Sunoco LP Reports Second Quarter 2025 Financial and Operating Results

⁽¹⁾

Adjusted EBITDA and Distributable Cash Flow, as adjusted, are non-GAAP financial measures of performance that have limitations and should not be considered as a substitute for net income. Please refer to the discussion and tables under "Supplemental Information" later in this news release for a discussion of our use of Adjusted EBITDA and Distributable Cash Flow, as adjusted, and a reconciliation to net income.

⁽²⁾

Transaction-related expenses include certain one-time expenses incurred with acquisitions. The Partnership's definition of Adjusted EBITDA includes transaction-related expenses. However, given the magnitude of the completed and pending acquisitions during the periods presented, as well as the expenses related to those transactions, the Partnership is reporting Adjusted EBITDA excluding these expenses in order to portray the Partnership's performance for the period without the impact of these one-time items.

⁽³⁾

A reconciliation of non-GAAP forward looking information to corresponding GAAP measures cannot be provided without unreasonable efforts due to the inherent difficulty in quantifying certain amounts due to a variety of factors, including the unpredictability of commodity price movements and future charges or reversals outside the normal course of business which may be significant.

SUNOCO LP

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(unaudited)

June 30,

2025

December 31,

2024

ASSETS

Current assets:

Cash and cash equivalents

$                    116

$                      94

Accounts receivable, net

1,037

1,162

Inventories, net

1,179

1,068

Other current assets

150

141

Total current assets

2,482

2,465

Property, plant and equipment

9,205

8,914

Accumulated depreciation

(1,534)

(1,240)

Property, plant and equipment, net

7,671

7,674

Other assets:

Operating lease right-of-use assets, net

502

477

Goodwill

1,477

1,477

Intangible assets, net

533

547

Other non-current assets

486

400

Investments in unconsolidated affiliates

1,277

1,335

Total assets

$               14,428

$               14,375

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$                    927

$                 1,255

Accounts payable to affiliates

221

199

Accrued expenses and other current liabilities

448

457

Operating lease current liabilities

32

34

Current maturities of long-term debt

2

2

Total current liabilities

1,630

1,947

Operating lease non-current liabilities

507

479

Long-term debt, net

7,803

7,484

Advances from affiliates

77

82

Deferred tax liabilities

164

157

Other non-current liabilities

150

158

Total liabilities

10,331

10,307

Commitments and contingencies

Equity:

Limited partners:

       Common unitholders (136,603,182 units issued and outstanding as of June 30, 2025 and

          136,228,535 units issued and outstanding as of December 31, 2024)

4,099

4,066

 Class C unitholders - held by subsidiaries (16,410,780 units issued and outstanding as of

     June 30, 2025 and December 31, 2024)

—

—

Accumulated other comprehensive income (loss)

(2)

2

 Total equity

4,097

4,068

Total liabilities and equity

$               14,428

$               14,375

SUNOCO LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in millions, except per unit data)

(unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2025

2024

2025

2024

REVENUES

$                 5,390

$                 6,174

$               10,569

$               11,673

COSTS AND EXPENSES:

Cost of sales

4,821

5,609

9,347

10,624

Operating expenses

145

134

288

222

General and administrative

50

134

89

170

Lease expense

19

17

35

35

(Gain) loss on disposal of assets and impairment charges

(2)

52

1

54

Depreciation, amortization and accretion

154

78

310

121

Total cost of sales and operating expenses

5,187

6,024

10,070

11,226

OPERATING INCOME

203

150

499

447

OTHER INCOME (EXPENSE):

Interest expense, net

(123)

(95)

(244)

(158)

Equity in earnings of unconsolidated affiliates

31

2

63

4

Gain on West Texas Sale

—

598

—

598

Loss on extinguishment of debt

(17)

(2)

(19)

(2)

Other, net

(1)

(3)

(1)

(2)

INCOME BEFORE INCOME TAXES

93

650

298

887

Income tax expense

7

149

5

156

NET INCOME

$                      86

$                    501

$                    293

$                    731

NET INCOME PER COMMON UNIT:

