(1)

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

(2)

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

(3)

Operating expenses include general and administrative, other operating, and lease expenses.

SUNOCO LP

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(unaudited)

December 31,2022

December 31,2021

Assets

Current assets:

Cash and cash equivalents

$ 82

$ 25

Accounts receivable, net

890

526

Receivables from affiliates

15

12

Inventories, net

821

534

Other current assets

175

95

Total current assets

1,983

1,192

Property and equipment

2,796

2,581

Accumulated depreciation

(1,036)

(914)

Property and equipment, net

1,760

1,667

Other assets:

Finance lease right-of-use assets, net

9

9

Operating lease right-of-use assets, net

524

517

Goodwill

1,601

1,568

Intangible assets, net

588

542

Other noncurrent assets

236

188

Investment in unconsolidated affiliate

129

132

Total assets

$ 6,830

$ 5,815

Liabilities and equity

Current liabilities:

Accounts payable

$ 966

$ 515

Accounts payable to affiliates

109

59

Accrued expenses and other current liabilities

310

291

Operating lease current liabilities

21

19

Current maturities of long-term debt

—

6

Total current liabilities

1,406

890

Operating lease non-current liabilities

528

521

Revolving line of credit

900

581

Long-term debt, net

2,671

2,668

Advances from affiliates

116

126

Deferred tax liability

156

114

Other noncurrent liabilities

111

104

Total liabilities

5,888

5,004

Commitments and contingencies

Equity:

Limited partners:

Common unitholders

(84,054,765 units issued and outstanding as of December 31, 2022 and

83,670,950 units issued and outstanding as of December 31, 2021)

942

811

Class C unitholders - held by subsidiary

(16,410,780 units issued and outstanding as of December 31, 2022 and

December 31, 2021)

—

—

Total equity

942

811

Total liabilities and equity

$ 6,830

$ 5,815

SUNOCO LP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Dollars in millions, except per unit data)

(unaudited)

Three Months Ended December 31,

Year EndedDecember 31,

2022

2021

2022

2021

Revenues:

Motor fuel sales

$ 5,793

$ 4,831

$ 25,216

$ 17,152

Non motor fuel sales

88

88

370

306

Lease income

37

35

143

138

Total revenues

5,918

4,954

25,729

17,596

Cost of sales and operating expenses:

Cost of sales

5,647

4,615

24,350

16,246

General and administrative

34

30

120

109

Other operating

88

78

338

270

Lease expense

16

15

63

59

Gain on disposal of assets and impairment charges

(5)

(2)

(13)

(14)

Depreciation, amortization and accretion

42

42

193

177

Total cost of sales and operating expenses

5,822

4,778

25,031

16,847

Operating income

96

176

678

749

Other income (expense):

Interest expense, net

(47)

(39)

(182)

(163)

Other income (expense), net

1

—

1

—

Equity in earnings of unconsolidated affiliate

1

1

4

4

Loss on extinguishment of debt

—

(29)

—

(36)

Income before income taxes

51

109

501

554

Income tax expense (benefit)

(4)

9

26

30

Net income and comprehensive income

$ 55

$ 100

$ 475

$ 524

Net income per common unit:

Common units - basic

$ 0.42

$ 0.97

$ 4.74

$ 5.35

Common units - diluted

$ 0.42

$ 0.95

$ 4.68

$ 5.28

Weighted average limited partner units outstanding:

Common units - basic

83,836,166

83,431,830

83,755,378

83,369,534

Common units - diluted

84,925,646

84,664,873

84,803,698

84,438,276

Cash distribution per unit

$ 0.8255

$ 0.8255

$ 3.30

$ 3.30

Three Months Ended December 31,

2022

2021

Fuel Distribution and Marketing

All Other

Total

Fuel Distribution and Marketing

All Other

Total

(dollars and gallons in millions, except profit per gallon)

Revenues:

Motor fuel sales

$ 5,630

$ 163

$ 5,793

$ 4,678

$ 153

$ 4,831

Non motor fuel sales

29

59

88

31

57

88

Lease income

33

4

37

28

7

35

Total revenues

$ 5,692

$ 226

$ 5,918

$ 4,737

$ 217

$ 4,954

Cost of sales:

