HOUSTON, Feb. 24, 2016 /PRNewswire/ -- Sunoco LP (NYSE: SUN) ("SUN" or the "Partnership") today announced financial and operating results for the three- and twelve-month periods ended December 31, 2015.

Adjusted EBITDA ((1)) attributable to partners for the quarter totaled $112.2 million, compared with $65.5 million in the fourth quarter of 2014. The favorable year-over-year comparison primarily reflects the acquisitions of 31.58 percent of Sunoco, LLC in April and Susser Holdings Corp. in July, both of which were acquired from SUN's affiliate, Energy Transfer Partners, L.P. (NYSE: ETP). All fourth quarter 2014 and full year 2014 figures and comparisons represent as previously reported results for the fourth quarter and full year 2014 and do not reflect any retrospective adjustments for the Sunoco LLC and Susser Holdings acquisitions which were accounted for as transactions between entities under common control.

Distributable cash flow ((1) )attributable to partners, as adjusted, for the quarter was $90.1 million, compared to $51.1 million a year earlier, and distributable cash flow per common unit was $1.03.

Revenue was $3.7 billion for the quarter, up 184.6 percent compared to $1.3 billion in the fourth quarter of 2014. The increase was the result of the contribution of merchandise and retail fuel sales from the Susser's Stripes(® )convenience store chain and the wholesale fuel distribution sales and rental income from SUN's interest in Sunoco, LLC on a consolidated basis, partly offset by the impact of a 37-cent per gallon decrease in the average selling price of fuel.

Total gross profit was $333.2 million for the quarter, compared to $93.2 million in the fourth quarter of 2014. Key drivers of the increase were the contribution 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 $7.8 million for the quarter, or ($0.13) per diluted unit, versus $30.1 million, or $0.83 per diluted unit, in the fourth quarter of last year.

On a weighted-average basis, excluding non-controlling interest, fuel margin for all gallons sold in the fourth quarter increased to 15.1 cents per gallon, compared to 13.0 cents per gallon a year ago. The margin increase was driven by the addition of higher-margin retail gallons sold at Stripes, which were partly offset by the wholesale gallons sold through Sunoco, LLC.

Adjusted EBITDA attributable to partners from the wholesale segment was $57.9 million in the fourth quarter. Excluding the non-controlling interest, total wholesale gallons sold in the fourth quarter were 651.8 million, compared with 546.4 million in the fourth quarter of 2014, an increase of 19.3 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 acquisition, which converted affiliate volumes to retail volumes, motor fuel gallons sold to affiliates decreased 72.5 percent from a year ago to 84.0 million gallons during the fourth quarter of 2015, excluding the non-controlling interest. Affiliate customers for the quarter included Sunoco R&M retail fuel and convenience store sites operated by a subsidiary of ETP. All affiliate gallons are sold to Sunoco's retail fuel and convenience stores at a fixed margin of 4.0 cents per gallon.

Other third-party wholesale fuel volumes, excluding non-controlling interest, increased from a year ago by 135.1 percent to 567.7 million gallons related to the acquisition of 31.58 percent of Sunoco, LLC. Gross profit on these gallons was 12.1 cents per gallon, compared to 17.6 cents per gallon a year earlier, driven by a change in customer mix related to the acquisition of the interest in Sunoco, LLC.

Adjusted EBITDA attributable to partners related to the retail segment was $54.3 million in the fourth quarter. Total retail gallons sold increased by 488.0 percent to 354.0 million gallons as a result of the acquisition of Susser. The Partnership earned 22.4 cents per gallon on these volumes, compared to 44.5 cents per gallon a year earlier. The addition of lower-margin retail volumes at Stripes drove most of this decrease.

Merchandise sales increased by 918.8 percent to $400.4 million from a year ago and contributed $132.7 million of gross profit, reflecting the contribution from the Stripes stores.

Retail gallons sold by Stripes locations during the fourth quarter totaled 291.4 million gallons. Gross profit on these gallons was $52.0 million, or 17.9 cents per gallon. Merchandise sales from these locations totaled $343.6 million and contributed $118.9 million of gross profit. On a same-store sales basis, Stripes store merchandise sales decreased by 1.1 percent and fuel sales declined 4.9 percent, primarily reflecting lower year-over-year activity in oil patch markets in South and West Texas. Excluding markets that are directly impacted by oil drilling activity declines, the Stripes business achieved a 4.0 percent increase in merchandise sales and a 0.6 percent decrease in fuel sales volumes on a same-store basis. As of December 31, SUN operated 725 convenience stores and retail fuel outlets in Texas, New Mexico and Oklahoma primarily under its Stripes brand.

