Sunoco LP Reports Third 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)

September 30,
2025

December 31,
2024

ASSETS

Current assets:

Cash and cash equivalents

$                 3,239

$                      94

Accounts receivable, net

1,319

1,162

Inventories, net

1,143

1,068

Other current assets

112

141

Total current assets

5,813

2,465

Property, plant and equipment

9,384

8,914

Accumulated depreciation

(1,669)

(1,240)

Property, plant and equipment, net

7,715

7,674

Other assets:

Operating lease right-of-use assets, net

560

477

Goodwill

1,477

1,477

Intangible assets, net

526

547

Other non-current assets

476

400

Investments in unconsolidated affiliates

1,278

1,335

Total assets

$               17,845

$               14,375

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$                 1,106

$                 1,255

Accounts payable to affiliates

205

199

Accrued expenses and other current liabilities

522

457

Operating lease current liabilities

32

34

Current maturities of long-term debt

2

2

Total current liabilities

1,867

1,947

Operating lease non-current liabilities

563

479

Long-term debt, net

9,476

7,484

Advances from affiliates

78

82

Deferred tax liabilities

170

157

Other non-current liabilities

150

158

Total liabilities

12,304

10,307

Commitments and contingencies

Series A Preferred Units

1,477

—

Equity:

Limited partners:

    Common unitholders (136,604,563 units issued and outstanding as of September 30, 2025 and
          136,228,535 units issued and outstanding as of December 31, 2024)

4,066

4,066

 Class C unitholders - held by subsidiaries (16,410,780 units issued and outstanding as of  
      September 30, 2025 and December 31, 2024)

—

—

Accumulated other comprehensive income (loss)

(2)

2

 Total equity

4,064

4,068

Total liabilities and equity

$               17,845

$               14,375

SUNOCO LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in millions, except per unit data)

(unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

REVENUES

$                 6,032

$                 5,751

$               16,601

$               17,424

COSTS AND EXPENSES:

Cost of sales

5,386

5,327

14,733

15,951

Operating expenses

162

151

450

373

General and administrative

51

55

140

225

Lease expense

19

18

54

53

(Gain) loss on disposal of assets and impairment charges

3

(2)

4

52

Depreciation, amortization and accretion

159

95

469

216

Total cost of sales and operating expenses

5,780

5,644

15,850

16,870

OPERATING INCOME

252

107

751

554

OTHER INCOME (EXPENSE):

Interest expense, net

(131)

(116)

(375)

(274)

Equity in earnings of unconsolidated affiliates

40

31

103

35

Gain on West Texas Sale

—

—

—

598

Loss on extinguishment of debt

(12)

—

(31)

(2)

Other, net

(1)

(5)

(2)

(7)

INCOME BEFORE INCOME TAXES

148

17

446

904

Income tax expense

11

15

16

171

NET INCOME

$                    137

$                        2

$                    430

$                    733

Less: Net income attributable to noncontrolling interests

—

—

—

8

Less: Net income attributable to Series A Preferred Units

4

—

4

—

NET INCOME ATTRIBUTABLE TO COMMON UNITS AND IDRs

$                    133

$                        2

$                    426

$                    725

NET INCOME (LOSS) PER COMMON UNIT:

Basic

$                   0.64

$                 (0.26)

$                   2.19

$                   5.44

Diluted

$                   0.64

$                 (0.26)

$                   2.18

$                   5.40

WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:

Basic

136,604,533

135,998,435

136,436,142

112,650,388

Diluted

137,346,932

136,844,312

137,135,374

113,466,864

CASH DISTRIBUTION PER COMMON UNIT

$               0.9202

$               0.8756

$               2.7266

$               2.6268

SUNOCO LP

SUPPLEMENTAL INFORMATION

(Dollars and units in millions)

(unaudited)