Motor fuel sales

$ 5,477

$ 139

$ 5,616

$ 4,443

$ 140

$ 4,583

Non motor fuel sales

3

28

31

3

29

32

Lease

—

—

—

—

—

—

Total cost of sales

$ 5,480

$ 167

$ 5,647

$ 4,446

$ 169

$ 4,615

Net income and comprehensive income

$ 55

$ 100

Adjusted EBITDA (1)

$ 183

$ 55

$ 238

$ 141

$ 57

$ 198

Operating Data:

Total motor fuel gallons sold

1,979

1,885

Motor fuel profit cents per gallon (2)

12.8 ¢

12.0 ¢

Year Ended December 31,

2022

2021

Fuel Distribution and Marketing

All Other

Total

Fuel Distribution and Marketing

All Other

Total

(dollars and gallons in millions, except profit per gallon)

Revenues:

Motor fuel sales

$ 24,508

$ 708

$ 25,216

$ 16,569

$ 583

$ 17,152

Non motor fuel sales

140

230

370

82

224

306

Lease income

132

11

143

127

11

138

Total revenues

$ 24,780

$ 949

$ 25,729

$ 16,778

$ 818

$ 17,596

Cost of sales:

Motor fuel sales

$ 23,585

$ 634

$ 24,219

$ 15,578

$ 535

$ 16,113

Non motor fuel sales

27

104

131

18

115

133

Lease

—

—

—

—

—

—

Total cost of sales

$ 23,612

$ 738

$ 24,350

$ 15,596

$ 650

$ 16,246

Net income and comprehensive income

$ 475

$ 524

Adjusted EBITDA (1)

$ 807

$ 112

$ 919

$ 672

$ 82

$ 754

Operating Data:

Total motor fuel gallons sold

7,720

7,545

Motor fuel profit cents per gallon (2)

12.8 ¢

11.2 ¢

Three Months Ended

December 31,

Year Ended

December 31,

2022

2021

2022

2021

(in millions)

(in millions)

Net income and comprehensive income

$ 55

$ 100

$ 475

$ 524

Depreciation, amortization and accretion

42

42

193

177

Interest expense, net

47

39

182

163

Non-cash unit-based compensation expense

2

4

14

16

Gain on disposal of assets

(5)

(2)

(13)

(14)

Loss on extinguishment of debt

—

29

—

36

Unrealized (gain) loss on commodity derivatives

18

(9)

21

(14)

Inventory adjustments

76

(22)

(5)

(190)

Equity in earnings of unconsolidated affiliate

(1)

(1)

(4)

(4)

Adjusted EBITDA related to unconsolidated affiliate

3

2

10

9

Other non-cash adjustments

5

7

20

21

Income tax expense (benefit)

(4)

9

26

30

Adjusted EBITDA

$ 238

$ 198

$ 919

$ 754

Adjusted EBITDA (1)

$ 238

$ 198

$ 919

$ 754

Adjusted EBITDA related to unconsolidated affiliate

(3)

(2)

(10)

(9)

Distributable cash flow from unconsolidated affiliate

3

2

8

8

Cash interest expense

(47)

(39)

(176)

(157)

Current income tax (expense) benefit

(6)

(3)

2

(20)

Transaction-related income taxes

—

—

(42)

—

Maintenance capital expenditures

(33)

(17)

(54)

(39)

Distributable Cash Flow

152

139

647

537

Transaction-related expenses

1

4

3

5

Distributable Cash Flow, as adjusted (1)

$ 153

$ 143

$ 650

$ 542

Distributions to Partners:

Limited Partners

$ 69

$ 69

$ 277

$ 275

General Partners

18

18

72

71

Total distributions to be paid to partners

$ 87

$ 87

$ 349

$ 346

Common Units outstanding - end of period

84.1

83.7

84.1

83.7

(1)

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

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

•

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

•

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

•

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

•

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

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

•

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

•

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

•

they do not reflect interest expense or the cash requirements necessary to service interest or principal payments on our revolving credit facility or 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 Adjusted EBITDA does not reflect cash requirements for such replacements; and

•

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

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

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