SUN also operates approximately 175 convenience stores and fuel outlets in Georgia, Tennessee, Virginia, Maryland and Hawaii, primarily under the MACS, Tigermarket and Aloha Island Mart brands. On a same store sale basis, these stores saw growth of 12.5 percent in merchandise sales and a 0.9 percent decline in fuel gallons for the quarter.

SUN's other recent accomplishments include the following:


    --  In November, SUN announced the dropdown of the remaining wholesale fuel
        and retail marketing assets from ETP for approximately $2.226 billion. 
        The transaction is expected to close in March 2016.  A significant
        portion of the consideration for the transaction will be provided by a
        $2.035 billion term loan due October 2019, which was fully underwritten
        by Credit Suisse, Bank of America Merrill Lynch, Compass Bank, Mizuho
        Bank and Toronto Dominion. The terms of the term loan will substantially
        mirror SUN's existing $1.5 billion revolving credit facility.
    --  In conjunction with the dropdown, a group of private investors and
        Energy Transfer Equity, L.P. (NYSE: ETE) committed to purchase $750
        million of SUN common units in an unregistered private placement at a
        gross price of $31.00 per unit, prior to adjustments.  The private
        placement closed and funded in December, with the exception of ETE's
        portion, which will fund at the closing of the dropdown transaction. 
        The proceeds of the private placement were used to repay borrowing under
        SUN's revolving credit facility and for general partnership purposes.
    --  On December 16, a wholly owned subsidiary of SUN completed the
        acquisition of a wholesale fuel distribution business serving the
        Northeastern United States from Alta East Inc. for $57 million plus the
        value of inventory on hand at closing.

SUN's segment results and other supplementary data are provided after the financial tables shown below.

FY 2015 Compared to FY 2014

Revenue for the full year 2015 totaled $16.9 billion, a 213.0 percent increase compared to full year 2014. Gross profit for this period increased 752.8 percent year-over-year to $1.5 billion.

Total motor fuel volumes sold to affiliates, excluding the non-controlling interest, decreased by 70.6 percent to 346.4 million gallons as a result of the Susser acquisition, which converted affiliate volumes to retail volumes. Wholesale gallons sold to third parties, excluding the non-controlling interest, increased by 214.2 percent to 2.4 billion gallons. Retail gallons sold increased by 1,595.8 percent to 1.4 billion gallons. On a weighted-average basis, fuel margin for all gallons sold, excluding the non-controlling interest, increased to 15.1 cents per gallon for the full year 2015, versus 7.0 cents per gallon in the full year 2014.

Net income attributable to partners for the full year 2015 totaled $87.2 million, a 53.8 percent increase compared to full year 2014. Adjusted EBITDA attributable to partners was $444.1 million, compared to $122.3 million for the 2014 period, and distributable cash flow, as adjusted was $272.2 million, versus $92.5 million for 2014.

Distribution Increase

On January 26, the Board of Directors of SUN's general partner declared a distribution for the fourth quarter of 2015 of $0.8013 per unit, which corresponds to $3.2052 per unit on an annualized basis. This represents a 7.5 percent increase compared to the distribution for the third quarter of 2015 and a 33.6 percent increase compared with the fourth quarter of 2014. This is the Partnership's 11th consecutive quarterly increase. The distribution was paid on February 16 to unitholders of record on February 5.

SUN achieved a 1.04 times distribution coverage ratio for the fourth quarter. The coverage ratio was negatively impacted by the private placement completed in December. SUN achieved a 1.37 times coverage ratio for the 12 months ended December 31, 2015.

Liquidity

At December 31, 2015, SUN had borrowings against its $1.5 billion revolving credit facility of $450.0 million and $22.5 million in standby letters of credit, leaving unused availability of $1,027.5 million. Net debt to Adjusted EBITDA, pro forma for the 31.58 percent of Sunoco, LLC and Susser Holdings Corp. acquisitions, was 4.1 times at year-end.



     (1)            Adjusted EBITDA and distributable cash
                     flow 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 "Reconciliations of Non-GAAP
                     Measures" later in this news release
                     for a discussion of our use of
                     Adjusted EBITDA and distributable
                     cash flow, and a reconciliation to
                     net income.

Earnings Conference Call

Sunoco LP management will hold a conference call on Thursday, February 25, at 9:00 a.m. CT (10:00 a.m. ET) to discuss fourth quarter and full year 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.

