HOUSTON, Nov. 5, 2014 /PRNewswire/ -- Sunoco LP (NYSE: SUN) (the "Partnership"), formerly Susser Petroleum Partners LP, today announced financial and operating results for the three and nine months ended September 30, 2014 and provided an update on recent developments.

Reported net income for the quarter was $1.0 million, or $0.04 per diluted unit, compared with $9.6 million, or $0.43 per diluted unit, in the third quarter of 2013. Reported net income includes the impact of $5.1 million, or $0.23 per diluted unit, in charges related to the merger with Energy Transfer Partners, L.P. (NYSE: ETP), other acquisition activity and revolving credit facility refinancing.

Adjusted EBITDA((1)) totaled $14.0 million, and distributable cash flow((1)) was $11.8 million, versus $13.8 million and $12.7 million, respectively, for the prior-year period. Negatively impacting both Adjusted EBITDA and distributable cash flow are $3.0 million in cash and non-cash charges, a portion of which stem from the Partnership's adoption of the last-in first-out inventory method for fuel on September 1, 2014. The charges impacting net income, Adjusted EBITDA and distributable cash flow are further detailed at the end of this news release.

Revenue in the third quarter was $1.3 billion, an 11.8 percent increase compared to $1.2 billion in the comparable period last year. The increase was the result of a 17.2 percent increase in gallons sold and an 83.8 percent increase in rental income, partly offset by a 14-cent-per-gallon decrease in the average selling price per gallon.

Gross profit for the latest quarter totaled $21.9 million, a 19.0 percent increase compared to $18.4 million in the third quarter of 2013. On a weighted average basis, fuel margin for all gallons sold increased slightly to 3.8 cents per gallon, compared to 3.7 cents per gallon a year earlier, excluding the impact of fuel inventory valuation adjustments.

Affiliate customers at September 30 included 645 Stripes® and Sac-N-Pac(TM) convenience stores operated by a subsidiary of our parent company, ETP, as well as sales of motor fuel to ETP for resale under consignment arrangements at approximately 85 independently operated convenience stores. Motor fuel gallons sold to affiliates during the third quarter increased 12.7 percent from a year ago to 302.7 million gallons. Gross profit on these gallons totaled $9.2 million, or 3.0 cents per gallon, versus $8.1 million, or 3.0 cents per gallon, in same period last year.

Third-party customers included 516 independent dealers under long-term fuel supply agreements, 22 independently operated consignment locations and over 1,900 other commercial customers. Total gallons sold to third parties increased year-over-year by 26.5 percent to 165.6 million gallons. Gross profit on these gallons was $8.9 million excluding a $2.1 million non-cash fuel valuation adjustment, or 5.3 cents per gallon, compared to $6.8 million, or 5.2 cents per gallon, in the prior-year period.

"The Partnership delivered a strong 19 percent increase in gross profit and a 17 percent increase in gallons sold during the third quarter," said Bob Owens, Sunoco LP President and Chief Executive Officer. "This solid 3Q performance allowed us to increase our distribution to unitholders by 5 percent quarter over quarter.

"More importantly, during the third quarter we set the stage for what we expect to be the start of an aggressive growth campaign for Sunoco LP, with the first drop-down on October 1, 2014, of the Mid-Atlantic Convenience Store assets from ETP to SUN, our agreement to acquire the Aloha Petroleum wholesale and retail business in Hawaii, and new equity and bank financings totaling more than $1.6 billion to help finance that growth and strengthen our balance sheet. The MACS and Aloha transactions combined approximately triple Sunoco LP's EBITDA((1)).

"We expect to further our expansion in 2015 as our parent, ETP, begins to drop down the high quality assets of Sunoco Inc. and Susser Holdings. We expect to grow not only through asset dropdowns from our parent, but also through organic expansion of the Partnership and of the legacy Sunoco and Stripes businesses, as well as through opportunistic acquisitions like Aloha that make sense strategically and financially.

