Slide 1: Energy Transfer Analyst Day
ENERGY TRANSFER ANALYST DAY November 16, 2015
Slide 2: Forward-Looking Statements and Non-GAAP Measures
FORWARD-LOOKING STATEMENTS AND NON-GAAP MEASURES Some of the statements in this presentation constitute “forward-looking statements” about Sunoco LP (“SUN”), Energy Transfer Equity, L.P. (“ETE”), Energy Transfer Partners, L.P. (“ETP”), and their respective affiliates that involve risks, uncertaintie
Slide 3: Dropdown of Remaining Wholesale Fuel and Retail Assets Completes SUN's Transformation
DROPDOWN OF REMAINING WHOLESALE FUEL AND RETAIL ASSETS COMPLETES SUN’S TRANSFORMATION • This transaction completes the transformative dropdown strategy by Energy Transfer Partners, L.P. (“ETP”): ETP’s Acquisition of Susser Holdings Corp. (“SUSS”) closed on August 29, 2014 The first dropdown from
Slide 4: Dropdown of Remaining Wholesale Fuel and Retail Assets Completes SUN's Transformation
DROPDOWN OF REMAINING WHOLESALE FUEL AND RETAIL ASSETS COMPLETES SUN’S TRANSFORMATION • SUN continues its integration process and expects to execute this last dropdown seamlessly ETP completed the GP / IDR exchange with ETE in July SUN is now deconsolidated by ETP and for financial reporting pur
Slide 5: Overview of the Dropdown Transaction
OVERVIEW OF THE DROPDOWN TRANSACTION • The transaction contemplates a total purchase price of $2,226 Sources ($mm) million for a 68.42% interest in Sunoco, LLC (wholesale Term Loan A $2,035 business) and 100% interest in Sunoco R&M (retail marketing SUN Units Issued to ETP 194 Equity Private Placeme
Slide 6: Summary Pro Forma Org Structure
SUMMARY PRO FORMA ORG STRUCTURE Publicly Traded MLP Energy Transfer Equity, L.P. Businesses to be acquired (NYSE: ETE) Public 100% GP Interest, IDRs Unitholders 2% LP Interest (1) Energy Transfer Partners, L.P. 52% LP (NYSE: ETP) Interest (1) 46% LP Interest (1) Sunoco LP (1) (NYSE: SUN) Susser Petr
Slide 7: SUN's Unique Value Drivers
SUN’S UNIQUE VALUE DRIVERS Fuel Convenience Food Land Bank Constant rolling land bank for NTI locations, typically 40-60 land parcels 7
Slide 8: Wholesale and Retail Margins Are Resilient Through Commodity Cycles
WHOLESALE AND RETAIL MARGINS ARE RESILIENT THROUGH COMMODITY CYCLES Cents/gal $/bbl 30 150 25 130 20 110 15 90 10 70 5 50 0 30 2006 2007 2008 2009 2010 2011 2012 2013 2014 YTD 2015 WTI ($/bbl) Retail Margin (cents/gal) Wholesale Margin (cents/gal) Note: Wholesale Margin includes Affiliated Margins.