About Sunoco LP

Sunoco LP (NYSE: SUN) is a master limited partnership that operates approximately 900 convenience stores and retail fuel sites and distributes motor fuel to convenience stores, independent dealers, commercial customers and distributors located in more than 30 states at approximately 6,800 sites, both directly and through our 31.58 percent interest in Sunoco, LLC, owned in partnership with Energy Transfer Partners, L.P. (NYSE: ETP). Our parent -- Energy Transfer Equity (NYSE: ETE) -- owns SUN's general partner and incentive distribution rights. ETP owns a 36.4% 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

Qualified Notice

This release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat 100 percent of Sunoco LP's distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, Sunoco LP's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.

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

- Financial Schedules Follow -


                                                             Sunoco LP
                                                    Consolidated Balance Sheets
                                                            (unaudited)


                                      December 31,                                        December 31,

                                                      2014                                         2015
                                                      ----                                         ----

                              (in thousands, except units)

    Assets

    Current assets:

    Cash and cash equivalents                                                    $125,426                  $61,783

    Advances from affiliates                                                      396,376                  234,509

    Accounts receivable, net                                                      257,065                  259,993

    Receivables from
     affiliates                                                                     4,941                    8,074

    Inventories, net                                                              440,294                  416,504

    Other current assets                                                           60,178                   33,288
                                                                                   ------                   ------

    Total current assets                                                        1,284,280                1,014,151

    Property and equipment,
     net                                                                        2,081,126                2,397,266

    Other assets:

    Goodwill                                                                    1,854,436                1,821,864

    Intangible assets, net                                                        893,455                  965,904

    Other noncurrent assets                                                        35,568                   48,398
                                                                                   ------                   ------

    Total assets                                                               $6,148,865               $6,247,583
                                                                               ==========               ==========

    Liabilities and equity

    Current liabilities:

    Accounts payable                                                             $383,496                 $401,231

    Accounts payable to
     affiliates                                                                    56,969                   14,988

    Accrued expenses and
     other current
     liabilities                                                                  291,047                  254,298

    Current maturities of
     long-term debt                                                                13,772                    5,084
                                                                                   ------                    -----

    Total current liabilities                                                     745,284                  675,601

    Revolving line of credit                                                      683,378                  450,000

    Long-term debt, net                                                           408,826                1,502,531

    Deferred tax liability                                                        378,953                  431,327

    Other noncurrent
     liabilities                                                                   89,268                   93,709
                                                                                   ------                   ------

    Total liabilities                                                           2,305,709                3,153,168
                                                                                ---------                ---------

    Commitments and
     contingencies:

    Partners' capital:

    Limited partner interest:

    Common unitholders -
     public (20,036,329 units
     issued and outstanding
     as of December 31, 2014
     and 49,588,960 units
     issued and outstanding
     as of December 31, 2015)                                                     874,688                1,768,890

    Common unitholders -
     affiliated (4,062,848
     units issued and
     outstanding as of
     December 31, 2014 and
     37,776,746 units issued
     and outstanding as of
     December 31, 2015)                                                            27,459                1,305,350

    Subordinated unitholders
     -affiliated (10,939,436
     units issued and
     outstanding as of
     December 31, 2014 and no
     units issued or
     outstanding as of
     December 31, 2015)                                                                 -                       -

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

    Total partners' capital                                                       902,147                3,074,240

    Predecessor equity                                                          2,946,653                        -

    Noncontrolling interest                                                       (5,644)                  20,175
                                                                                   ------                   ------

    Total equity                                                                3,843,156                3,094,415
                                                                                ---------                ---------

    Total liabilities and
     equity                                                                    $6,148,865               $6,247,583
                                                                               ==========               ==========


                                                                                                                          Sunoco LP
                                                                                                Consolidated Statements of Operations and Comprehensive Income
                                                                                                                         (unaudited)


                                Predecessor                                                           Successor
                                -----------                                                           ---------

                                 Year ended                                                  January 1, 2014                                                     September 1, 2014
                                                                                                                                                                      through                          Year ended

                                December 31,                                                     through                                                      December 31, 2014                    December 31,

                                        2013                                                  August 31, 2014                                                                                               2015
                                        ----                                                  ---------------                                                                                               ----

                                             (dollars in thousands, except unit and per unit amounts)

    Revenues:

    Retail motor fuel sales                $                                 -                                          $                                 -                           $1,298,804                              $3,247,545

    Wholesale motor fuel sales
     to third parties                                                1,502,786                                                                     1,275,422                4,235,415                              10,104,193

