Sunoco LP Announces Fourth Quarter and Full Year Financial and Operating Results

DALLAS, Feb. 21, 2018 /PRNewswire/ --

    --  Closed on strategic divestiture of convenience stores to 7-Eleven, Inc.
        and completed refinancing and equity repurchase initiatives
        --  Reduced debt by over $2 billion
        --  Refinanced $2.2 billion of senior notes
        --  Repurchased over 17 million common limited partner units
        --  Redeemed $300 million of Series A Preferred units
    --  Maintained quarterly distribution of 82.55 cents and reported current
        quarter cash coverage of 1.03 times
        --  Cash coverage of 1.15 times for the trailing twelve months
    --  Generated fourth quarter Net Income of $232 million, Adjusted
        EBITDA((1)) of $158 million and Distributable Cash Flow((1)), as
        adjusted, of $106 million
        --  Net income and Adjusted EBITDA results include approximately $25
            million of transaction costs related to the retail divestiture

Sunoco LP (NYSE: SUN) ("SUN" or the "Partnership") today announced financial and operating results for the three- and twelve-month period ended December 31, 2017.

Revenue totaled $3.0 billion, an increase of 4.8 percent, compared to $2.8 billion in the fourth quarter of 2016. The increase was the result of the average selling price of fuel being 25 cents per gallon higher than last year.

Total gross profit decreased to $277 million, compared to $296 million in the fourth quarter of 2016, as a result of lower motor fuel gross profits.

Income from continuing operations was $221 million, including $17 million of intangible impairment charges, versus a loss of $122 million in the fourth quarter of 2016, which included $227 million of goodwill impairment charges.

Income from discontinued operations, net of income taxes, was $11 million, including $23 million of goodwill impairment charges, versus a loss from discontinued operations, net of income taxes, of $463 million in the fourth quarter of 2016, which included $446 million of goodwill and intangibles impairment charges.

Net income was $232 million, or $2.01 per diluted unit, versus a net loss of $585 million, or ($6.32) per diluted unit, in the fourth quarter of 2016.

Adjusted EBITDA for the quarter totaled $158 million, compared with $154 million in the fourth quarter of 2016.

Distributable Cash Flow, as adjusted, was $106 million, compared to $63 million a year ago. This year-over-year increase reflects higher Adjusted EBITDA, decreased maintenance capital spend and a cash tax benefit compared to a cash tax expense a year ago.

On a weighted-average basis, fuel margin for all gallons sold was 15.3 cents per gallon, compared to 14.3 cents per gallon in the fourth quarter of 2016. The 1.0 cent per gallon increase was attributable to higher margins in the wholesale segment.

Net income for the wholesale segment was $47 million compared to $63 million a year ago. Adjusted EBITDA was $90 million, versus $78 million in the fourth quarter of last year. Total wholesale gallons sold were 1,346 million, compared to 1,359 million in the fourth quarter of 2016, a decrease of 1.0 percent. The Partnership earned 11.1 cents per gallon on these volumes, compared to 9.0 cents per gallon a year earlier.

Net income for the retail segment was $185 million compared to a net loss of $648 million a year ago. Adjusted EBITDA was $68 million, versus $76 million in the fourth quarter of last year. Total retail gallons sold were flat with a year ago at 626 million gallons. The Partnership earned 24.2 cents per gallon on these volumes, compared to 25.7 cents per gallon a year earlier.

Total merchandise sales increased by 0.5 percent from a year ago to $568 million((2)), reflecting an increase in merchandise and restaurant sales across the Texas oil producing regions. Merchandise sales contributed $173 million of gross profit((3)) with a retail merchandise margin of 30.6 percent, an increase of 0.7 percentage points from the fourth quarter of 2016.

Same-store merchandise sales decreased by 0.8 percent and same store gallons decreased by 1.4 percent during the fourth quarter, reflecting weakness across the East Coast. In the Texas oil producing regions, same-store merchandise sales increased by 11.2 percent, and same-store gallons increased 4.8 percent.