Three Months Ended September 30,

Net income

$                    137

$                        2

Depreciation, amortization and accretion

159

95

Interest expense, net

131

116

Non-cash unit-based compensation expense

5

4

(Gain) loss on disposal of assets and impairment charges

3

(2)

Loss on extinguishment of debt

12

—

Unrealized losses on commodity derivatives

15

1

Inventory valuation adjustments

(10)

197

Equity in earnings of unconsolidated affiliates

(40)

(31)

Adjusted EBITDA related to unconsolidated affiliates

58

47

Other non-cash adjustments

8

12

Income tax expense

11

15

Adjusted EBITDA ⁽¹⁾

489

456

Transaction-related expenses

7

14

Adjusted EBITDA ⁽¹⁾, excluding transaction-related expenses

$                    496

$                    470

Adjusted EBITDA ⁽¹⁾

$                    489

$                    456

Adjusted EBITDA related to unconsolidated affiliates

(58)

(47)

Distributable cash flow from unconsolidated affiliates

54

45

Series A Preferred Units distributions

(4)

—

Cash interest expense

(120)

(112)

Current income tax (expense) benefit

(4)

36

Transaction-related income taxes

—

(17)

Maintenance capital expenditures ⁽²⁾

(38)

(26)

Distributable Cash Flow

319

335

Transaction-related expenses and adjustments ⁽³⁾

7

14

Distributable Cash Flow, as adjusted ⁽¹⁾

$                    326

$                    349

Distributions to Partners:

Limited Partners

$                    126

$                    119

General Partner

42

36

Total distributions to be paid to partners

$                    168

$                    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 September 30, 2025 and 2024, excludes $4 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 September 30, 2025 and 2024, SUN incurred $7 million and $14 million of transaction-related expenses, respectively.

SUNOCO LP

SUMMARY ANALYSIS OF QUARTERLY RESULTS BY SEGMENT

(Tabular dollar amounts in millions)

(unaudited)

Three Months Ended September 30,

2025

2024

Segment Adjusted EBITDA:

Fuel Distribution

$                    232

$                    253

Pipeline Systems

182

136

Terminals

75

67

Adjusted EBITDA

489

456

Transaction-related expenses

7

14

Adjusted EBITDA, excluding transaction-related expenses

$                    496

$                    470

Three Months Ended September 30,

2025

2024

Fuel Distribution segment profit

$                    329

$                    164

Pipeline Systems segment profit

189

159

Terminals segment profit

128

101

Total segment profit

646

424

Depreciation, amortization and accretion, excluding corporate and other

159

93

Gross profit

$                    487

$                    331

Three Months Ended September 30,

2025

2024

Motor fuel gallons sold (millions)

2,295

2,138

Motor fuel profit cents per gallon⁽¹⁾

                   10.7 ¢

                   12.8 ¢

Fuel profit

$                  254

$                    96

Non-fuel profit

44

39

Lease profit

31

29

Fuel Distribution segment profit

$                  329

$                  164

Expenses

$                  113

$                  100

Segment Adjusted EBITDA

$                  232

$                  253

Transaction-related expenses

6

—

Segment Adjusted EBITDA, excluding transaction-related expenses

$                  238

$                  253

⁽¹⁾     

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

Three Months Ended September 30,

2025

2024

Pipelines throughput (thousand barrels per day)

1,296

1,165

Pipeline Systems segment profit

$                    189

$                    159

Expenses

$                      66

$                      72

Segment Adjusted EBITDA

$                    182

$                    136

Transaction-related expenses

—

11

Segment Adjusted EBITDA, excluding transaction-related expenses

$                    182

$                    147

Three Months Ended September 30,

2025

2024

Throughput (thousand barrels per day)

656

694

Terminals segment profit

$                    128

$                    101

Expenses

$                      53

$                      52

Segment Adjusted EBITDA

$                      75

$                      67

Transaction-related expenses

1

3

Segment Adjusted EBITDA, excluding transaction-related expenses

$                      76

$                      70