    Wholesale motor fuel sales
     to affiliates                                                   2,974,122                                                                     2,200,394                  772,338                               1,832,606

    Merchandise sales                                                        -                                                                            -                 472,604                               1,595,674

    Rental income                                                       10,060                                                                        11,690                   21,642                                  71,730

    Other                                                                5,611                                                                         4,683                   24,556                                  83,599
                                                                         -----                                                                         -----                   ------                                  ------

    Total revenues                                                   4,492,579                                                                     3,492,189                6,825,359                              16,935,347

    Cost of sales:

    Retail motor fuel cost of
     sales                                                                   -                                                                            -               1,159,974                               2,916,569

    Wholesale motor fuel cost
     of sales                                                        4,419,004                                                                     3,429,169                4,962,227                              11,486,480

    Merchandise cost of sales                                                -                                                                            -                 320,282                               1,068,933

    Other                                                                2,611                                                                         2,339                    1,792                                   5,201
                                                                         -----                                                                         -----                    -----                                   -----

    Total cost of sales                                              4,421,615                                                                     3,431,508                6,444,275                              15,477,183

    Gross profit                                                        70,964                                                                        60,681                  381,084                               1,458,164

    Operating expenses:

    General and administrative                                          16,814                                                                        17,075                                46,280                                 166,689

    Other operating                                                      3,187                                                                         4,964                               225,905                                 677,207

    Rent                                                                 1,014                                                                           729                                28,451                                  92,949

    Loss (gain) on disposal of
     assets and impairment
     charge                                                                324                                                                          (39)                                (394)                                  2,050

    Depreciation, amortization
     and accretion                                                       8,687                                                                        10,457                                60,335                                 201,019
                                                                         -----                                                                        ------                                ------                                 -------

    Total operating expenses                                            30,026                                                                        33,186                               360,577                               1,139,914
                                                                        ------                                                                        ------                               -------                               ---------

    Income (loss) from
     operations                                                         40,938                                                                        27,495                                20,507                                 318,250

    Interest expense, net                                              (3,471)                                                                      (4,767)                             (10,935)                               (87,575)
                                                                        ------                                                                        ------                               -------                                 -------

    Income (loss) before income
     taxes                                                              37,467                                                                        22,728                                 9,572                                 230,675
                                                                        ------                                                                        ------                                 -----                                 -------

    Income tax expense                                                   (440)                                                                        (218)                             (69,677)                               (47,070)
                                                                          ----                                                                          ----                               -------                                 -------

    Net income (loss) and
     comprehensive income
     (loss)                                                             37,027                                                                        22,510                              (60,105)                                183,605

    Less: Net income and
     comprehensive income
     attributable to
     noncontrolling interest                                                 -                                                                            -                                1,043                                  53,783

    Less: Preacquisition income
     (loss) allocated to
     general partner                                                         -                                                                            -                             (95,381)                                 42,584
                                                                           ---                                                                          ---                              -------                                  ------

    Net income and
     comprehensive income
     attributable to partners                                          $37,027                                                                       $22,510                               $34,233                                 $87,238
                                                                       =======                                                                       =======                               =======                                 =======

    Net income per limited
     partner unit:

    Common - basic and diluted                                           $1.69                                                                         $1.02                                 $0.85                                   $1.11

    Subordinated -basic and
     diluted                                                             $1.69                                                                         $1.02                                 $0.85                                   $1.40


    Weighted average limited
     partner units outstanding:

    Common units -public
     (basic)                                                        10,884,950                                                                    10,944,309                            20,493,065                              24,550,388

    Common units -public
     (diluted)                                                      10,906,794                                                                    10,969,437                            20,499,447                              24,572,126

    Common units -affiliated
     (basic and diluted)                                                79,308                                                                        79,308                                79,308                              15,703,525

    Subordinated units -
     affiliated (basic and
     diluted)                                                       10,939,436                                                                    10,939,436                            10,939,436                              10,010,333


    Cash distribution per unit                                           $1.84                                                                         $1.02                                 $1.15                                   $2.89

Key Operating Metrics

The following tables set forth key operating metrics as of and for the periods indicated and have been derived from our audited historical consolidated financial statements. For the year ended December 31, 2014, we have combined the Predecessor Period and the Successor Period and presented the unaudited financial data on a combined basis for comparative purposes. This combination does not comply with generally accepted accounting principles or the rules for unaudited pro forma presentation, but is presented because we believe it provides the most meaningful comparison of our financial results. The impact from "push down" accounting related to the ETP Merger resulted in a $4.1 million decrease in depreciation expense, offset by a $3.9 million increase in amortization expense.