"In late October we were proud to return the SUN ticker symbol to the New York Stock Exchange, where it traded for nearly 87 years until Sunoco Inc. was purchased by ETP. In mid-October, we installed our first Sunoco fuel sign over a newly constructed Stripes convenience store north of Houston, and we look forward to continuing the rollout of our iconic fuel brand across Stripes' high-growth markets," Owens said.

YTD 2014 Compared to YTD 2013

Revenue for the first nine months of 2014 totaled $3.9 billion, a 15.4 percent increase compared to the first nine months of 2013. Gross profit for this period increased 30.1 percent year-over-year to $66.2 million. Total gallons of motor fuel sold to affiliates increased by 11.5 percent to 873.7 million gallons, and gallons sold to third parties increased by 31.8 percent to 489.8 million. On a weighted average basis, fuel margin for all gallons sold increased to 3.8 cents per gallon for the first nine months of 2014 from the 3.6 cents per gallon in the comparable 2013 period. Adjusted EBITDA was $45.2 million, compared to $37.8 million for the 2013 period, and distributable cash flow was $39.5 million, versus $35.0 million for the first nine months of last year.

Distribution Increase

The Board of Directors of SUN's general partner has declared a quarterly distribution for the third quarter of 2014 of $0.5457 per unit, which corresponds to $2.18 per unit on an annualized basis. This represents a 5.0 percent increase compared to the distribution for the second quarter of 2014 and a 16.4 percent increase compared with the third quarter of 2013. The Partnership will pay a total distribution of approximately $18.8 million, including $6.5 million on approximately 12 million recently-issued units, and a $0.3 million incentive distribution rights payment to ETP.

The distribution will be paid on November 28, 2014 to unitholders of record on November 18, 2014. Immediately prior to the distribution, there are expected to be approximately 34.0 million units outstanding, including all of the Partnership's common and subordinated units.

Name and Ticker Change

Effective with the beginning of trading on the New York Stock Exchange on October 27, 2014, the Partnership changed its name from Susser Petroleum Partners LP to Sunoco LP and its ticker symbol from SUSP to SUN. Additionally, SUN's general partner, Susser Petroleum Partners GP LLC, also changed its name to Sunoco GP LLC. No action is required by unitholders as a result of these changes.

Completion of ETP's Acquisition of SUN's General Partner

On August 29, 2014, ETP completed its acquisition of Susser Holdings Corporation, the owner of Sunoco LP's general partner. As a result of this transaction, a subsidiary of ETP now owns 100 percent of the general partner of Sunoco LP, along with 100 percent of the incentive distribution rights. ETP currently owns a 44.2 percent limited partner interest in SUN.

MACS Acquisition

On October 1, 2014, Sunoco LP acquired Mid-Atlantic Convenience Stores, LLC ("MACS") from its parent, ETP, for approximately $768 million. SUN issued approximately 4 million new SUN common units to ETP and paid $556 million of cash. MACS includes approximately 110 company-operated convenience stores and 200 dealer-operated and consignment sites in Virginia, Maryland, Tennessee and Georgia offering Sunoco, Exxon, Mobil and Shell branded motor fuel.

Aloha Acquisition

Sunoco LP agreed to acquire Honolulu-based Aloha Petroleum Ltd., the largest independent gasoline marketer and one of the largest convenience store operators in Hawaii. The transaction includes six fuel storage terminals and a wholesale fuel distribution network that markets to approximately 100 company- or dealer-operated stores. The base purchase price is $240 million, subject to a post-closing earn-out, closing adjustments and before transaction expenses. The acquisition is expected to close by year-end.