SUN's recent accomplishments include the following:

    --  Closed the strategic divestiture of convenience stores in the
        continental United States to 7-Eleven, Inc. on January 23, 2018 for
        gross proceeds of approximately $3.2 billion
    --  Completed the following refinancing and equity repurchase initiatives:
        --  Closed the private offering of $2.2 billion of new senior notes on
            January 23, 2018, comprised of $1.0 billion in aggregate principal
            amount of 4.875% senior notes due 2023, $800 million in aggregate
            principal amount of 5.500% senior notes due 2026 and $400 million in
            aggregate principal amount of 5.875% senior notes due 2028. 
            Proceeds from this offering were used to redeem in full amounts owed
            under existing senior notes
        --  Repaid in full and terminated the term loan agreement and paid down
            all outstanding amounts owed under the revolving credit facility
        --  Redeemed $300 million of Series A Preferred Units held by Energy
            Transfer Equity for an aggregate redemption amount of approximately
            $313 million
        --  Repurchased 17,286,859 Sunoco common units owned by Energy Transfer
            Partners for aggregate cash consideration of approximately $540
            million at a 10-day volume weighted average price of $31.2376 per
            unit
    --  Entered into a commission agent arrangement for the 207 West Texas sites
        on December 5, 2017 with conversion expected to occur in the first
        quarter of 2018

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

FY 2017 Compared to FY 2016

Revenue for the full year 2017 totaled $11.7 billion, a 17.4 percent increase compared to full year 2016. Gross profit for this period decreased 4.2 percent year-over-year to $1.1 billion.

Income from continuing operations was $326 million for the full year 2017 compared to $56 million in 2016. General and administrative expenses decreased $15 million from 2016 to $140 million. Other operating expenses increased $1 million from 2016 to $375 million and rent expenses were flat at $81 million.

Loss from discontinued operations, net of income taxes, was $177 million compared to a loss from discontinued operations, net of income taxes, of $462 million in the full year 2016.

Net income attributable to partners for the full year 2017 totaled $149 million compared to a net loss attributable to partners of $406 million a year ago. Adjusted EBITDA attributable to partners was $732 million, compared to $665 million for the 2016 period, and distributable cash flow, as adjusted was $473 million, versus $390 million for 2016.

Wholesale gallons sold to third parties increased by 2.5 percent to 5.4 billion gallons. Retail gallons sold increased by 0.4 percent to 2.5 billion gallons. On a weighted-average basis, fuel margin for all gallons sold increased to 15.2 cents per gallon for the full year 2017, versus 14.4 cents per gallon in the full year 2016.

Total merchandise sales increased by 2.7 percent from full year 2016 to $2.3 billion((4)). Merchandise sales contributed $737 million of gross profit((5)) with a retail merchandise margin of 31.6 percent, 0.1 percent increase from full year 2016.

Distribution

On January 24, 2018, the Board of Directors of SUN's general partner declared a distribution for the fourth quarter of 2017 of $0.8255 per unit, which corresponds to $3.3020 per unit on an annualized basis. The distribution was paid on February 14 to unitholders of record on February 6.

SUN's distribution coverage ratio for the fourth quarter was 1.03 times. The distribution coverage ratio on a trailing 12-month basis was 1.15 times.

Liquidity

At December 31, SUN had borrowings against its revolving line of credit of $765 million and other long-term debt of $3.6 billion. Availability on the revolving credit facility after borrowings and letters of credit commitments was $726 million. In the fourth quarter of 2017, SUN did not issue any common units through its at-the-market equity program. The leverage ratio of debt to Adjusted EBITDA, calculated in accordance with SUN's credit facility, was 5.58 times at the end of the fourth quarter.


    (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)              Includes $426 million in merchandise
                     sales from discontinued operations.

    (3)              Includes $128 million in merchandise
                     gross profit from discontinued
                     operations.

    (4)              Includes $1.8 billion in merchandise
                     sales from discontinued operations.

    (5)              Includes $552 million in merchandise
                     gross profit from discontinued
                     operations.

Earnings Conference Call

Sunoco LP management will hold a conference call on Thursday, February 22, at 9:30 a.m. CT (10:30 a.m. ET) to discuss fourth quarter results and recent developments. To participate, dial 877-407-6184 (toll free) or 201-389-0877 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.

Sunoco LP (NYSE: SUN) is a master limited partnership that distributes motor fuel to approximately 9,200 convenience stores, independent dealers, commercial customers and distributors located in more than 30 states. SUN's general partner is owned by Energy Transfer Equity, L.P. (NYSE: ETE).