The accompanying footnotes to the following four key operating metrics tables can be found immediately preceeding our pro forma results of operations table.



                                                                                                 Year Ended December 31,

                                                2013                                                                                     2014                                                                                                2015
                                                ----                                                                                     ----                                                                                                ----

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

                                                                (dollars and gallons in thousands, except motor fuel pricing and gross profit per gallon)

    Revenues:

    Retail motor fuel sales                        $          -                  $              -                                                                 $1,298,804                                                                  $1,298,804                                  $                    -                                $3,247,545                      $3,247,545

    Wholesale motor fuel sales to third
     parties                                          1,502,786                          5,510,837                                                                           -                                                                  5,510,837                                     10,104,193                                                   -                     10,104,193

    Wholesale motor fuel sales to
     affiliates                                       2,974,122                          2,972,732                                                                           -                                                                  2,972,732                                      1,832,606                                                   -                      1,832,606

    Merchandise sales                                         -                                 -                                                                    472,604                                                                     472,604                                                       -                                 1,595,674                       1,595,674

    Rental income                                        10,060                             26,459                                                                       6,873                                                                      33,332                                         51,599                                 20,131                          71,730

    Other income                                          5,611                              2,215                                                                      27,024                                                                      29,239                                         27,674                                 55,925                          83,599
                                                          -----                              -----                                                                      ------                                                                      ------                                         ------                                 ------                          ------

    Total revenues                                   $4,492,579                         $8,512,243                                                                  $1,805,305                                                                 $10,317,548                                    $12,016,072                             $4,919,275                     $16,935,347

    Gross profit:

    Retail motor fuel                              $          -                  $              -                                                                   $138,830                                                                    $138,830                                  $                    -                                  $330,976                        $330,976

    Wholesale motor fuel                                 57,904                             92,173                                                                           -                                                                     92,173                                        450,319                                                   -                        450,319

    Merchandise                                               -                                 -                                                                    152,322                                                                     152,322                                                       -                                   526,741                         526,741

    Rental and other                                     13,060                             34,002                                                                      24,438                                                                      58,440                                         74,339                                 75,789                         150,128
                                                         ------                             ------                                                                      ------                                                                      ------                                         ------                                 ------                         -------

    Total gross profit                                  $70,964                           $126,175                                                                    $315,590                                                                    $441,765                                       $524,658                               $933,506                      $1,458,164

    Net income attributable to limited
     partners (6)                                       $37,027                            $85,850                                                                   $(29,107)                                                                    $56,743                                        $38,440                                $48,798                         $87,238

    Adjusted EBITDA attributable to
     partners (6,7)                                     $51,884                           $136,646                                                                    $114,418                                                                    $251,064                                       $192,099                               $251,990                        $444,089

    Distributable cash flow attributable to
     partners, as adjusted (6,7)                        $47,678                                                                                                                                                                                  $98,658                                                                                                                           $272,232

    Operating Data:

    Total motor fuel gallons sold:

    Retail                                                                                                                                                           441,377                                                                     441,377                                                                                         1,414,326                       1,414,326

    Wholesale (3)                                       517,775                          2,180,320                                                                                                                                              2,180,320                                      5,131,417                                                                          5,131,417

    Wholesale contract affiliated (4)                 1,053,259                          1,122,664                                                                                                                                              1,122,664                                      1,096,807                                                                          1,096,807

    Motor fuel gross profit cents per
     gallon (5):

    Retail                                                                                                                                                             35.2¢                                                                      35.2¢                                                                                            23.9¢                          23.9¢

    Wholesale (3)                               5.1¢                                      10.6¢                                                                                                                                                 10.6¢                                                     9.4¢                                                                   9.4¢

    Wholesale contract affiliated (4)           3.0¢                                       3.3¢                                                                                                                                                  3.3¢                                                     4.0¢                                                                   4.0¢

    Volume-weighted average for all gallons     3.7¢                                                                                                                                                                                            11.3¢                                                                                                                           11.3¢

    Retail merchandise margin                                                                                                                                          32.2%                                                                                                                                                                       33.0%


                                                                                                                                                     The following table presents a reconciliation of net income to EBITDA, Adjusted EBITDA and distributable cash flow:


                                                                                             Year Ended December 31,

                                                2013                                                                                     2014                                                                                                2015
                                                ----                                                                                     ----                                                                                                ----

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

                                                                                                 (in thousands)

