Energy Transfer Operating (ET+E) 8-K Sunoco Logistics Partners L.P. Reports Record Earnings for 2009

Fourth Quarter 2009

Earnings Conference Call

January 27, 2010

Sunoco Logistics Partners L.P.

Exhibit 99.3

Forward-Looking Statement

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

conference call for Sunoco Logistics Partners L.P., held on January 27 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

#49826444.

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 # 49826444.

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-Q, filed

with

the

Securities

and

Exchange

Commission

on

November

4,

2009.

We

undertake

no

obligation

to

update

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

2

Q4 2009 Assessment

Record net income for 2009 of $250.4 million compared to $214.5 million in the

prior year; Record performance in all three business segments for 2009

Record performance in all three business segments for 2009

Quarterly net income of $54.4 million or $1.30 per diluted LP unit

Distributable cash flow for 2009 increased to $265.9 million, a 12.2% increase

from 2008

Increased total distribution to $1.09 ($4.36 annualized) per unit, a 10.1 percent

increase over the prior year’s distribution

–

Represents the twenty-sixth distribution increase in the past twenty-seven

quarters

Debt to EBITDA ratio of 2.5 for the last twelve months

3

Incentive Distribution Repurchase

4

Cancelled Incentive Distribution Rights

Exchanged Incentive Distribution Rights

Marginal Percentage

Marginal Percentage

Interest in Distributions

Interest in Distributions

Total Quarterly Distribution

Target Amount

General

Partner

(1)

Unitholders

Total Quarterly Distribution

Target Amount

General

Partner

(1)

Unitholders

Minimum Quarterly

Distribution

$0.450

2%

98%

First Target

Distribution

up to $0.500

2%

98%

No Change

Second Target

Distribution

above $0.500 up to $0.575

15%

85%

Third Target

Distribution

above $0.575 up to $0.700

25%

75%

above $0.575 up to $1.5825

37%

63%

Thereafter

above $0.700

50%

50%

above $1.5825

50%

50%

(1)

Marginal

IDR

percentage

interest

is

inclusive

of

Sunoco

Partners

LLC's

2%

general

partner

interest.

WTI NYMEX Month 2 vs

Month 1

-2

0

2

4

6

2005

2006

2007

2008

2009

-2

0

2

4

6

MB

contango

backwardation

5

Q4 2009 Financial Highlights

($ in millions, unaudited)

Three Months Ended

Twelve Months Ended

December 31,

December 31,

2009

2008

2009

2008

Sales and operating revenue

1,661.0

$   

1,573.0

$   

5,401.8

$   

10,112.3

$    

Other income

6.6

4.4

27.9

24.3

Total revenues

1,667.6

1,577.4

5,429.7

10,136.6

Cost of products sold and other operating expenses

1,572.8

1,469.3

5,023.3

9,786.0

Depreciation and amortization

12.7

10.5

48.0

40.0

Selling, general and administrative expenses

15.7

14.5

63.3

59.3

Impairment Charges

-

-

-

5.7

Total costs and expenses

1,601.2

1,494.3

5,134.6

9,891.0

Operating income

66.4

83.1

295.1

245.6

Interest cost and debt expense, net

12.7

9.0

49.0

35.0

Capitalized interest

(0.7)

(1.2)

(4.3)

(3.9)

Net Income

54.4

$        

75.3

$        

250.4

$      

214.5

$         

6

Q4 2009 Financial Highlights

7

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

Three Months Ended

Twelve Months Ended

December 31,

December 31,

2009

2008

2009

2008

Calculation of Limited Partners' interest:

Net Income

54.4

$        

75.3

$        

250.4

$      

214.5

$      

Less: General Partners' interest

(13.8)

(10.9)

(52.7)

(37.1)

Limited Partners' interest in Net Income

40.6

$        

64.4

$        

197.7

$      

177.4

$      

Net Income per Limited Partner unit:

Basic (1)

1.31

$        

2.25

$        

6.52

$        

6.19

$        

Diluted (1)

1.30

$        

2.23

$        

6.48

$        

6.15

$        

Weighted Average Limited Partners' units

outstanding (in thousands):

Basic

30,981

28,657

30,311

28,650

Diluted

31,199

28,854

30,518

28,837

(1) Effective January 1, 2009, the Partnership adopted  a new pronuncement

, “Application of the Two-Class Method under an existing standard

to Master Limited Partnerships.”

The new pronouncement 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

net income per diluted LP unit of $0.61 and $1.17 for the three

and

twelve months ended December 31, 2009, respectively.

Q4 2009 Financial Highlights

( $ in millions, unaudited)

Three Months Ended

Twelve Months Ended

December 31,

December 31,

2009

2008

2009

2008

Capital Expenditure Data:

Maintenance capital expenditures

16.8

$            

10.0

$            

32.2

$            

25.7

$            

Expansion capital expenditures

49.0

232.2

193.6

305.6

Total

65.8

$            

242.2

$          

225.8

$          

331.3

$          

December 31,

December 31,

2009

2008

Balance Sheet Data (at period end):

Cash and cash equivalents

2.0

$               

2.0

$               

Total debt

868.4

747.6

Total Partners' Capital

861.6

669.9

8

Q4 2009 Financing Update

($ in millions, unaudited)

Balance as of:

December 31, 2009

December 31, 2008

Revolving Credit Facilities (1):

$400 million - due November 2012 (2)