Basic

$                   0.33

$                   3.88

$                   1.55

$                   6.43

Diluted

$                   0.33

$                   3.85

$                   1.54

$                   6.37

WEIGHTED AVERAGE COMMON UNITS OUTSTANDING

Basic

136,432,676

117,271,408

136,350,550

100,848,078

Diluted

137,146,019

118,054,858

137,040,946

101,657,076

CASH DISTRIBUTION PER COMMON UNIT

$               0.9088

$               0.8756

$               1.8064

$               1.7512

SUNOCO LP

SUPPLEMENTAL INFORMATION

(Dollars and units in millions)

(unaudited)

Three Months Ended June 30,

2025

2024

Net income

$                      86

$                    501

Depreciation, amortization and accretion

154

78

Interest expense, net

123

95

Non-cash unit-based compensation expense

5

4

(Gain) loss on disposal of assets and impairment charges

(2)

52

Loss on extinguishment of debt

17

2

Unrealized gains on commodity derivatives

(7)

(6)

Inventory valuation adjustments

40

32

Equity in earnings of unconsolidated affiliates

(31)

(2)

Adjusted EBITDA related to unconsolidated affiliates

51

3

Gain on West Texas Sale

—

(598)

Other non-cash adjustments

11

10

Income tax expense

7

149

Adjusted EBITDA ⁽¹⁾

454

320

Transaction-related expenses

10

80

Adjusted EBITDA ⁽¹⁾, excluding transaction-related expenses

$                    464

$                    400

Adjusted EBITDA ⁽¹⁾

$                    454

$                    320

Adjusted EBITDA related to unconsolidated affiliates

(51)

(3)

Distributable cash flow from unconsolidated affiliates

48

2

Cash interest expense

(118)

(89)

Current income tax expense

(5)

(217)

Transaction-related income taxes

—

199

Maintenance capital expenditures ⁽²⁾

(38)

(26)

Distributable Cash Flow

290

186

Transaction-related expenses and adjustments ⁽³⁾

10

109

Distributable Cash Flow, as adjusted ⁽¹⁾

$                    300

$                    295

Distributions to Partners:

Limited Partners

$                    124

$                    119

General Partner

41

36

Total distributions to be paid to partners

$                    165

$                    155

Common Units outstanding - end of period

136.6

136.0

⁽¹⁾

Adjusted EBITDA is defined as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense, non-cash unit-based compensation expense, gains and losses on disposal of assets, non-cash impairment charges, losses on extinguishment of debt, unrealized gains and losses on commodity derivatives, inventory valuation adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations. We define Distributable Cash Flow as Adjusted EBITDA less cash interest expense, including the accrual of interest expense related to our long-term debt which is paid on a semi-annual basis, current income tax expense, maintenance capital expenditures and other non-cash adjustments. For Distributable Cash Flow, as adjusted, certain transaction-related adjustments and non-recurring expenses are excluded.

We believe Adjusted EBITDA and Distributable Cash Flow, as adjusted, are useful to investors in evaluating our operating performance because:

•

Adjusted EBITDA is used as a performance measure under our revolving credit facility;

•

securities analysts and other interested parties use such metrics as measures of financial performance, ability to make distributions to our unitholders and debt service capabilities;

•

our management uses them for internal planning purposes, including aspects of our consolidated operating budget and capital expenditures; and

•

Distributable Cash Flow, as adjusted, provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance, and as it provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating.

Adjusted EBITDA and Distributable Cash Flow, as adjusted, are not recognized terms under GAAP and do not purport to be alternatives to net income as measures of operating performance or to cash flows from operating activities as a measure of liquidity. Adjusted EBITDA and Distributable Cash Flow, as adjusted, have limitations as analytical tools, and one should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations include:

•

they do not reflect our total cash expenditures, or future requirements for capital expenditures or contractual commitments;

•

they do not reflect changes in, or cash requirements for, working capital;

•

they do not reflect interest expense or the cash requirements necessary to service interest or principal payments on our revolving credit facility or senior notes;

•

although depreciation, amortization and accretion are non-cash charges, the assets being depreciated, amortized and accreted will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and

•

as not all companies use identical calculations, our presentation of Adjusted EBITDA and Distributable Cash Flow, as adjusted, may not be comparable to similarly titled measures of other companies.