    Net income (loss) and comprehensive
     income (loss)                                      $37,027                                                           $(86,571)                                                                    $48,976                                                           $(37,595)                                     $134,333                              $49,272                        $183,605

    Depreciation, amortization, and
     accretion                                            8,687                             34,971                                                                      35,821                                                                      70,792                                         67,780                                133,239                         201,019

    Interest expense, net                                 3,471                              7,362                                                                       8,340                                                                      15,702                                         54,296                                 33,279                          87,575

    Income tax expense                                      440                             67,978                                                                       1,917                                                                      69,895                                          4,321                                 42,749                          47,070
                                                            ---                             ------                                                                       -----                                                                      ------                                          -----                                 ------                          ------

    EBITDA                                               49,625                             23,740                                                                      95,054                                                                     118,794                                        260,730                                258,539                         519,269

    Non-cash compensation expense                         1,935                              5,119                                                                       3,798                                                                       8,917                                          4,016                                  1,687                           5,703

    Loss (gain) on disposal of assets &
     impairment charge                                      324                              (309)                                                                      (124)                                                                      (433)                                         1,440                                    610                           2,050

    Unrealized (gains) losses on commodity
     derivatives                                              -                           (1,166)                                                                          -                                                                    (1,166)                                         1,848                                                   -                          1,848

    Inventory fair value adjustments (9)                      -                           176,710                                                                      16,733                                                                     193,443                                         77,849                                  6,981                          84,830
                                                            ---                           -------                                                                      ------                                                                     -------                                         ------                                  -----                          ------

    Adjusted EBITDA                                      51,884                            204,094                                                                     115,461                                                                     319,555                                        345,883                                267,817                         613,700

    Adjusted EBITDA attributable to
     noncontrolling interest                                  -                            67,448                                                                       1,043                                                                      68,491                                        153,783                                 15,827                         169,610
                                                            ---                            ------                                                                       -----                                                                      ------                                        -------                                 ------                         -------

    Adjusted EBITDA attributable to
     partners                                            51,884                            136,646                                                                     114,418                                                                     251,064                                        192,100                                251,990                         444,090

    Cash interest expense (8)                             3,090                                                                                                                                                                                   12,029                                                                                                                           76,213

    Income tax expense (current)                            302                                                                                                                                                                                    3,275                                                                                                                          (18,353

    Maintenance capital expenditures                        814                                                                                                                                                                                    5,196                                                                                                                           34,559

    Preacquisition earnings                                   -                                                                                                                                                                                 138,076                                                                                                                           85,556
                                                            ---                                                                                                                                                                                 -------                                                                                                                           ------

    Distributable cash flow attributable to
     partners                                           $47,678                                                                                                                                                                                  $92,488                                                                                                                           $266,115
                                                        -------                                                                                                                                                                                  -------                                                                                                                         --------

    Transaction-related expenses                              -                                                                                                                                                                                   6,170                                                                                                                            6,118
                                                            ---                                                                                                                                                                                   -----                                                                                                                            -----

    Distributable cash flow attributable to
     partners, as adjusted                              $47,678                                                                                                                                                                                  $98,658                                                                                                                           $272,233
                                                        =======                                                                                                                                                                                  =======                                                                                                                         ========

The following tables set forth key operating metrics as of and for the periods indicated and have been derived from our audited historical consolidated financial statements. For the three months ended December 31, 2014, the figures represent as previously reported results and do not reflect retrospective adjustments for the Sunoco LLC and Susser Holdings acquisitions which were accounted for as transactions between entities under common control.



                                                                       Three Months Ended December 31,
                                                                       -------------------------------

                                                    2014                                                                                                                  2015
                                                    ----                                                                                                                  ----

                                             Total (10)                                                  Wholesale                                                       Retail                               Total
                                              ---------                                                  ---------                                                       ------                               -----

                                            (dollars and gallons in thousands, except motor fuel pricing and gross profit per gallon)

    Revenues:

    Retail motor fuel sales                                                      $168,000                                         $                                -                                                 $709,050         $709,050

    Wholesale motor fuel sales to third
     parties                                                                      500,215                                                                  2,082,452                                                         -       2,082,452

    Wholesale motor fuel sales to
     affiliates                                                                   617,732                                                                    441,460                                                         -         441,460

    Merchandise sales                                                              39,277                                                                          -                                                  400,367          400,367

    Rental income                                                                                                                                            17,273                                                       256           17,529

    Other income                                                                   16,398                                                                      9,796                                                    13,972           23,768
                                                                                   ------                                                                      -----                                                    ------           ------

