Interest in DCF

(1)

35,100

16,194

Limited Partner interest in DCF

54,736

34,388

Weighted Average Diluted Limited Partner units

28,926,034

28,806,029

DCF per Limited Partners Unit 

$      

     1.89

$      

     1.19

(1) The Limited Partner and General Partner interest has been calculated assuming all distributable cash flow for the period is being distributed.

Non-GAAP Financial Measures

($ in thousands, unaudited)

13

Non-GAAP Financial Measures

(1) In this

release,

the

Partnership’s

EBITDA

and

DCF

references

are

not

presented

in

accordance

with

generally

accepted

accounting

principles

(“GAAP”)

and

are

not

intended

to

be

used

in

lieu

of

GAAP

presentations

of

net

income.

Management

of

the

Partnership

believes

EBITDA

and

DCF

information

enhance

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

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

DCF

do

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. 

Earnings

before interest, taxes, depreciation and

amortization (“EBITDA”)

Twelve Months Ended

March 31, 2009

Net Income

$        257,883

Add: Interest cost and debt expense, net

37,491

Less: Capitalized interest

(4,533)

Add: Depreciation and amortization

41,975

EBITDA

$        332,816

Total Debt as of March 31, 2009

$        887,024

Total Debt to EBITDA Ratio

2.7

Refined Products Pipeline System Recast

(amounts in millions, unless otherwise noted, unaudited)

14

43.1

0.601

45.5

0.587

Total

shipments

(mm

barrel

miles

per

day)

(3)

Revenue per barrel mile (cents)

Operating Highlights

(1)(2)

10.9

2.2

4.9

$    8.6

11.6

2.2

5.1

$     6.7

Operating expenses

Depreciation and amortization

Selling, general and administrative expenses

Operating income

$    23.6

3.0

26.6

$     24.3

1.3

25.6

Sales and other operating revenue

Other income

Total revenues

Financial Highlights

(1)

Q2 2008

Q1 2008

(1) On January 1, 2009 the reporting segments were realigned.  All prior period reporting segment results were recast for comparative purposes.

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

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

been shipped.

Q3 2008

$    25.7

2.2

27.9

11.1

2.2

5.1

$    9.5

Q4 2008

14.8

2.7

4.7

$    9.7

$    29.9

2.0

31.9

43.8

0.638

55.0

0.590

Crude Oil Pipeline System Recast

(amounts in millions, unless otherwise noted, unaudited)

15

694.1

177.4

51.2

675.5

171.5

48.5

Crude oil pipeline throughput (000’s bpd)

Crude oil purchases at wellhead (000’s bpd)

Gross

margin

per

barrel

of

pipeline

throughput

(cents)

(3)

Operating

Highlights

(1)(2)

3,216.0

3.6

5.0

$    32.9

2,298.0

3.5

5.5

$     27.3

Operating expenses

Depreciation and amortization

Selling, general and administrative expenses

Operating income

$ 3,252.5

5.0

3,257.5

$2,330.7

3.6

2,334.3

Sales and other operating revenue

Other income

Total revenues

Financial

Highlights

(1)

Q2 2008

Q1 2008

(1) On January 1, 2009 the reporting segments were realigned.  All prior period reporting segment results were recast for comparative purposes.

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

(3) 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.

Q3 2008

$ 2,763.2

4.0

2,767.2

2,723.6

3.6

5.4

$    34.6

Q4 2008

1,435.7

3.6

5.3

$    57.8

$ 1,500.0

2.4

1,502.4

649.3

176.7

57.2

711.6

185.0

93.4