HOUSTON, Nov. 4, 2015 /PRNewswire/ -- Sunoco LP (NYSE: SUN) ("SUN" or the "Partnership") today announced financial and operating results for the three months ended September 30, 2015.

Pro forma Adjusted EBITDA attributable to partners totaled $148.7 million, compared with Adjusted EBITDA attributable to partners of $14.0 million in the third quarter of 2014. Third quarter pro forma Adjusted EBITDA attributable to partners excludes July pre-acquisition earnings for Susser Holdings Corporation and transaction-related expenses.

Distributable cash flow attributable to partners, as adjusted, was $112.4 million, compared to $12.2 million a year earlier, and distributable cash flow per common unit was $1.77. The favorable year-over-year comparisons primarily reflect the contributions from the dropdown acquisitions of Susser Holdings Corporation ("Susser") in July 2015, a 31.58 percent interest in the wholesale fuel distribution business of Sunoco, LLC in April 2015 and the MACS convenience stores in October 2014 from SUN's affiliate, Energy Transfer Partners, L.P. (NYSE: ETP), along with the purchase of Aloha Petroleum in December 2014 and the Aziz Quick Stop stores in August.

On November 3, the Board of Directors of SUN's general partner declared a distribution for the third quarter of 2015 of $0.7454 per unit, which corresponds to $2.9816 per unit on an annualized basis. This represents a 7.5 percent increase compared to the distribution for the second quarter of 2015 and an approximate 37 percent increase compared with the third quarter of 2014. This is the Partnership's 10th consecutive quarterly distribution increase. The distribution will be paid on November 27 to unitholders of record on November 17. SUN achieved a 2.0 times distribution coverage ratio for the third quarter.

Revenue was $4.5 billion, up 243.9 percent compared to $1.3 billion in the third quarter of 2014. The increase was the result of the contribution of merchandise and retail fuel sales from the Susser, MACS and Aloha convenience stores, the wholesale fuel distribution sales from MACS, Aloha Petroleum and SUN's interest in Sunoco, LLC on a consolidated basis and higher rental income.

Total gross profit was $381.1 million, compared to $21.9 million in the third quarter of 2014. Key drivers of the increase were the contributions from the previously mentioned acquisitions, which resulted in higher-margin retail fuel gallons and merchandise being added to the overall sales mix.

Net income attributable to partners was $27.5 million, or $0.30 per diluted unit, versus $1.0 million, or $0.04 per diluted unit, in the third quarter of last year.

On a weighted average basis, excluding non-controlling interest, fuel margin for all gallons sold increased to 20.6 cents per gallon, compared to 3.8 cents per gallon a year ago. Sales of higher margin retail gallons by Susser, MACS and Aloha -- along with a change in the wholesale fuel customer mix related to the Sunoco, LLC, MACS and Aloha acquisitions -- drove most of the margin increase.

Adjusted EBITDA attributable to partners related to the wholesale segment was $76.4 million in the third quarter. Excluding the non-controlling interest, total wholesale gallons sold in the third quarter were 698.8 million, compared with 468.4 million in the third quarter of last year, an increase of 49.2 percent. This includes gallons sold to affiliate-operated convenience stores, consignment stores and third-party customers, including independent dealers, fuel distributors and commercial customers.

As a result of the Susser Holdings acquisition which converted legacy Susser wholesale affiliate volumes to retail volumes, motor fuel gallons sold to affiliates decreased to 90.4 million gallons during the third quarter of 2015. Affiliate customers for the quarter included Sunoco retail fuel and convenience store sites operated by a subsidiary of ETP and that currently remain at ETP.

Other third-party wholesale gallons increased from a year ago by 267.4 percent to 608.4 million gallons related to the acquisitions of MACS, Aloha and 31.58 percent of Sunoco LLC. Gross profit on these gallons was 15.2 cents per gallon, compared to 5.3 cents per gallon a year earlier, driven by the change in customer mix related to the acquisitions.

Adjusted EBITDA attributable to partners related to the retail segment, including both fuel and merchandise, was $95.3 million in the third quarter. Total retail gallons sold during the third quarter totaled 353.6 million gallons on which the Partnership earned 34.1 cents per gallon. Merchandise sales totaled $429.9 million and contributed $142.5 million of gross profit at a margin of approximately 33.2%.