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, Senior Director - Investor Relations and Treasury
(214) 840-5660, scott.grischow@sunoco.com

Derek Rabe, CFA, Senior Analyst - Investor Relations and Finance
(214) 840-5553, derek.rabe@sunoco.com

Media:

Alyson Gomez, Director - Communications
(214) 840-5641, alyson.gomez@sunoco.com

Jeamy Molina, Senior Manager - PR & Communications
(214) 840-5594, jeamy.molina@sunoco.com

- Financial Schedules Follow -


                                                            SUNOCO LP

                                                   CONSOLIDATED BALANCE SHEETS

                                                           (unaudited)


                                                                   December 31,             December 31,
                                                                           2017                      2016
                                                                           ----                      ----

                                                                      (in millions, except units)

    Assets

    Current assets:

    Cash and cash equivalents                                                         $28                          $103

    Accounts receivable, net                                                541                              539

    Receivables from affiliates                                             155                                3

    Inventories, net                                                        426                              423

    Other current assets                                                     81                               73

    Assets held for sale                                                  3,313                              177
                                                                          -----                              ---

    Total current assets                                                  4,544                            1,318

    Property and equipment, net                                           1,557                            1,584

    Other assets:

    Goodwill                                                              1,430                            1,550

    Intangible assets, net                                                  768                              775

    Other noncurrent assets                                                  45                               63

    Assets held for sale                                                      -                           3,411
                                                                            ---                           -----

    Total assets                                                                   $8,344                        $8,701
                                                                                   ======                        ======

    Liabilities and equity

    Current liabilities:

    Accounts payable                                                                 $559                          $616

    Accounts payable to affiliates                                          206                              109

    Accrued expenses and other current liabilities                          368                              372

    Current maturities of long-term debt                                      6                                5

    Liabilities associated with assets held for
     sale                                                                    75                                -
                                                                            ---                              ---

    Total current liabilities                                             1,214                            1,102

    Revolving line of credit                                                765                            1,000

    Long-term debt, net                                                   3,519                            3,509

    Advances from affiliates                                                 85                               87

    Deferred tax liability                                                  389                              643

    Other noncurrent liabilities                                            125                              116

    Liabilities associated with assets held for
     sale                                                                     -                              48
                                                                            ---                             ---

    Total liabilities                                                     6,097                            6,505
                                                                          -----                            -----

    Commitments and contingencies (Note 13)

    Equity:

    Limited partners:

    Series A Preferred unitholders -affiliated
     (12,000,000 units issued and outstanding as
     of December 31, 2017 and no units issued and
     outstanding as of December 31, 2016)                                   300                                -

    Common unitholders (99,667,999 units issued
     and outstanding as of December 31, 2017 and
     98,181,046 units issued and outstanding as of
     December 31, 2016)                                                   1,947                            2,196

    Class C unitholders -held by subsidiary
     (16,410,780 units issued and outstanding as
     of December 31, 2017 and December 31, 2016)                              -                               -
                                                                            ---                             ---

    Total equity                                                          2,247                            2,196
                                                                          -----                            -----

    Total liabilities and equity                                                   $8,344                        $8,701
                                                                                   ======                        ======


                                                              SUNOCO LP

                                CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

                                                             (unaudited)


                                                     Year Ended December 31,

                                           2017                   2016                      2015
                                           ----                   ----                      ----

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

    Revenues:

    Retail motor fuel                              $1,577                                          $1,338        $1,540

    Wholesale motor fuel sales
     to third parties                     9,278                              7,812                        10,104

    Wholesale motor fuel sales
     to affiliates                           55                                 62                            20

    Merchandise                             571                                541                           544

    Rental income                            89                                 88                            81

    Other                                   153                                145                           141
                                            ---                                ---                           ---

    Total revenues                       11,723                              9,986                        12,430

    Cost of sales:

    Retail motor fuel cost of
     sales                                1,420                              1,175                         1,340

    Wholesale motor fuel cost
     of sales                             8,798                              7,278                         9,740

    Merchandise cost of sales               386                                363                           365

    Other                                    11                                 14                             5
                                            ---                                ---                           ---

    Total cost of sales                  10,615                              8,830                        11,450

    Gross profit                          1,108                              1,156                           980

    Operating expenses:

    General and administrative              140                                155                           126

    Other operating                         375                                374                           372

    Rent                                     81                                 81                            79

    Loss on disposal of assets
     and impairment charge                  114                                225                             1

    Depreciation, amortization
     and accretion                          169                                176                           150
                                            ---                                ---                           ---

    Total operating expenses                879                              1,011                           728
                                            ---                              -----                           ---

    Operating income                        229                                145                           252

    Interest expense, net                   209                                161                            67
                                            ---                                ---                           ---