Financings

Revolving Credit Facility: Concurrent with the signing of the definitive agreements governing the acquisitions of MACS and Aloha Petroleum, the Partnership also announced on September 25, 2014, that it had entered into a new $1.25 billion revolving credit facility with a syndicate of banks. The new facility was used to repay outstanding amounts under its previous $400 million revolver, to provide short-term financing for the completed and pending asset purchases and for general partnership purposes. At September 30, 2014, SUN had borrowings against its revolving line of credit of $270 million and $10.9 million in standby letters of credit, leaving unused availability of $969.1 million. On October 1, 2014, an additional $556 million was drawn on the revolver to fund the cash portion of the MACS acquisition.

Equity Offering: On October 21, 2014, the Partnership issued 8 million new common units in a public offering at a price of $46.25 per unit. Net proceeds of approximately $359 million were used to pay down the revolver and for general corporate purposes.

Sale-leasebacks: SUN completed sale-leaseback transactions for eight Stripes convenience stores during the third quarter, and four more to date in the fourth quarter, bringing the year-to-date total to 25.

New Dealers

Six new contracted dealer sites were added in the third quarter, and seven sites were discontinued for a total of 538 third-party dealer and consignment locations supplied by SUN as of September 30, 2014, in addition to the 85 consignment sites supplied by a subsidiary of our parent company, ETP. Year to date, SUN has acquired or added 44 dealer sites and discontinued 12, and expects to add an additional 5 to 15 dealers during the fourth quarter in addition to the dealers and company-operated sites being acquired with the MACS and Aloha acquisitions.

Capital Spending

Including the Stripes store purchases, SUN's gross capital expenditures for the third quarter were $38.4 million, which included $38.2 million for growth capital and $0.2 million for maintenance capital. Excluding the acquisition of MACS and Aloha, the Partnership expects to spend approximately $2 million to $5 million for maintenance capital for full year 2014, and approximately $150 million to $170 million on expansion capital. Included in growth capex is the purchase of 28 to 33 new Stripes stores that will be leased back to Stripes.

_______________________



    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 for the periods presented.

Third Quarter Earnings Conference Call

Sunoco LP management will hold a conference call on Thursday, November 6, at 10:00 a.m. ET (9:00 a.m. CT) to discuss third quarter results and recent Partnership developments. To participate, dial 719-457-2652 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 13, by calling 719-457-0820 and using the access code 7733057.

Sunoco LP has posted a new Investor Update presentation to its website. Visit the Investor Relations section of our website at www.SunocoLP.com under Events & Presentations.

About Sunoco LP

Sunoco LP (NYSE: SUN) is a master limited partnership (MLP) that primarily distributes motor fuel to convenience stores, independent dealers, commercial customers and distributors. SUN also operates more than 100 convenience stores and retail fuel sites. SUN's general partner is a wholly-owned subsidiary of ETP. While primarily engaged in natural gas, natural gas liquids, crude oil and refined products transportation, ETP also operates a retail business with a network of more than 5,500 company- or independently-operated retail fuel outlets and convenience stores through its wholly owned subsidiaries, Sunoco, Inc. and Stripes LLC. For more information, visit the Sunoco LP website at www.SunocoLP.com.