    Total revenues                                                             $1,341,622                                                                 $2,550,981                                                $1,123,645       $3,674,626

    Gross profit:

    Retail motor fuel                                                             $24,786                                         $                                -                                                  $74,174          $74,174

    Wholesale motor fuel                                                           42,783                                                                     86,539                                                         -          86,539

    Merchandise                                                                    10,213                                                                          -                                                  132,665          132,665

    Rental and other                                                               15,402                                                                     25,750                                                    14,090           39,840
                                                                                   ------                                                                     ------                                                    ------           ------

    Total gross profit                                                            $93,184                                                                   $112,289                                                  $220,929         $333,218

    Net income attributable to limited
     partners (6)                                                                 $30,111                                                                       $418                                                    $7,337           $7,755

    Adjusted EBITDA attributable to
     partners (6,7,11)                                                            $65,486                                                                    $57,924                                                   $54,252         $112,176

    Distributable cash flow attributable to
     partners, as adjusted (6,7)                                                  $51,114                                                                                                                                             $90,109

    Operating Data:

    Total motor fuel gallons sold:

    Retail                                                                         60,247                                                                                                                             354,028          354,028

    Wholesale (3)                                                                 241,516                                                                  1,241,019                                                                 1,241,019

    Wholesale contract affiliated (4)                                             304,872                                                                    266,006                                                                   266,006

    Motor fuel gross profit cents per
     gallon (5):

    Retail                                         44.5¢                                                                                                                                                22.4¢                  22.4¢

    Wholesale (3)                                  17.6¢                                                                      9.8¢                                                                                              9.8¢

    Wholesale contract affiliated (4)               3.0¢                                                                      4.0¢                                                                                              4.0¢

    Volume-weighted average for all gallons        13.0¢                                                                                                                                                                       11.4¢

    Retail merchandise margin                                                       26.0%                                                                                                                              33.1%



                                                                                    The following table presents a reconciliation of net income to EBITDA, Adjusted EBITDA and distributable cash flow:


                                                                    Three Months Ended December 31,

                                                    2014                                                                                                                  2015
                                                    ----                                                                                                                  ----

                                             Total (10)                                                  Wholesale                                                       Retail                               Total
                                              ---------                                                  ---------                                                       ------                               -----

                                                                            (in thousands)

    Net income (loss) and comprehensive
     income (loss)                                                                $30,893                                                                     $3,142                                                    $8,608          $11,750

    Depreciation, amortization, and
     accretion                                                                     12,502                                                                     20,017                                                    36,875           56,892

    Interest expense, net                                                           6,636                                                                     23,073                                                     6,810           29,883

    Income tax expense                                                              2,114                                                                      3,349                                                        65            3,414
                                                                                    -----                                                                      -----                                                       ---            -----

    EBITDA                                                                         52,145                                                                     49,581                                                    52,358          101,939

    Non-cash compensation expense                                                     778                                                                      1,654                                                       520            2,714

    Loss (gain) on disposal of assets &
     impairment charge                                                              2,670                                                                        371                                                       148              519

    Unrealized (gains) losses on commodity
     derivatives                                                                  (1,226)                                                                   (1,078)                                                        -         (1,078)

    Inventory fair value adjustments (9)                                           11,119                                                                     45,344                                                     5,205           50,549
                                                                                   ------                                                                     ------                                                     -----           ------

    Adjusted EBITDA                                                                65,486                                                                     95,872                                                    58,231          154,103

    Adjusted EBITDA attributable to
     noncontrolling interest                                                            -                                                                    37,948                                                     3,979           41,927
                                                                                      ---                                                                    ------                                                     -----           ------

    Adjusted EBITDA attributable to
     partners                                                                      65,486                                                                     57,924                                                    54,252          112,176

    Cash interest expense (8)                                                       6,255                                                                                                                                              26,577

    Income tax expense (current)                                                    3,003                                                                                                                                            (18,763)

    Maintenance capital expenditures                                                4,332                                                                                                                                              15,929

    Preacquisition earnings (11)                                                      782                                                                                                                                                   -
                                                                                      ---                                                                                                                                                 ---

    Distributable cash flow attributable to
     partners                                                                     $51,114                                                                                                                                             $88,433
                                                                                  -------                                                                                                                                             -------

    Transaction-related expenses                                                        -                                                                                                                                              1,676
                                                                                      ---                                                                                                                                              -----

    Distributable cash flow attributable to
     partners, as adjusted                                                        $51,114                                                                                                                                             $90,109
                                                                                  =======                                                                                                                                             =======



    (1)                 Reflects combined results of the Predecessor
                        Period from January 1, 2014 through August
                        31, 2014, and the Successor Period from
                        September 1, 2014 to December 31, 2014. The
                        impact in the Successor Period from "push
                        down" accounting related to the ETP Merger
                        resulted in a $4.1 million decrease in
                        depreciation expense, offset by a $3.9
                        million increase in amortization 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 Distribution
                        Contract for January 1, 2014 through August
                        31, 2014 and the Sunoco Inc. Distribution
                        Contract for all periods presented at set
                        margins as dictated by the agreements.