268,973

$                        

323,385

$                        

$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

(549)

(754)

   Total Debt

868,424

$                      

747,631

$                      

(1) As of December 31, 2009, the Partnership has unutilized borrowing capacity of $188.5 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 $109.5 million

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

9

Refined Products Pipeline System

10

(amounts in millions, unless otherwise noted, unaudited)

Three Months Ended

Twelve Months Ended

December 31,

December 31,

2009

(4)

2008

(3)

2009

(4)

2008

(3)

Financial Highlights

Sales and operating revenue

33.1

$      

29.9

$      

127.7

$    

103.5

$    

Other income

3.4

2.0

12.6

8.5

Total revenues

36.5

31.9

140.3

112.0

Operating expenses

16.4

14.8

60.1

48.4

Depreciation and amortization

4.1

2.7

13.7

9.4

Selling, general and administrative expenses

5.8

4.7

21.8

19.8

Operating income

10.2

$      

9.7

$        

44.7

$      

34.4

$      

Operating

Highlights

(1)

Total

shipments

(mm

barrel

miles

per

day)

(2)

56.5

55.0

57.7

46.9

Revenue per barrel mile (cents)

0.636

0.590

0.606

0.603

(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

11

(amounts in millions, unless otherwise noted, unaudited)

Three Months Ended

Twelve Months Ended

December 31,

December 31,

2009

2008

2009

2008

Financial Highlights

Sales and operating revenue

51.9

$      

43.1

$      

191.2

$    

162.5

$    

Other income

0.4

0.0

1.9

0.8

Total revenues

52.3

43.1

193.1

163.3

Operating expenses

22.7

18.7

71.1

64.3

Depreciation and amortization

4.4

4.3

18.9

16.4

Selling, general and administrative expenses

4.7

4.5

19.4

18.4

Impairment charge

-

-

-

5.7

Operating income

20.5

$      

15.6

$      

83.7

$      

58.5

$      

Operating Highlights

Terminal throughput (000's bpd)

Refined

product

terminals

(2),

(3)

466.2

460.2

462.2

436.2

Nederland terminal

531.4

479.6

597.1

526.0

Refinery

terminals

(1)

573.3

669.5

591.2

653.3

(1) Consists of the Partnership 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.

(3) Includes results from the Partnership's purchase of a refined products terminal in Romulus, MI from the acquisition date.

Crude Oil Pipeline System

12

(amounts in millions, unless otherwise noted, unaudited)

Three Months Ended

Twelve Months Ended

December 31,

December 31,

2009

2008

(3)

2009

2008

(3)

Financial Highlights

Sales and operating revenue

1,576.0

$ 

1,500.0

$ 

5,082.8

$ 

9,846.4

$ 

Other income

2.7

2.4

13.4

14.9

Total revenues

1,578.7

1,502.4

5,096.2

9,861.3

Cost of products sold and other operating expenses

1,533.7

1,435.7

4,892.0

9,673.2

Depreciation and amortization

4.1

3.6

15.4

14.3

Selling, general and administrative expenses

5.2

5.3

22.1

21.1

Operating income

35.7

$      

57.8

$      

166.7

$    

152.7

$    

Operating

Highlights

(1)

Terminal throughput (000's bpd)

Crude oil pipeline throughput (000's bpd)

687.1

711.6

658.0

682.6

Crude oil purchases at wellhead (000's bpd)

177.2

185.0

181.6

177.7

Gross

margin

per

barrel

of

pipeline

throughput

(cents)

(2)

60.4

93.4

73.0

63.0

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

(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.

Appendix

Sunoco Logistics Partners L.P.

13

Non-GAAP Financial Measures

($ in thousands, unaudited)

14

Three Months Ended

Twelve Months Ended

December 31,

December 31,

2009

2008

2009

2008

Net Income

54,353

$          

75,320

$          

250,362

$        

214,480

$        

Add: Interest cost and debt expense, net

12,729

9,063

49,007

34,967

Less: Capitalized Interest

(696)

(1,242)

(4,325)

(3,855)

Add: Depreciation and amortization

12,337

10,555

47,665

40,054

Add: Impairment charge

-

-

-

5,674

EBITDA

78,723

$          

93,696

$          

342,709

$        

291,320

$        

Less: Interest expense

12,033

7,821

44,682

31,112

Less: Maintenance capital

16,846

9,998

32,172

25,652

Add: Sunoco reimbursements

-

-

-

2,426

Distributable Cash Flow ("DCF")

49,844

$          

75,877

$          

265,855

$        

236,982

$        

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.  

Non-GAAP Financial Measures

($ in thousands, unaudited)

15

Earnings before interest, taxes, depreciation

Twelve Months Ended

and amortization ("EBITDA")

December 31, 2009

Net Income

250,362

$                     

Add: Interest cost and debt expense

49,007

Less: Capitalized interest

(4,325)

Add: Depreciation and amortization

47,665

EBITDA

342,709

$                     

Total Debt as of December 31, 2009

868,424

$                     

Total Debt to EBITDA Ratio

2.5

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.  

Refined Products Pipeline System Recast

(amounts in millions, unless otherwise noted, unaudited)

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

2.3

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

16

Crude Oil Pipeline System Recast

(amounts in millions, unless otherwise noted, unaudited)

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)

3,216.1

3.6

5.0

$    32.8

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

184.9

93.4

17