Forward-Looking Statements

This news release contains "forward-looking statements" which may describe Sunoco LP's ("SUN") objectives, expected results of operations, targets, plans, strategies, costs, anticipated capital expenditures, potential acquisitions, new store openings and/or new dealer locations, management's expectations, beliefs or goals regarding proposed transactions between ETP and SUN or SUN's acquisition of Aloha Petroleum, the expected timing of those transactions and the future financial and/or operating impact of those transactions, including the anticipated integration process and any related benefits, opportunities or synergies. These statements are based on current plans, expectations and projections and involve a number of risks and uncertainties that could cause actual results and events to vary materially, including but not limited to: execution, integration, environmental and other risks related to acquisitions (including drop-downs) and our overall acquisition strategy; competitive pressures from convenience stores, gasoline stations, other non-traditional retailers and other wholesale fuel distributors located in SUN's markets; dangers inherent in storing and transporting motor fuel; SUN's ability to renew or renegotiate long-term distribution contracts with customers; changes in the price of and demand for motor fuel; changing consumer preferences for alternative fuel sources or improvement in fuel efficiency; competition in the wholesale motor fuel distribution industry; seasonal trends; severe or unfavorable weather conditions; increased costs; SUN's ability to make and integrate acquisitions; environmental laws and regulations; dangers inherent in the storage of motor fuel; reliance on suppliers to provide trade credit terms to adequately fund ongoing operations; acts of war and terrorism; dependence on information technology systems; SUN's and ETP's ability to consummate any proposed transactions, or to satisfy the conditions precedent to the consummation of such transactions; successful development and execution of integration plans; ability to realize anticipated synergies or cost-savings and the potential impact of the transactions on employee, supplier, customer and competitor relationships; and other unforeseen factors. For a full discussion of these and other risks and uncertainties, refer to the "Risk Factors" section of SUN's and ETP's most recently filed annual reports on Form 10-K and current report on Form 8-K/A filed October 21, 2014. These forward-looking statements are based on and include our estimates as of the date hereof. Subsequent events and market developments could cause our estimates to change. While we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if new information becomes available, except as may be required by applicable law.

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.

Financial Schedules Follow

Contacts
Investors:

Clare McGrory, Senior VP, Finance and Investor Relations
(610) 833-3400, cpmcgrory@sunocoinc.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


                                                               Sunoco LP

                                 Consolidated Statements of Operations and Comprehensive Income (Loss)

                                                               Unaudited


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

                                                Three Months
                                                    Ended                    July 1, 2014                September 1,
                                               September 30,                through August               2014 through
                                                        2013                       31, 2014               September 30,
                                                                                                                2014
                                                                                                                  ----

                                                (in thousands, except unit and per unit amounts)

    Revenues:

    Motor fuel sales to
     third parties                                               $386,977                                      $323,281  $146,936

    Motor fuel sales to
     affiliates                                      775,769                        571,755                      256,110

    Rental income                                      2,820                          3,424                        1,760

    Other income                                       1,231                          1,117                          539
                                                       -----                          -----                          ---

    Total revenues                                 1,166,797                        899,577                      405,345

    Cost of sales:

    Motor fuel cost of sales
     to third parties                                380,186                        317,172                      146,279

    Motor fuel cost of sales
     to affiliates                                   767,657                        565,494                      253,212

    Other                                                551                            553                          307
                                                         ---                            ---                          ---

    Total cost of sales                            1,148,394                        883,219                      399,798
                                                   ---------                        -------                      -------

    Gross profit                                      18,403                         16,358                        5,547

    Operating expenses:

    General and
     administrative                                    4,329                          6,833                        2,608

    Other operating                                      606                          1,169                          875

    Rent                                                 261                            196                           87

    Loss (gain) on disposal
     of assets                                           112                            (3)                           -

    Depreciation,
     amortization and
     accretion                                         2,432                          3,798                        1,633
                                                       -----                          -----                        -----

    Total operating expenses                           7,740                         11,993                        5,203
                                                       -----                         ------                        -----

    Income from operations                            10,663                          4,365                          344

    Interest expense, net                              (921)                       (1,491)                     (2,080)


    Income (loss) before
     income taxes                                      9,742                          2,874                      (1,736)

    Income tax expense                                 (145)                          (91)                        (20)


    Net income (loss) and
     comprehensive income
     (loss)                                                        $9,597                                        $2,783  $(1,756)
                                                                   ======                                        ======   =======

    Net income (loss) per limited partner
     unit:

    Common (basic)                                                  $0.44                                         $0.13   $(0.09)

    Common (diluted)                                                $0.43                                         $0.13   $(0.09)

    Subordinated (basic and
     diluted)                                                       $0.44                                         $0.13   $(0.09)

    Weighted average limited partner units
     outstanding:

    Common units - public                         10,927,611                     10,957,974                   10,974,491