    Income (loss) from
     continuing operations
     before income taxes                     20                               (16)                          185

    Income tax expense
     (benefit)                            (306)                              (72)                           29
                                           ----                                ---                           ---

    Income from continuing
     operations                             326                                 56                           156

    Income (loss) from
     discontinued operations,
     net of income taxes                  (177)                             (462)                           38
                                           ----                               ----                           ---

    Net income (loss) and
     comprehensive income
     (loss)                                 149                              (406)                          194

    Less: Net income and
     comprehensive income
     attributable to
     noncontrolling interest                  -                                 -                            4

    Less: Preacquisition income
     allocated to general
     partner                                  -                                 -                          103
                                            ---                               ---                          ---

    Net income (loss) and
     comprehensive income
     (loss) attributable to
     partners                                        $149                                          $(406)          $87
                                                     ====                                           =====           ===


                               Year Ended                Year Ended                  Year Ended
                              December 31,              December 31,                December 31,
                                      2017                       2016                         2015
                                      ----                       ----                         ----

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

    Net income (loss) per
     limited partner unit -
     basic:

    Continuing operations -
     common units                              $2.13                                               $(0.32)               $0.91

    Discontinued operations -
     common units                   (1.78)                                 (4.94)                                0.20
                                     -----                                   -----                                 ----

    Net income (loss) -
     common units                              $0.35                                               $(5.26)               $1.11


    Continuing operations -
     subordinated units                  $         -                                           $        -               $1.17

    Discontinued operations -
     subordinated units                  -                                      -                                0.23
                                       ---                                    ---                                ----

    Net income -subordinated
     units                               $         -                                           $        -               $1.40


    Net income (loss) per
     limited partner unit -
     diluted:

    Continuing operations -
     common units                              $2.12                                               $(0.32)               $0.91

    Discontinued operations -
     common units                   (1.78)                                 (4.94)                                0.20
                                     -----                                   -----                                 ----

    Net income (loss) -
     common units                              $0.34                                               $(5.26)               $1.11


    Continuing operations -
     subordinated units                  $         -                                           $        -               $1.17

    Discontinued operations -
     subordinated units                  -                                      -                                0.23
                                       ---                                    ---                                ----

    Net income -subordinated
     units                               $         -                                           $        -               $1.40


    Weighted average limited
     partner units
     outstanding:

    Common units - basic        99,270,120                              93,575,530                           40,253,913

    Common units - diluted      99,728,354                              93,603,835                           40,275,651

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


    Cash distribution per
     unit                                      $3.30                                                 $3.29                $2.89

Key Operating Metrics

The following information is intended to provide investors with a reasonable basis for assessing our historical operations but should not serve as the only criteria for predicting our future performance. We operate our business in two primary operating segments, wholesale and retail, both of which are included as reportable segments.

Key operating metrics set forth below are presented as of and for the years and three months ended December 31, 2017 and 2016 and have been derived from our historical consolidated financial statements.

The accompanying footnotes to the following four key operating metrics tables can be found immediately preceding our capital spending discussion.


                                                                        Year Ended December 31,

                                                                 2017                                                            2016

                                 Wholesale            Retail                   Total                            Wholesale Retail                Total
                                 ---------            ------                   -----                            --------- ------                -----

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

    Revenues:

    Retail motor fuel                     $      -                                        $1,577                            $1,577                                    $         -             $1,338   $1,338

    Wholesale motor fuel sales
     to third parties                 9,278                              -                               9,278                           7,812                         -              7,812

    Wholesale motor fuel sale to
     affiliates                          55                              -                                  55                              62                         -                 62

    Merchandise                           -                           571                                  571                               -                      541                 541

    Rental income                        77                             12                                   89                              76                        12                  88

    Other                                50                            103                                  153                              45                       100                 145
                                                                                                          ---                             ---                       ---                 ---

    Total revenues                          $9,460                                         $2,263                           $11,723                                         $7,995              $1,991   $9,986

    Gross profit:

    Retail motor fuel                     $      -                                          $157                              $157                                    $         -               $163     $163

    Wholesale motor fuel                535                              -                                 535                             596                         -                596

    Merchandise                           -                           185                                  185                               -                      178                 178

    Rental and other                    116                            115                                  231                             110                       109                 219
                                                                                                          ---                             ---                       ---                 ---

    Total gross profit                        $651                                           $457                            $1,108                                           $706                $450   $1,156