Retail gallons sold by the newly acquired Susser locations during the third quarter totaled 300.6 million gallons. Gross profit on these gallons was $86.0 million. Merchandise sales from these locations totaled $368.6 million and contributed $127.3 million of gross profit. On a same store sales basis, the retail business in the Southwest recorded a 2.7 percent increase in merchandise sales and a 1.9 percent decline in fuel gallons for the quarter. Excluding markets that are directly impacted by lower oil and gas activity, SUN achieved a 4.7 percent increase in merchandise sales and a 0.1 percent increase in fuel gallons, on a same store basis. As of September 30, SUN operated 706 retail convenience stores and fuel outlets in Texas, Oklahoma and New Mexico.

The remaining retail business is comprised of locations from the MACS and Aloha acquisitions. On a same store sale basis, the MACS and Aloha retail business achieved 2.5 percent growth in fuel gallons and 15 percent on merchandise for the quarter. As of September 30, SUN operated 157 retail convenience stores and fuel outlets in Virginia, Hawaii, Tennessee, Maryland and Georgia.

SUN's other recent accomplishments include the following:


    --  On July 31 SUN completed the acquisition of Susser Holdings Corporation
        from affiliates of ETP in a transaction valued at approximately $1.93
        billion. SUN paid approximately $967 million in cash and issued to ETP's
        subsidiaries approximately 21.98 million Class B SUN Units valued at
        $967 million. These units were converted to common units on August 19,
        2015. The Susser acquisition was accounted for as a transaction between
        entities under common control, which requires SUN to retrospectively
        adjust its financial statements to include the balances and operations
        of Susser from September 1, 2014, the date of common control.
    --  In August, SUN completed the acquisition of 27 Aziz Quick Stop
        convenience stores in South Texas and is in the process of rebranding
        most of the stores to the Stripes convenience store brand. The
        Partnership also expects to complete the previously announced
        acquisition of a wholesale motor fuel distribution business serving the
        Northeastern United States for $57 million, plus inventory value, in the
        fourth quarter. This acquisition is expected to be immediately accretive
        to SUN with respect to distributable cash flow and will be funded using
        amounts available under SUN's revolving credit facility.
    --  On July 20, in connection with the Susser acquisition, SUN issued $600
        million of 5.5 percent senior notes due 2020 through an upsized private
        offering that raised net proceeds of $592.5 million. The Partnership
        also issued 5.5 million new common units in a public offering at a price
        of $40.10 per unit. The offering was completed on July 21 and raised net
        proceeds of $212.9 million.
    --  As of September 30, SUN had outstanding borrowings under its $1.5
        billion revolving credit facility of $875.0 million (and $11.8 million
        in standby letters of credit) and its credit ratio, as defined by the
        credit agreement, was 4.4 times.

SUN's gross capital expenditures for the third quarter excluding acquisitions totaled $94.5 million.

An analysis of SUN's segment results and other supplementary data is provided after the financial tables shown below.

Third Quarter 2015 Earnings Conference Call

Sunoco LP management will hold a conference call on Thursday, November 5, at 9:00 a.m. CT (10:00 a.m. ET) to discuss third quarter results and recent developments. To participate, dial 412-902-0003 approximately 10 minutes early and ask for the Sunoco LP conference call. The call will also be accessible live and for later replay via webcast in the Investor Relations section of Sunoco's website at www.SunocoLP.com under Events and Presentations. A telephone replay will be available through November 12 by calling 201-612-7415 and using the access code 13622354#.

About Sunoco LP

Sunoco LP (NYSE: SUN) is a master limited partnership that operates more than 850 convenience stores and retail fuel sites and distributes motor fuel to c-stores, independent dealers, commercial customers and distributors located in 30 states at approximately 6,800 sites, both directly and through our 31.6 percent interest in Sunoco, LLC, owned in partnership with Energy Transfer Partners (NYSE: ETP). Our parent -- Energy Transfer Equity (NYSE: ETE) -- owns SUN's general partner and incentive distribution rights. ETP owns a 50.8% limited partner interest. For more information, visit the Sunoco LP website at www.SunocoLP.com

Forward-Looking Statements

This press release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management's control. An extensive list of factors that can affect future results are discussed in the Partnership's Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