    Common units -
     affiliated                                       36,060                         79,308                       79,308

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


    Cash distribution per
     unit                                                         $0.4687                              $              -  $0.5457


                                                                      Sunoco LP

                                        Consolidated Statements of Operations and Comprehensive Income (Loss)

                                                                      Unaudited


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

                                                 Nine Months                   January 1, 2014                September 1,
                                               Ended September                     through                    2014 through
                                                      30, 2013
                                                                             August 31, 2014                 September
                                                                                                                30, 2014
                                                                                                              ----------

                                                         (in thousands, except unit and per unit amounts)

    Revenues:

    Motor fuel sales to
     third parties                                                $1,109,849                                     $1,275,422               $146,936

    Motor fuel sales to
     affiliates                                      2,257,800                        2,200,394                                   256,110

    Rental income                                        6,725                           11,690                                     1,760

    Other income                                         3,737                            4,683                                       539
                                                         -----                            -----                                       ---

    Total revenues                                   3,378,111                        3,492,189                                   405,345

    Cost of sales:

    Motor fuel cost of sales
     to third parties                                1,091,183                        1,252,141                                   146,279

    Motor fuel cost of sales
     to affiliates                                   2,234,336                        2,177,028                                   253,212

    Other                                                1,677                            2,339                                       307
                                                         -----                            -----                                       ---

    Total cost of sales                              3,327,196                        3,431,508                                   399,798
                                                     ---------                        ---------                                   -------

    Gross profit                                        50,915                           60,681                                     5,547

    Operating expenses:

    General and
     administrative                                     11,877                           17,075                                     2,608

    Other operating                                      1,805                            4,964                                       875

    Rent                                                   765                              729                                        87

    Loss (gain) on disposal
     of assets                                             206                             (39)                                        -

    Depreciation,
     amortization and
     accretion                                           6,090                           10,457                                     1,633
                                                         -----                           ------                                     -----

    Total operating expenses                            20,743                           33,186                                     5,203
                                                        ------                           ------                                     -----

    Income from operations                              30,172                           27,495                                       344

    Interest expense, net                              (2,370)                         (4,767)                                  (2,080)

    Income (loss) before
     income taxes                                       27,802                           22,728                                   (1,736)

    Income tax expense                                   (298)                           (218)                                     (20)

    Net income (loss) and
     comprehensive income
     (loss)                                                          $27,504                                        $22,510               $(1,756)
                                                                     =======                                        =======                =======

    Net income (loss) per limited partner
     unit:

    Common (basic)                                                     $1.26                                          $1.02                $(0.09)

    Common (diluted)                                                   $1.25                                          $1.02                $(0.09)

    Subordinated (basic and
     diluted)                                                          $1.26                                          $1.02                $(0.09)

    Weighted average limited partner units
     outstanding:

    Common units - public                           10,925,870                       10,944,309                                10,974,491

    Common units -
     affiliated                                         21,644                           79,308                                    79,308

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


    Cash distribution per
     unit                                                            $1.3590                                        $1.0218                $0.5457


                                            Sunoco LP

                                   Consolidated Balance Sheets


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

                                             December 31,               September 30,
                                                     2013                         2014
                                                     ----                         ----

                                                                                       unaudited

                                                 (in thousands, except units)

    Assets

    Current assets:

    Cash and cash equivalents                                  $8,150                                $10,601

    Accounts receivable, net of
     allowance for doubtful
     accounts of $323 at December
     31, 2013, and $491 at
     September 30, 2014                            69,005                                  69,484

    Receivables from affiliates                    49,879                                  47,597

    Inventories, net                               11,122                                  27,051

    Other current assets                               66                                   2,123
                                                      ---                                   -----

    Total current assets                          138,222                                 156,856

    Property and equipment, net                   180,127                                 284,804

    Other assets:

    Marketable securities                          25,952                                       -