    (4)                 Reflects transactions pursuant to the Susser
                        and Sunoco Inc. Distribution Contracts at
                        set margins as dictated by agreements.
                        Susser Distribution Contract included during
                        predecessor period only.


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


    (6)                 Excludes the noncontrolling interest results
                        of operations related to our consolidated
                        variable interest entities ("VIEs") 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 to conform the method by which we
                        measure our business to that of ETP's
                        operations, we 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 that 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.


                        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;


                        -- our management uses them 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, and 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


                       as 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.


    (8)                 Reflects the partnership's cash interest paid
                        less the cash interest paid on our VIE debt
                        of $9.1 million and $2.1 million during the
                        year ended December 31, 2015, and the three
                        months ended December 31, 2015,
                        respectively.


    (9)                 Due to the change in fuel prices, we recorded
                        a $193.4 million, $84.8 million, $11.1
                        million and $50.5 million write-down of the
                        value of fuel inventory during the years
                        ended December 31, 2014 and 2015 and the
                        three months ended December 31, 2014 and
                        2015, respectively.


    (10)                For the three months ended December 31, 2014,
                        the figures represent as previously reported
                        results and do not reflect retrospective
                        adjustments for the Sunoco LLC and Susser
                        Holdings acquisitions which were accounted
                        for as transactions between entities under
                        common control.  Additionally, we began
                        presenting key operating metrics by segment
                        beginning as of January 1, 2015.


    (11)                Beginning on January 1, 2015, we present
                        Adjusted EBITDA attributable to partners.
                        Previously the impact of noncontrolling
                        interest was adjusted to DCF.

Pro Forma Results of Operations

We have provided below certain supplemental pro forma information for the year ended December 31, 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 Partnership's pro forma information reflects only that equity interest in Sunoco LLC and excludes the 68.42% noncontrolling 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
                               ended                         Year ended

                           December 31,                     December 31,
                               2015                               2015
                          -------------                     -------------

                            Pro Forma
                            ---------

                           (unaudited)

                (in thousands except gross profit
                           per gallon)

     Gross
     profit:

     Retail
     gross
     profit                                         $74,174                $330,976

     Wholesale
     gross
     profit                                          52,332                 255,181
                                                     ------                 -------

     Total
     fuel
     gross
     profit                                        $126,506                $586,157
                                                   ========                ========

     Operating
     Data:

     Motor
     fuel
     gallons
     sold:

    Retail                                          354,028               1,414,326

    Wholesale                                       567,746               2,356,325

     Wholesale
     contract
     affiliated                                      84,005                 346,372
                                                     ------                 -------

     Total
     fuel
     gallons                                      1,005,779               4,117,023

     Motor
     fuel
     gross
     profit
     cents
     per
     gallon
     (1):

    Retail                                  22.4¢                  23.9¢

    Wholesale                               12.1¢                  11.5¢

     Wholesale
     contract
     affiliated                              4.0¢                   4.0¢

     Volume-
     weighted
     average
     for
     all
     gallons                                15.1¢                  15.1¢



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

Capital Spending

SUN's gross capital expenditures, excluding the non-controlling interest, for the fourth quarter were $107.2 million, which included $91.3 million for growth capital and $15.9 million for maintenance capital. For the full year, SUN invested $232.7 million in growth capital and $34.6 million for maintenance capital. $56.9 million of growth capital was invested in new-to-industry Stripes stores opened between August 1 and December 31, 2015.

We currently expect capital spending for the full year 2016, excluding acquisitions, to be within the following ranges ($ in millions):



            Growth           Maintenance


     Low           High         Low         High
     ---           ----         ---         ----


         $390           $420           $100      $110

Growth capital spending includes the construction of 35 to 40 new-to-industry sites that SUN anticipates building in 2016.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/sunoco-lp-announces-4q-and-full-year-2015-financial-and-operating-results-300225973.html

SOURCE Sunoco LP