The information contained in this press release is available on our website at www.SunocoLP.com

Contacts

Investors:

Scott Grischow, Director of Investor Relations and Treasury
(361) 884-2463, scott.grischow@sunoco.com

Anne Pearson
Dennard-Lascar Associates
(210) 408-6321, apearson@dennardlascar.com

Media:

Jeff Shields, Communications Manager
(215) 977-6056, jpshields@sunocoinc.com

Jessica Davila-Burnett, Public Relations Director
(361) 654-4882, jessica.davila-burnett@susser.com

- Financial Schedules Follow -




                                                  SUNOCO LP

                                         CONSOLIDATED BALANCE SHEETS

                                        (in thousands, except units)

                                                 (unaudited)


                                                         December 31,                  September 30,
                                                              2014                           2015
                                                        -------------                  --------------

    Assets

    Current assets:

    Cash and cash equivalents                                              $125,426                                    $47,773

    Advances to affiliates                                                396,376                                    242,639

    Accounts receivable, net                                              257,065                                    317,840

    Receivables from affiliates (MACS: $3,484 at
     December 31, 2014 and $5,549 at September
     30, 2015)                                                              4,941                                     25,222

    Inventories, net                                                      440,294                                    350,613

    Other current assets                                                   72,557                                     65,782
                                                                           ------                                     ------

    Total current assets                                                1,296,659                                  1,049,869

    Property and equipment, net (MACS: $45,340
     at December 31, 2014 and $44,161 at
     September 30, 2015)                                                2,081,126                                  2,298,004

    Other assets:

    Goodwill                                                            1,854,436                                  1,799,044

    Intangible assets, net                                                893,455                                    980,591

    Other noncurrent assets (MACS: $3,665 at
     December 31, 2014 and September 30, 2015)                             35,568                                     52,085
                                                                           ------                                     ------

    Total assets                                                         $6,161,244                                 $6,179,593
                                                                         ==========                                 ==========

    Liabilities and equity

    Current liabilities:

    Accounts payable (MACS: $6 at
     December 31, 2014 and September
     30, 2015)                                                             $383,496                                   $439,158

    Accounts payable to affiliates                                         56,969                                     35,449

    Accrued expenses and other current
     liabilities (MACS: $484 at December 31,
     2014 and September 30, 2015)                                         291,047                                    253,777

    Current maturities of long-term debt (MACS:
     $8,422 at December 31, 2014 and $8,393 at
     September 30, 2015)                                                   13,772                                     13,762
                                                                           ------                                     ------

    Total current liabilities                                             745,284                                    742,146

    Revolving line of credit                                              683,378                                    875,000

    Long-term debt (MACS: $48,029 at December
     31, 2014 and $46,400 at September 30,
     2015)                                                                408,826                                  1,568,447

    Deferred income tax liability                                         391,332                                    419,303

    Other noncurrent liabilities (MACS: $1,190 at
     December 31, 2014 and September 30, 2015)                             89,268                                     95,552
                                                                           ------                                     ------

    Total liabilities                                                   2,318,088                                  3,700,448
                                                                        ---------                                  ---------

    Commitments and contingencies (Note 13)

    Partners' capital:

    Limited partner interest:

    Common unitholders -public (20,036,329
     units issued and outstanding at December
     31, 2014 and 25,536,329 at September 30,
     2015)                                                                874,688                                  1,092,954

    Common unitholders -affiliated (4,062,848
     units issued and outstanding at December
     31, 2014 and 26,837,310 at September 30,
     2015)                                                                 27,459                                  1,267,056

    Subordinated unitholders -affiliated
     (10,939,436 units issued and outstanding
     at December 31, 2014 and September 30,
     2015)                                                          -                                      74,991

    Class A unitholders -held by subsidiary
     (no units issued or outstanding at
     December 31, 2014 and 11,018,744 at
     September 30, 2015)                                            -

                                                                                                                -
                                                                                                              ---

    Total partners' capital                                               902,147                                  2,435,001

    Predecessor equity                                                  2,946,653                                          -

    Noncontrolling interest                                               (5,644)                                    44,144
                                                                           ------                                     ------

    Total equity                                                        3,843,156                                  2,479,145
                                                                        ---------                                  ---------

    Total liabilities and equity                                         $6,161,244                                 $6,179,593
                                                                         ==========                                 ==========


    Parenthetical amounts represent assets and liabilities attributable to consolidated variable interest entities
       of Mid-Atlantic Convenience Stores, LLC (MACS) as of December 31, 2014 and September 30, 2015.