    Goodwill                                       22,823                                 613,722

    Intangible assets, net                         22,772                                 244,210

    Other noncurrent assets                           188                                     221
                                                      ---                                     ---

    Total assets                                             $390,084                             $1,299,813
                                                             ========                             ==========

    Liabilities and equity

    Current liabilities:

    Accounts payable                                         $110,432                               $115,477

    Accounts payable to affiliates                      -                                  5,858

    Accrued expenses and other
     current liabilities                           11,427                                  13,024

    Current maturities of long-
     term debt                                        525                                     529
                                                      ---                                     ---

    Total current liabilities                     122,384                                 134,888

    Revolving line of credit                      156,210                                 270,000

    Long-term debt                                 29,416                                   3,030

    Deferred tax liability, long-
     term portion                                     222                                   1,108

    Other noncurrent liabilities                    2,159                                   2,061
                                                    -----                                   -----

    Total liabilities                             310,391                                 411,087
                                                  -------                                 -------

    Commitments and contingencies:

    Partners' equity:

    Limited partners:

    Common unitholders -public
     (10,936,352 units issued and
     outstanding at December 31,
     2013 and 10,974,491 units
     issued and outstanding at
     September 30, 2014)                          210,269                                 613,951

    Common unitholders -
     affiliated (79,308 units
     issued and outstanding at
     December 31, 2013 and at
     September 30, 2014)                            1,562                                   4,413

    Subordinated unitholders -
     affiliated (10,939,436 units
     issued and outstanding at
     December 31, 2013 and
     September 30, 2014)                        (132,138)                                270,362
                                                 --------                                 -------

    Total equity                                   79,693                                 888,726
                                                   ------                                 -------

    Total liabilities and equity                             $390,084                             $1,299,813
                                                             ========                             ==========

Key Operating Metrics
The following table sets forth, for the periods indicated, information concerning key measures we rely on to gauge our operating performance. 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.

The key operating metrics presented below for the three and nine months ended September 30, 2014, are the combined results of operations for the Partnership for the predecessor period ended August 31, 2014, and the successor period from September 1, 2014 through September 30, 2014. Please refer to the Consolidated Statements of Operations and Comprehensive Income (Loss) for the results for the respective periods.


                                Three Months Ended                                       Nine Months Ended
                                ------------------                                       -----------------

                     September 30,                  September 30,                     September 30,        September 30,
                              2013                             2014                               2013               2014
                              ----                             ----                               ----               ----

                           (in thousands, except for selling price and gross profit per gallon)

    Revenues:

    Motor fuel sales
     to third
     parties (1)                      $386,977                                       $470,217                             $1,109,849  $1,422,358

    Motor fuel sales
     to affiliates         775,769                            827,865                            2,257,800                  2,456,504

    Rental income            2,820                              5,184                                6,725                     13,450

    Other income             1,231                              1,656                                3,737                      5,222
                             -----                              -----                                -----                      -----

    Total revenue
     (1)                1,166,797                          1,304,922                            3,378,111                  3,897,534

    Gross profit:

    Motor fuel gross
     profit to third
     parties (2)             6,791                              6,766                               18,666                     23,938

    Motor fuel gross
     profit to
     affiliates              8,112                              9,159                               23,464                     26,264

    Rental income            2,820                              5,184                                6,725                     13,450

    Other                      680                                796                                2,060                      2,576
                               ---                                ---                                -----                      -----

    Total gross
     profit                            $18,403                                        $21,905                                $50,915     $66,228

    Net income                          $9,597                                         $1,027                                $27,504     $20,754

    Adjusted EBITDA
     (3)                              $13,753                                        $13,955                                $37,819     $45,192

    Distributable
     cash flow (3)                     $12,693                                        $11,804                                $35,032     $39,494

    Operating Data:

    Total motor fuel
     gallons sold:

      Third-party          130,959                            165,618                              371,732                    489,787