Adjusted EBITDA reflects amounts for the unconsolidated affiliates based on the same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliates as those excluded from the calculation of Adjusted EBITDA, such as interest, taxes, depreciation, amortization, accretion and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates. The use of Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly. Inventory valuation adjustments that are excluded from the calculation of Adjusted EBITDA represent changes in lower of cost or market reserves on the Partnership's inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period.

⁽²⁾

For the three months ended June 30, 2025 and 2024, excludes $2 million and $1 million, respectively, for our proportionate share of maintenance capital expenditures related to our investments in ET-S Permian and J.C. Nolan, as these amounts are included in "Distributable cash flow from unconsolidated affiliates."

⁽³⁾

For the three months ended June 30, 2025 and 2024, SUN incurred $10 million and $80 million of transaction-related expenses, respectively. For the calculation of Distributable Cash Flow, as adjusted, transaction-related expenses and adjustments include these transaction-related expenses, as well as $29 million of Distributable Cash Flow attributable to the operations of NuStar for April 1, 2024 through the acquisition date, which represents amounts distributable to SUN's common unitholders (including the holders of the common units issued in the NuStar acquisition) with respect to the second quarter 2024 distribution.

SUNOCO LP

SUMMARY ANALYSIS OF QUARTERLY RESULTS BY SEGMENT

(Tabular dollar amounts in millions)

(unaudited)

Three Months Ended June 30,

2025

2024

Segment Adjusted EBITDA:

Fuel Distribution

$                    206

$                    245

Pipeline Systems

177

53

Terminals

71

22

Adjusted EBITDA

454

320

Transaction-related expenses

10

80

Adjusted EBITDA, excluding transaction-related expenses

$                    464

$                    400

Three Months Ended June 30,

2025

2024

Fuel Distribution segment profit

$                    262

$                    304

Pipeline Systems segment profit

183

172

Terminals segment profit

124

89

Total segment profit

569

565

Depreciation, amortization and accretion, excluding corporate and other

153

77

Gross profit

$                    416

$                    488

Fuel Distribution

Three Months Ended June 30,

2025

2024

Motor fuel gallons sold (millions)

2,188

2,189

Motor fuel profit cents per gallon⁽¹⁾

                   10.5 ¢

                   11.8 ¢

Fuel profit

$                  191

$                  230

Non-fuel profit

41

44

Lease profit

30

30

Fuel Distribution segment profit

$                  262

$                  304

Expenses

$                  102

$                    96

Segment Adjusted EBITDA

$                  206

$                  245

Transaction-related expenses

8

1

Segment Adjusted EBITDA, excluding transaction-related expenses

$                  214

$                  246

⁽¹⁾     Excludes the impact of inventory valuation adjustments consistent with the definition of Adjusted EBITDA.

Pipeline Systems

Three Months Ended June 30,

2025

2024

Pipelines throughput (thousand barrels per day)

1,231

1,264

Pipeline Systems segment profit

$                    183

$                    172

Expenses

$                      58

$                    121

Segment Adjusted EBITDA

$                    177

$                      53

Transaction-related expenses

—

58

Segment Adjusted EBITDA, excluding transaction-related expenses

$                    177

$                    111

Terminals

Three Months Ended June 30,

2025

2024

Throughput (thousand barrels per day)

692

638

Terminals segment profit

$                    124

$                      89

Expenses

$                      54

$                      68

Segment Adjusted EBITDA

$                      71

$                      22

Transaction-related expenses

2

21

Segment Adjusted EBITDA, excluding transaction-related expenses

$                      73

$                      43