                                                                           SUNOCO LP

                                                CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

                                                       (in thousands, except unit and per unit amounts)

                                                                          (unaudited)


                                             July 1, 2014                                                   September 1,               Three Months
                                            through August                                                  2014 through             Ended September
                                               31, 2014                                                     September 30,                30, 2015
                                                                                                                 2014
                                           ---------------                                                 -------------             ----------------

                                             Predecessor                                                                  Successor

    Revenues

    Retail motor fuel sales                              $                                 -                                                $350,689              $854,140

    Wholesale motor fuel sales to third
     parties                                                                       323,281                                                1,021,267             2,664,186

    Wholesale motor fuel sales to
     affiliates                                                                    571,755                                                  271,726               500,362

    Merchandise sales                                                                    -                                                 115,070               429,891

    Rental income                                                                    3,424                                                    2,531                18,411

    Other                                                                            1,117                                                    9,300                20,327
                                                                                     -----                                                    -----                ------

    Total revenues                                                                 899,577                                                1,770,583             4,487,317

    Cost of sales

    Retail motor fuel cost of sales                                                      -                                                 326,538               740,632

    Wholesale motor fuel cost of sales                                             882,666                                                1,300,425             3,076,942

    Merchandise cost of sales                                                            -                                                  78,091               287,364

    Other                                                                              553                                                      426                 1,232
                                                                                       ---                                                      ---                 -----

    Total cost of sales                                                            883,219                                                1,705,480             4,106,170

    Gross profit                                                                    16,358                                                   65,103               381,147

    Operating expenses

    General and administrative                                                       6,833                                                   10,844                42,752

    Other operating                                                                  1,169                                                   55,025               183,623

    Rent                                                                               196                                                    5,048                23,586

    Loss (gain) on disposal of assets                                                  (3)                                                    (34)                  696

    Depreciation, amortization and
     accretion                                                                       3,798                                                   13,309                45,601
                                                                                     -----                                                   ------                ------

    Total operating expenses                                                        11,993                                                   84,192               296,258
                                                                                    ------                                                   ------               -------

    Income from operations                                                           4,365                                                 (19,089)               84,889

    Interest expense, net                                                          (1,491)                                                 (3,371)             (28,517)
                                                                                    ------                                                   ------               -------

    Income before income taxes                                                       2,874                                                 (22,460)               56,372

    Income tax expense                                                                (91)                                                   (980)             (28,972)
                                                                                       ---                                                     ----               -------

    Net income (loss) and comprehensive
     income (loss)                                                                   2,783                                                 (23,440)               27,400

    Less: Net loss and comprehensive loss
     attributable to noncontrolling
     interest                                            -                                                                         -                  (12,142)

    Less: Preacquisition income allocated
     to general partner                                                                  -                                                (21,684)               11,998
                                                                                       ---                                                 -------                ------

    Net income (loss) and
     comprehensive income
     (loss) attributable to
     partners                                                                         $2,783                                                 $(1,756)              $27,544
                                                                                      ======                                                  =======               =======

    Net income (loss) per limited partner
     unit:

    Common (basic and diluted)                                                         $0.13                                                  $(0.09)                $0.30

    Subordinated (basic and
     diluted)                                                                          $0.13                                                  $(0.09)                $0.53

    Weighted average limited partner units
     outstanding:

    Common units - public                                                       10,957,974                                               10,974,491            24,340,677

    Common units - affiliated                                                       79,308                                                   79,308            19,431,349

    Subordinated units - affiliated                                             10,939,436                                               10,939,436            10,939,436

    Cash distribution per unit                           $                                 -                                                 $0.5457               $0.7454




                                                                            SUNOCO LP

                                                 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

                                                        (in thousands, except unit and per unit amounts)

                                                                           (unaudited)