    Net income (loss) and
     comprehensive income (loss)
     from continuing operations         167                            159                                  326                             252                     (196)                 56

    Net loss and comprehensive
     loss from discontinued
     operations                           -                         (177)                               (177)                              -                    (462)              (462)
                                        ---                          ----                                 ----                             ---                                        ----

    Net income (loss) and
     comprehensive income (loss)              $167                                          $(18)                             $149                                           $252              $(658)  $(406)

    Net income (loss) and
     comprehensive income (loss)
     attributable to limited
     partners                                 $167                                          $(18)                             $149                                           $252              $(658)  $(406)

    Adjusted EBITDA attributable
     to partners (2)                          $346                                           $386                              $732                                           $320                $345     $665

    Distributable cash flow
     attributable to partners,
     as adjusted (2)                                                                        $473                                                                            $390

    Operating Data:

    Total motor fuel gallons
     sold:

    Retail (3)                                          2,526                               2,526                                                   2,517                    2,517

    Wholesale                         5,421                                                 5,421                             5,288                                          5,288

    Motor fuel gross profit
     cents per gallon (1):

    Retail (3)                                          25.5¢                              25.5¢                                                  24.0¢                   24.0¢

    Wholesale                         10.5¢                                                10.5¢                             9.8¢                                          9.8¢

    Volume-weighted average for
     all gallons (3)                                                             15.2¢                                                                    14.4¢

    Retail merchandise margin
     (3)                                               31.6%                                                                          31.5%

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


                                                                     Year Ended December 31,

                                                                2017                                                   2016

                                 Wholesale       Retail           Total                          Wholesale Retail           Total
                                 ---------       ------           -----                          --------- ------           -----

                                                                          (in millions)

    Net income (loss) and
     comprehensive income (loss)            $167                              $(18)                           $149                              $252             $(658)  $(406)

    Depreciation, amortization
     and accretion (3)                  118                  85                              203                         94                225               319

    Interest expense, net (3)            88                 157                              245                         59                130               189

    Income tax expense (benefit)
     (3)                              (10)              (248)                           (258)                         5               (36)             (31)
                                        ---                ----                             ----                        ---                ---

    EBITDA                                  $363                              $(24)                           $339                              $410             $(339)     $71

    Non-cash compensation
     expense (3)                          2                  22                               24                          6                  7                13

    Loss (gain) on disposal of
     assets & impairment charge
     (3)                                 8                 392                              400                        (3)               683               680

    Unrealized (gains) losses on
     commodity derivatives (3)          (3)                  -                             (3)                         5                  -                5

    Inventory adjustments (3)          (24)                (4)                            (28)                      (98)               (6)            (104)
                                        ---                 ---                              ---                        ---                ---              ----

    Adjusted EBITDA attributable
     to partners                            $346                               $386                            $732                              $320               $345     $665

    Cash interest expense (3)                                         231                                                         178

    Current income tax expense
     (3)                                                               4                                                           -

    Maintenance capital
     expenditures (3)                                                  48                                                         106

    Distributable cash flow
     attributable to partners                                                 $449                                                             $381

    Transaction-related
     expenses (3)                                                      47                                                           9

    Series A Preferred
     distribution                                                    (23)                                                          -
                                                                      ---                                                         ---

    Distributable cash flow
     attributable to partners,
     as adjusted                                                              $473                                                             $390
                                                                              ====                                                             ====

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


                                                                         Three Months Ended December 31,

                                                                       2017                                                                 2016

                                 Wholesale                  Retail                   Total                           Wholesale       Retail                Total
                                 ---------                  ------                   -----                           ---------       ------                -----

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

    Revenues:

    Retail motor fuel                     $           -                                          $414                                    $414                                  $         -           $350    $350

    Wholesale motor fuel sales
     to third parties                 2,334                                    -                              2,334                                 2,267                       -            2,267

    Wholesale motor fuel sale to
     affiliates                          10                                    -                                 10                                    17                       -               17

    Merchandise                           -                                 142                                 142                                     -                    133               133

    Rental income                        19                                    3                                  22                                    19                       3                22

    Other                                12                                   25                                  37                                    15                      20                35
                                                                                                               ---                                                                           ---

    Total revenues                               $2,375                                           $584                                  $2,959                                       $2,318            $506  $2,824

    Gross profit:

    Retail motor fuel                     $           -                                           $25                                     $25                                  $         -            $37     $37