Slide 9: Final Dropdown Consolidates All Retail Assets Into SUN
FINAL DROPDOWN CONSOLIDATES ALL RETAIL ASSETS INTO SUN Current SUN Final Dropdown Dropdown #3: Susser 68.42% of SUN Sunoco R&M SUN Pro Forma Holdings (1) Sunoco, LLC FYE 12/31/14 Adjusted $307 (2) $161 $210 (3) $846 $168 EBITDA ($MM): LTM 9/30/15 Motor 2,584 (2) 1,259 2,836 1,067 7,746 Fuel Sales (M
Slide 10: Dropdown Transactions Have Rapidly Increased Scale and Diversity
DROPDOWN TRANSACTIONS HAVE RAPIDLY INCREASED SCALE AND DIVERSITY SUN (1) MACS / Aloha 31.58% of Susser 68.42% of Sunoco, SUN Pro Tigermarket Petroleum, Sunoco, Holdings LLC & 100% Forma Ltd. LLC Corp Sunoco Retail Date August 29, October 1, December 16, April 1, July 31, 2015 Announced Closing expec
Slide 11: Organic Growth, Acquisitions and Drop Downs Have Increased Cash Flow, Scale and Diversity
ORGANIC GROWTH, ACQUISITIONS AND DROP DOWNS HAVE MEANINGFULLY INCREASED CASH FLOW, SCALE AND DIVERSITY Adjusted EBITDA ($MM) Gallons Sold (MM) SUN SHC 32% Sunoco LLC 68% Sunoco LLC + Sunoco R&M SUN SHC 32% Sunoco LLC 68% Sunoco LLC + R&M $846 7,746 $378 3,903 3,843 $97 1,310 1,310 $161 2,532 1,259 1
Slide 12: Diversified Lines of Business Generate a Portfolio of Stable Cash Flows
DIVERSIFIED LINES OF BUSINESS GENERATE A PORTFOLIO OF STABLE CASH FLOWS Gross Profit Contribution By Channel (LTM 9/30/15) Current SUN (1) SUN Pro Forma (2) 6% 5% 27% 2% 31% 35%13% 18% 42% 9% 25% 28% Total = $1,372 million Total = $2,140 million 59% Retail Fuel Wholesale Fuel Merch & Other C-Store R
Slide 13: Fully Consolidated SUN Presents Compelling Array of Investment Highlights
FULLY CONSOLIDATED SUN PRESENTS COMPELLING ARRAY OF INVESTMENT HIGHLIGHTS SUN owns and represents some of the most iconic brands in the motor fuels industry Leading Position in an Attractive Industry wide non-fuel retail sales are strong and growing Industry Efficient distribution and marketin
Slide 14: The Combined Platform Is One of the Leading Retail Platforms
THE COMBINED PLATFORM IS ONE OF THE LEADING RETAIL PLATFORMS Enterprise Value ($mm) LTM Price Performance $25,517 34.3% $7,320 17.4% $5,199 $5,127 $3,052 (8.2%) (15.4%) (27.5%) (1) PF SUN Couche- CST Casey's Murphy Casey's Couche- Murphy CST SUN Tard USA Tard USA Sites (2) LTM Total Fuel Sales (mm g
Slide 15: Laredo Taco Company: SUN's Secret Ingredient
LAREDO TACO COMPANY: SUN’S SECRET INGREDIENT 15
Slide 16: Stripes & Laredo Taco Company: Strong Track Record of Same Store Sales Growth
STRIPES & LAREDO TACO COMPANY: STRONG TRACK RECORD OF SAME STORE SALES GROWTH Overview Food Service Sales (1) 26 straight years of same store sales growth $300 Above industry average inside-sales business $250 Laredo Taco Company generates gross margin in excess of 45% $200 Laredo Taco Compa
Slide 17: Current Laredo Taco Presence Concentrated in Regions with Heavy Hispanic Population Density
CURRENT LAREDO TACO PRESENCE IS CONCENTRATED IN REGIONS WITH HEAVY HISPANIC POPULATION DENSITY… 17
Slide 18: Opportunity to Expand to Markets Where Hispanic Density Is Expected to Grow
…WITH OPPORTUNITY TO EXPAND TO MARKETS WHERE HISPANIC DENSITY IS EXPECTED TO GROW 18
Slide 19: Generating Growth Through Integration and Execution of Strategy
GENERATING GROWTH THROUGH INTEGRATION AND EXECUTION OF STRATEGY Key Drivers Average Fuel Gallons Sold per Stripes Retail Store (000s) 1,800 1,705 Leveraging powerful fuel brands 1,700 1,669 1,578 Significant scale in procurement 1,600 1,491 1,500 1,421 New large-scale store format enables 1,40
Slide 20: Track Record of Consistent Growth
TRACK RECORD OF CONSISTENT GROWTH Merchandise Same Store Sales Growth (1) 8.0% 7.4% 6.7% 5.6% 5.8% 5.8% 5.8% 6.1% 5.0% 4.2% 4.0% 4.4% 3.9% 3.4% 3.1% 2.7% 2.2% 2.4% 1.9% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2011 2012 2013 2014 2015 Average Retail Gallons Per Store Growth (1) 8.0%
Slide 21: SUN Will Continue to Leverage Organic Growth Opportunities