                                            January 1, 2014                                                  September 1,               Nine Months
                                            through August                                                   2014 through             Ended September
                                               31, 2014                                                      September 30,                30, 2015
                                                                                                                  2014
                                           ----------------                                                 -------------             ----------------

                                              Predecessor                                                                  Successor

    Revenues

    Retail motor fuel sales                               $                                 -                                                $350,689          $2,538,495

    Wholesale motor fuel sales to third
     parties                                                                      1,275,422                                                1,021,267           8,021,741

    Wholesale motor fuel sales to
     affiliates                                                                   2,200,394                                                  271,726           1,391,145

    Merchandise sales                                                                     -                                                 115,070           1,195,306

    Rental income                                                                    11,690                                                    2,531              54,202

    Other                                                                             4,683                                                    9,300              59,834
                                                                                      -----                                                    -----              ------

    Total revenues                                                                3,492,189                                                1,770,583          13,260,723

    Cost of sales

    Retail motor fuel cost of sales                                                       -                                                 326,538           2,281,887

    Wholesale motor fuel cost of sales                                            3,429,169                                                1,300,425           9,048,913

    Merchandise cost of sales                                                             -                                                  78,091             801,231

    Other                                                                             2,339                                                      426               3,744
                                                                                      -----                                                      ---               -----

    Total cost of sales                                                           3,431,508                                                1,705,480          12,135,775

    Gross profit                                                                     60,681                                                   65,103           1,124,948

    Operating expenses

    General and administrative                                                       17,075                                                   10,844             131,175

    Other operating                                                                   4,964                                                   55,025             504,813

    Rent                                                                                729                                                    5,048              70,097

    Loss (gain) on disposal of assets                                                  (39)                                                    (34)              1,531

    Depreciation, amortization and
     accretion                                                                       10,457                                                   13,309             144,128
                                                                                     ------                                                   ------             -------

    Total operating expenses                                                         33,186                                                   84,192             851,744
                                                                                     ------                                                   ------             -------

    Income from operations                                                           27,495                                                 (19,089)            273,204

    Interest expense, net                                                           (4,767)                                                 (3,371)           (57,692)
                                                                                     ------                                                   ------             -------

    Income before income taxes                                                       22,728                                                 (22,460)            215,512

    Income tax expense                                                                (218)                                                   (980)           (43,657)
                                                                                       ----                                                     ----             -------

    Net income (loss) and comprehensive
     income (loss)                                                                   22,510                                                 (23,440)            171,855

    Less: Net income and comprehensive
     income attributable to noncontrolling
     interest                                             -                                                                         -                  49,788

    Less: Preacquisition income (loss)
     allocated to general partner                                                         -                                                (21,684)             64,789
                                                                                        ---                                                 -------              ------

    Net income (loss) and
     comprehensive income
     (loss) attributable to
     partners                                                                         $22,510                                                 $(1,756)            $57,278
                                                                                      =======                                                  =======             =======

    Net income (loss) per limited partner
     unit:

    Common (basic and diluted)                                                          $1.02                                                  $(0.09)              $0.97

    Subordinated (basic and
     diluted)                                                                           $1.02                                                  $(0.09)              $1.22

    Weighted average limited partner units
     outstanding:

    Common units - public                                                        10,944,309                                               10,974,491          21,486,878

    Common units - affiliated                                                        79,308                                                   79,308           9,507,137

    Subordinated units - affiliated                                              10,939,436                                               10,939,436          10,939,436

    Cash distribution per unit                                                        $1.0218                                                  $0.5457             $2.0838

Key Operating Metrics

The following information is intended to provide investors with a reasonable basis for assessing our historical operations but should not serve as the only criteria for predicting our future performance.

Beginning with the acquisition of MACS, we began operating our business in two primary operating segments, wholesale and retail, both of which are included as reportable segments. As a result, the three month period ended September 30, 2014 includes retail operations for the month of September 2014, only.

On April 1, 2015 we acquired a 31.58% membership interest in Sunoco LLC. Because we have a controlling financial interest in Sunoco LLC as a result of our 50.1% voting interest, our consolidated financial statements include 100% of Sunoco LLC. The 68.42% membership interest in Sunoco LLC that we do not own is presented as noncontrolling interest in our consolidated financial statements.