      Affiliated           268,565                            302,734                              783,715                    873,747

    Average
     wholesale
     selling price
     per gallon                          $2.91                                          $2.77                                  $2.91       $2.84

    Motor fuel gross
     profit (cents
     per gallon):

    Third-party (2)           5.2¢                              5.3¢                                5.0¢                      5.3¢

    Affiliated                3.0¢                              3.0¢                                3.0¢                      3.0¢

    Volume-weighted
     average for all
     gallons                  3.7¢                              3.8¢                                3.6¢                      3.8¢


    (1)              In December 2013, we revised our
                     presentation of fuel taxes on
                     motor fuel sales at our
                     consignment locations to present
                     such fuel taxes gross in motor
                     fuel sales.  Prior years' motor
                     fuel sales have been adjusted to
                     reflect this revision which also
                     affects average wholesale selling
                     price.

    (2)              Fuel gross profit to third parties
                     includes a $2.1 million non-cash
                     fuel valuation adjustment charge
                     in the third quarter and nine
                     months ended September 30, 2014.
                     This charge is excluded from the
                     calculation of cents per gallon
                     gross profit.

    (3)              We define EBITDA as net income
                     before net interest expense,
                     income tax expense and
                     depreciation and amortization
                     expense. Adjusted EBITDA further
                     adjusts EBITDA to reflect certain
                     other non-recurring and non-
                     cash items. We define
                     distributable cash flow as
                     Adjusted EBITDA less cash
                     interest expense, cash state
                     franchise tax expense,
                     maintenance capital expenditures,
                     and other non-cash adjustments.
                     EBITDA, Adjusted EBITDA and
                     distributable cash flow are not
                     financial measures calculated in
                     accordance with GAAP.

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 loans;
    --  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 tables present a reconciliation of net income (loss) to EBITDA, Adjusted EBITDA and distributable cash flow:


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

                              Three Months                July 1, 2014         September 1,            Combined
                            Ended September                 through            2014 through           Results for
                                                                                                           the
                                   30, 2013                                    September 30,         Three Months
                                                        August 31, 2014                 2014               Ended
                                                                                                       September
                                                                                                         30, 2014
                                                                                                         --------

                             (in
                             thousands)

    Net income (loss)                            $9,597                                       $2,783                $(1,756)  $1,027

    Depreciation,
     amortization and
     accretion                        2,432                             3,798                                 1,633     5,431

    Interest expense, net               921                             1,491                                 2,080     3,571

    Income tax expense                  145                                91                                    20       111
                                        ---                               ---                                   ---       ---

    EBITDA                           13,095                             8,163                                 1,977    10,140

    Non-cash unit based
     compensation                       546                             3,208                                   610     3,818

    Loss (gain) on disposal
     of assets and
     impairment charge                  112                               (3)                                    -      (3)
                                                                         ---                                   ---      ---

    Adjusted EBITDA                             $13,753                                      $11,368                  $2,587  $13,955

    Cash interest expense               825                             1,404                                   474     1,878

    State franchise tax
     expense (cash)                      24                                80                                    19        99

    Maintenance capital
     expenditures                       211                               187                                  (13)      174

    Distributable cash flow                     $12,693                                       $9,697                  $2,107  $11,804
                                                =======                                       ======                  ======  =======


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

                              Nine Months              January 1, 2014                September 1,
                                                                                           2014               Combined
                                                           through                       through            Results for
                                                                                                                 the
                            Ended September            August 31, 2014                September 30,
                                                                                           2014             Nine Months
                                   30, 2013                                                                     Ended
                                                                                                             September
                                                                                                               30, 2014
                                                                                                               --------

                                                               (in thousands)

    Net income (loss)                          $27,504                                              $22,510               $(1,756)  $20,754

    Depreciation,
     amortization and
     accretion                        6,090                                  10,457                                 1,633    12,090

    Interest expense, net             2,370                                   4,767                                 2,080     6,847