    Wholesale motor fuel                151                                    -                                151                                   160                       -              160

    Merchandise                           -                                  45                                  45                                     -                     44                44

    Rental and other                     29                                   27                                  56                                    31                      24                55
                                                                                                                                                                                            ---

    Total gross profit                             $180                                            $97                                    $277                                         $191            $105    $296

    Net income (loss) and
     comprehensive income (loss)
     from continuing operations          47                                  174                                 221                                    63                   (185)            (122)

    Net income (loss) and
     comprehensive income (loss)
     from discontinued
     operations                           -                                  11                                  11                                     -                  (463)            (463)

    Net income (loss) and
     comprehensive income (loss)                    $47                                           $185                                    $232                                          $63          $(648) $(585)

    Net income (loss) and
     comprehensive income (loss)
     attributable to limited
     partners                                       $47                                           $185                                    $232                                          $63          $(648) $(585)

    Adjusted EBITDA attributable
     to partners (2)                                $90                                            $68                                    $158                                          $78             $76    $154

    Distributable cash flow
     attributable to partners,
     as adjusted (2)                                                                             $106                                                                                 $63

    Operating Data:

    Total motor fuel gallons
     sold:

    Retail (3)                                                  626                                626                                                           626                    626

    Wholesale                         1,346                                                      1,346                                   1,359                                        1,359

    Motor fuel gross profit
     cents per gallon (1):

    Retail (3)                                                24.2¢                             24.2¢                                                        25.7¢                 25.7¢

    Wholesale                         11.1¢                                                     11.1¢                                   9.0¢                                        9.0¢

    Volume-weighted average for
     all gallons (3)                                                                   15.3¢                                                                         14.3¢

    Retail merchandise margin
     (3)                                                     30.6%                                                                               29.9%

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


                                                                   Three Months Ended December 31,

                                                                  2017                                                   2016

                                 Wholesale         Retail           Total                          Wholesale Retail           Total
                                 ---------         ------           -----                          --------- ------           -----

                                 (in millions)

    Net income (loss) and
     comprehensive income (loss)               $47                               $185                            $232                              $63           $(648) $(585)

    Depreciation, amortization
     and accretion (3)                   37                    11                               48                         34                 51              85

    Interest expense, net (3)            20                    41                               61                         18                 38              56

    Income tax expense (benefit)
     (3)                               (9)                (195)                           (204)                         4               (43)           (39)

    EBITDA                                     $95                                $42                            $137                             $119           $(602) $(483)

    Non-cash compensation
     expense (3)                          1                     5                                6                          2                  2               4

    Loss (gain) on disposal of
     assets & impairment charge
     (3)                                 8                    25                               33                        (2)               679             677

    Unrealized (gains) losses on
     commodity derivatives (3)            2                     -                               2                        (4)                 -            (4)

    Inventory adjustments (3)          (16)                  (4)                            (20)                      (37)               (3)           (40)

    Adjusted EBITDA attributable
     to partners                               $90                                $68                            $158                              $78              $76    $154

    Cash interest expense (3)                                            59                                                          53

    Current income tax expense
     (benefit) (3)                                                      (3)                                                         12

    Maintenance capital
     expenditures (3)                                                    13                                                          33

    Distributable cash flow
     attributable to partners                                                    $89                                                             $56

    Transaction-related
     expenses (3)                                                        25                                                           7

    Series A Preferred
     distribution                                                       (8)                                                          -

    Distributable cash flow
     attributable to partners,
     as adjusted                                                                $106                                                             $63
                                                                                ====                                                             ===

    ____________________

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

    (2)                    EBITDA is defined as earnings before
                           net interest expense, income taxes,
                           depreciation, amortization and
                           accretion expense. Adjusted EBITDA
                           further adjusts EBITDA to reflect
                           certain other non-recurring and non-
                           cash items. 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 long-term
                           debt that is paid on a semi-annual
                           basis, Series A Preferred
                           distribution, 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.

    (3)                    Includes amounts from discontinued
                           operations.

Capital Spending

SUN's gross capital expenditures for the fourth quarter were $38 million, which included $25 million for growth capital and $13 million for maintenance capital.

Gross capital expenditures for the full year 2017 were $177 million, which included $129 million for growth capital and $48 million for maintenance capital.

Excluding acquisitions, SUN expects to spend approximately $90 million on growth capital and approximately $40 million on maintenance capital for the full year 2018.

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SOURCE Sunoco LP