The following table sets forth, for the periods indicated, information concerning key measures we rely on to gauge our operating performance (in thousands, except for gross profit per gallon):




                                                                  Three Months ended September 30,
                                                                  --------------------------------

                                                                       2014                                                     2015
                                                                       ----                                                     ----

                               Wholesale (2)                       Retail (2)                      Total (1)          Wholesale             Retail   Total
                               ------------                         ---------                      --------           ---------             ------   -----

                                             (Combined)

    Revenues

    Retail motor fuel sales                $                    -                                           $350,689              $350,689         $               -  $854,140     $854,140

    Wholesale motor fuel sales
     to third parties                                   1,344,548                                                   -            1,344,548                 2,664,186          -   2,664,186

    Wholesale motor fuel sales
     to affiliates                                        843,481                                                   -              843,481                   500,362          -     500,362

    Merchandise sales                                           -                                            115,070               115,070                         -   429,891      429,891

    Rental income                                           5,710                                                 245                 5,955                    11,332      7,079       18,411

    Other income                                            5,025                                               5,392                10,417                    12,054      8,273       20,327
                                                            -----                                               -----                ------                    ------      -----       ------

    Total revenue                                       2,198,764                                             471,396             2,670,160                 3,187,934  1,299,383    4,487,317

    Gross profit

    Retail motor fuel                                           -                                             24,151                24,151                         -   113,508      113,508

    Wholesale motor fuel                                    4,938                                                   -                4,938                    87,606          -      87,606

    Merchandise                                                 -                                             36,979                36,979                         -   142,527      142,527

    Rental and other                                        9,757                                               5,636                15,393                    27,787      9,719       37,506
                                                            -----                                               -----                ------                    ------      -----       ------

    Total gross profit                                    $14,695                                             $66,766               $81,461                  $115,393   $265,754     $381,147

    Net income and
     comprehensive income
     attributable to partners
     (6)                                                  $4,030                                            $(3,003)               $1,027                   $21,398     $6,146      $27,544

    Adjusted EBITDA
     attributable to partners
     (6) (7)                                              $24,542                                             $17,023               $41,565                   $76,397    $95,271     $171,668

    Distributable cash flow
     attributable to partners,
     as adjusted (6) (7)                                                                                                          $12,242                                        $112,378

    Operating Data

    Total motor fuel gallons
     sold:

    Retail                                                                                                   107,352               107,352                             353,641      353,641

    Wholesale  (3)                                        534,502                                                                  534,502                 1,308,781              1,308,781

    Wholesale contract
     affiliated (4)                                       290,912                                                                  290,912                   286,215                286,215

    Motor fuel gross profit
     (cents per gallon) (5):

    Retail                                                                                                     23.3¢                                                   34.1¢

    Wholesale (3)                                            6.7¢                                                                                            12.5¢

    Wholesale contract
     affiliated (4)                                          3.3¢                                                                                             4.0¢

    Volume-weighted average
     for all gallons                                                                                                                 7.6¢                                          15.2¢

    Retail merchandise margin                                                                                  32.1%                                                   33.2%



             (1)    Reflects combined results of the Predecessor period
                     from July 1, 2014 through August 31, 2014, and the
                     Successor period from September 1, 2014 to
                     September 30, 2014. The impact from "push down"
                     accounting related to the ETP Merger resulted in a
                     $0.2 million increase in depreciation,
                     amortization and accretion expense.

             (2)    Reflects MACS and Sunoco LLC wholesale operations
                     and MACS and Susser retail operations, beginning
                     September 1, 2014.

             (3)    Reflects all wholesale transactions excluding those
                     pursuant to the Susser and Sunoco, Inc.
                     Distribution Contracts.

             (4)    Reflects transactions pursuant to the Susser
                     Distribution Contract for July 1, 2014 through
                     August 31, 2014 and the Sunoco, Inc. Distribution
                     Contract at set margins as dictated by the
                     agreements.

             (5)    Excludes impact of inventory fair value adjustments
                     consistent with our definition of Adjusted EBITDA.

             (6)    Excludes the noncontrolling interest results of
                     operations related to our consolidated variable
                     interest entities ("VIE"s and Sunoco LLC.