    Income tax expense                  298                                     218                                    20       238
                                        ---                                     ---                                   ---       ---

    EBITDA                           36,262                                  37,952                                 1,977    39,929

    Non-cash unit based
     compensation                     1,351                                   4,692                                   610     5,302

    Loss (gain) on disposal
     of assets and
     impairment charge                  206                                    (39)                                    -     (39)
                                        ---                                     ---                                   ---      ---

    Adjusted EBITDA                            $37,819                                              $42,605                 $2,587   $45,192

    Cash interest expense             2,084                                   4,454                                   474     4,928

    State franchise tax
     expense (cash)                     165                                     253                                    19       272

    Maintenance capital
     expenditures                       538                                     511                                  (13)      498

    Distributable cash flow                    $35,032                                              $37,387                 $2,107   $39,494
                                               =======                                              =======                 ======   =======


                                                          Supplemental Information - Impact of Unusual Items (1)

                                                                              (in thousands)

                                                                            Three Months Ended
                                                                            ------------------

                                          September 30, 2013                                                         September 30, 2014
                                          ------------------                                                         ------------------

                      Net Income         Adjusted EBITDA              Distributable              Net Income      Adjusted EBITDA               Distributable
                                                                        Cash Flow                                                                Cash Flow
                      ----------         ---------------             --------------              ----------      ---------------              --------------

    As Reported                   $9,597                                                $13,753                                       $12,693                         $1,027         $13,955 $11,804

    September 2014
     revolver
     refinancing               -                                 -                                        -                           1,606                     -              -

    Cash acquisition
     costs                   248                                248                                       248                              688                   688             688

    Accelerated stock
     compensation              -                                 -                                        -                           2,799                     -              -

    Fuel valuation
     adjustments               -                               707                                       707                                -                2,317           2,317
                             ---                               ---                                       ---                              ---                -----           -----

    As Adjusted                   $9,845                                                $14,708                                       $13,648                         $6,120         $16,960 $14,809
                                  ======                                                =======                                       =======                         ======         ======= =======


                                                                            Nine Months Ended
                                                                            -----------------

                                          September 30, 2013                                                         September 30, 2014
                                          ------------------                                                         ------------------

                      Net Income         Adjusted EBITDA              Distributable              Net Income      Adjusted EBITDA               Distributable
                                                                        Cash Flow                                                                Cash Flow
                      ----------         ---------------             --------------              ----------      ---------------              --------------

    As Reported                  $27,504                                                $37,819                                       $35,032                        $20,754         $45,192 $39,494

    September 2014
     revolver
     refinancing               -                                 -                                        -                           1,606                     -              -

    Cash acquisition
     costs                   248                                248                                       248                              690                   690             690

    Accelerated stock
     compensation              -                                 -                                        -                           2,799                     -              -

    Fuel valuation
     adjustments               -                               380                                       380                                -                1,810           1,810
                             ---                               ---                                       ---                              ---                -----           -----

    As Adjusted                  $27,752                                                $38,447                                       $35,660                        $25,849         $47,692 $41,994
                                 =======                                                =======                                       =======                        =======         ======= =======

____________________



    (1)  Adjustments reflect the
     following:

    --  Non-cash interest expense related
     to write-off of unamortized loan
     costs on old revolver.

    --  Cash legal and professional fees
     related to MACS, Aloha and
     Gainesville Fuel acquisitions;
     payroll taxes related to accelerated
     unit compensation.

    --  Non-cash accelerated unit
     compensation expense related to ETP
     merger.

    --  Non-cash LIFO valuation
     adjustments and unrealized losses
     (gains) on commodity risk management
     activities.  These items are added
     back in ETP's definition of Adjusted
     EBITDA and distributable cash flow,
     which we have not yet adopted. The
     Partnership adopted the LIFO
     accounting policy for fuel inventory
     in September 2014.

SOURCE Sunoco LP