             (7)    We define EBITDA as net income before net interest
                     expense, income tax expense and depreciation,
                     amortization and accretion expense. Adjusted
                     EBITDA further adjusts EBITDA to reflect certain
                     other non-recurring and non-cash items.
                     Effective September 1, 2014, as a result of the
                     ETP Merger and in an effort to conform the method
                     by which we measure our business to that of ETP's
                     operations, we now define Adjusted EBITDA to also
                     include adjustments for unrealized gains and
                     losses on commodity derivatives and inventory fair
                     value adjustments. We define distributable cash
                     flow as Adjusted EBITDA less cash interest expense
                     including the accrual of interest expense related
                     to our 2020 and 2023 Senior Notes which is paid on
                     a semi-annual basis, current income tax expense,
                     maintenance capital expenditures, and other non-
                     cash adjustments. Further adjustments are made to
                     distributable cash flow for certain transaction-
                     related and non-recurring expenses that are
                     included in net income are excluded.


                     We believe EBITDA, Adjusted EBITDA and
                     distributable cash flow 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; 
    they are used by
                      our management for internal planning purposes,
                      including aspects of our consolidated operating
                      budget, and capital expenditures; and
                      
    distributable cash flow provides useful
                      information to investors as it is a widely
                      accepted financial indicator used by investors to
                      compare partnership performance, as it provides
                      investors an enhanced perspective of the operating
                      performance of our assets and the cash our
                      business is generating.

                    EBITDA, Adjusted EBITDA and distributable cash flow
                     are not recognized terms under GAAP and do not
                     purport to be alternatives to net income (loss) as
                     measures of operating performance or to cash flows
                     from operating activities as a measure of
                     liquidity. EBITDA, Adjusted EBITDA and
                     distributable cash flow 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 term loan; 
    although
                      depreciation and amortization are non-cash
                      charges, the assets being depreciated and
                      amortized will often have to be replaced in the
                      future, and EBITDA and Adjusted EBITDA do not
                      reflect cash requirements for such replacements;
                      and 
    because not all companies use identical
                      calculations, our presentation of EBITDA, Adjusted
                      EBITDA and distributable cash flow may not be
                      comparable to similarly titled measures of other
                      companies.

The following table presents a reconciliation of net income to EBITDA, Adjusted EBITDA and distributable cash flow for the three months ended September 30, 2014 and 2015 (in thousands):



                                                                              Three Months ended September 30,
                                                                              --------------------------------

                                                                                 2014                                         2015
                                                                                 ----                                         ----

                                  Wholesale (2)                    Retail (2)                           Total (1) Wholesale        Retail           Total
                                  -------------                    ---------                            --------  ---------        ------           -----

                                                        (Combined)

    Net income and
     comprehensive income                       $(25,524)                                      $4,867              $(20,657)              $12,847         $14,553      $27,400

       Depreciation, amortization
        and accretion                               9,056                                        8,051                 17,107                13,571          32,030       45,601

       Interest expense, net                        2,465                                        2,397                  4,862                12,338          16,179       28,517

    Income tax expense
     (benefit)                                      1,062                                            9                  1,071                    39          28,933       28,972
                                                    -----                                          ---                  -----                   ---          ------       ------

    EBITDA                                       (12,941)                                      15,324                  2,383                38,795          91,695      130,490

       Non-cash stock
        compensation expense                        3,537                                        2,081                  5,618                 1,398             496        1,894

       Loss on disposal of assets
        & impairment charge                          (92)                                          55                   (37)                  920           (224)         696

       Unrealized gains on
        commodity derivatives                         794                                            -                   794                   735               -         735

       Inventory fair value
        adjustments (9)                            47,535                                          893                 48,428                87,307           7,240       94,547
                                                   ------                                          ---                 ------                ------           -----       ------

    Adjusted EBITDA                               $38,833                                      $18,353                $57,186              $129,155         $99,207     $228,362

    Adjusted EBITDA
     attributable to
     noncontrolling interest                       14,291                                        1,330                 15,621                52,758           3,936       56,694
                                                   ------                                        -----                 ------                ------           -----       ------

    Adjusted EBITDA
     attributable to partners                      24,542                                       17,023                 41,565                76,397          95,271      171,668

    Cash interest expense (8)                                                                                         1,878                                           27,419

    Income tax expense
     (current)(benefit)                                                                                                  99                                              537

    Maintenance capital
     expenditures                                                                                                       174                                            8,351

    Preacquisition earnings                                                                                          27,610                                           23,841
                                                                                                                     ------                                           ------

    Distributable cash flow
     attributable to partners                                                                                       $11,804                                         $111,520
                                                                                                                    -------                                         --------

    Transaction-related
     expenses                                                                                                           438                                              858
                                                                                                                        ---                                              ---

    Distributable cash flow
     attributable to partners,
     as adjusted                                                                                                    $12,242                                         $112,378
                                                                                                                    =======                                         ========



             (8)    Reflects the partnership's cash
                     interest paid less the cash
                     interest paid on our VIE debt
                     of $2.3 million during the
                     three month period ended
                     September 30, 2015.

             (9)    Due to the change in fuel
                     prices, we recorded a $48.4
                     million and $94.5 million
                     write-down of the value of
                     fuel inventory during the three
                     months ended September 30, 2014
                     and 2015, respectively.

Pro Forma Results of Operations

We have provided below certain supplemental pro forma information for the three and nine months ended September 30, 2015. The pro forma information gives effect to the 68.42% noncontrolling interest in Sunoco LLC. Pursuant to our 31.58% membership interest in Sunoco LLC, the Sunoco LP pro forma information reflects only that equity interest in Sunoco LLC.

Management believes the pro forma presentation is useful to investors because it provides investors comparable operating data to support our Adjusted EBITDA and distributable cash flow attributable to partners.



                       Three Months                   Nine Months
                           Ended                         Ended

                       September 30,                 September 30,
                           2015                            2015
                      --------------                 --------------

                        Pro Forma

                       (unaudited)

                (in thousands except gross
                    profit per gallon)

    Gross
     profit

    Retail
     gross
     profit                                 $113,508                 $256,608

     Wholesale
     gross
     profit                                   63,388                  203,041
                                              ------                  -------

    Total
     pro
     forma
     fuel
     gross
     profit                                 $176,896                 $459,649
                                            ========                 ========


     Operating
     data

    Motor
     fuel
     gallons
     sold:

    Retail                                   353,641                1,060,297

    Wholesale                                608,397                1,788,579

     Wholesale
     contract
     affiliated                               90,387                  262,367
                                              ------                  -------

    Total
     pro
     forma
     fuel
     gallons                               1,052,425                3,111,243


    Motor
     fuel
     gross
     profit
     (cents
     per
     gallon)
     (1):

    Retail                           34.1¢                   24.4¢

    Wholesale                        15.2¢                   11.3¢

     Wholesale
     contract
     affiliated                       4.0¢                    4.0¢


    Pro
     forma
     volume-
     weighted
     average
     for all
     gallons                         20.6¢                   15.2¢



             (1)    Excludes impact of inventory
                     fair value adjustments
                     consistent with the definition
                     of Adjusted EBITDA. For the
                     three months ended September
                     30, 2015 the retail and
                     wholesale pro forma inventory
                     fair value adjustments were
                     $7.2 million and $32.6 million,
                     respectively. For the nine
                     months ended September 30, 2015
                     the retail and wholesale pro
                     forma inventory fair value
                     adjustments were $2.1 million
                     and $10.4 million,
                     respectively.


    SUNOCO LP

    SUPPLEMENTAL INFORMATION ON CAPITAL
     EXPENDITURES

    (Tabular amounts in millions)

    (unaudited)


    We currently expect capital expenditures
     for the full year 2015, excluding
     acquisitions but including the additional
     capital spending related to our 31.58%
     interest in Sunoco LLC, and ownership
     interest in Susser effective with
     respective dates of acquisition to be
     within the following ranges (in
     millions):


                 Low High

    Maintenance  $40    50

    Growth       220   240

    Total       $260   290
                ====   ===



    On a 100% consolidated basis,
     our maintenance capital
     expenditures would range from
     $45 to $55 million and our
     growth capital expenditures
     would range from $240 to $260
     million. The above growth
     capital spending estimate
     includes the 35 to 40 new
     Stripes convenience stores that
     are planned to be built in
     2015.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/sunoco-lp-announces-3q-2015-financial-and-operating-results-and-10th-consecutive-distribution-increase-300172916.html

SOURCE Sunoco LP