SUN WILL CONTINUE TO LEVERAGE ORGANIC GROWTH OPPORTUNITIES… 40 new-build Stripes stores planned for 2015 in high growth markets with favorable demographics utilizing land bank inventory New to Allows for more open and modern store designs to increase customer appeal Industry (“NTI”) Carry a la
Slide 22: Fragmented Convenience Store Industry Offers Attractive Acquisition Opportunities
FRAGMENTED CONVENIENCE STORE INDUSTRY OFFERS ATTRACTIVE ACQUISITION OPPORTUNITIES Industry is highly fragmented with over 47,000 stores comprising chain operators Ownership of ~ 128,000 Convenience Stores Selling Fuel (1) with greater than ten locations in their portfolio SUN continually evaluat
Slide 23: Financial Strategy
FINANCIAL STRATEGY Distribution Growth Financial Flexibility Target long-term distribution coverage of ~1.1x Currently rated Ba2/BB stable Continued focus on organic growth opportunities Target long-term leverage ratio of 4.0x-4.5x Preserve liquidity under revolving credit facility Debt Ma
Slide 24: SUN Is Well Positioned for Long-Term Growth in Unitholder Value
SUN IS WELL POSITIONED FOR LONG-TERM GROWTH IN UNITHOLDER VALUE Diversified Business and Geography Mitigates Risk and Volatility Strong Track Leading Record of Market Stable Cash Position with Flows Iconic Brands Highly Fragmented Supportive Market with and Dedicated Potential to General Augment Sca
Slide 25: SUN Has Consistently Grown Distributions Since 2012 IPO
SUN HAS CONSISTENTLY GROWN DISTRIBUTIONS SINCE 2012 IPO Proven History of Strong Distribution Growth for 10 Consecutive Quarters and Counting $ / Unit 24% DPU CAGR $0.80 $0.75 $0.70 $0.69 $0.65 $0.60 $0.60 $0.55 $0.50 $0.52 $0.50 $0.49 2.00x $0.47 $0.45 1.60x $0.44 $0.40 1.20x 0.80x 0.40x [TBU – 3Q]
Slide 26: SUN Capital Structure
SUN CAPITAL STRUCTURE ($ in Millions) Historical 9/30/15 As Adjusted 9/30/15 (1) Cash $48 $48 Debt $1.5bn Revolver $875 $300 6.375% Senior Notes Due 2023 800 800 5.5% Senior Notes Due 2020 600 600 Other Debt 182 182 Term Loan A 0 2,035 Total Debt $2,457 $3,917 Market Capitalization (2) 2,463 3,407 T
Slide 27: Summary Sunoco LP Strategy
SUMMARY SUNOCO LP STRATEGY Stability Visible Growth • Significant amount of long-term fuel • Ability to pursue combined retail / supply agreements wholesale asset acquisitions in highly attractive markets • Historical stability of fuel margins • Organic expansion of convenience • Fuel margins are no
Slide 28: Appendix
APPENDIX 28
Slide 29: 3Q 2015 Operating Performance
3Q 2015 OPERATING PERFORMANCE Three Months Ended Nine Months Ended September 30, 2015 September 30, 2015 Gallons Sold (in thousands): Retail 353,641 1,060,297 Wholesale 608,397 1,788,579 Affiliated 90,387 262,367 Total Pro Forma Gallons 1,052,425 3,111,243 Motor Fuel Gross Profit (cents/gallon) Reta
Slide 30: SUN LP Poised to Hold a Leading Position in a Stable & Thriving C-Store Industry
SUN LP POISED TO HOLD A LEADING POSITION IN A STABLE & THRIVING C-STORE INDUSTRY Resilient industry growth ‒ 2014 marked the 12th consecutive year of industry-wide merchandise sales growth Increasing demand for convenience and improved foodservice offerings continues to drive merchandise sales g
Slide 31: SUN Reconciliation of Adjusted EBITDA to Net Income
SUN RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME ($ in Thousands) Predecessor Successor Pro Forma Pro Forma Combined Actual Combined Fiscal Year Fiscal Year Fiscal Year Results for the Results for the Ended Ended Ended Twelve Months Twelve Months Fiscal Year December 31, December 31, December 31,
Slide 32: Sunoco, LLC Reconciliation of Adjusted EBITDA to Net Income
SUNOCO, LLC RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME ($ in Thousands) Fiscal Year Ended December 31, 2013 2014 Net income (loss) $134,413 $36,732 Depreciation, amortization and accretion 48,091 50,547 Income tax expense 65,774 44,862 EBITDA 248,278 132,141 Non-cash unit based compensation 777
Slide 33: Sunoco R&M Reconciliation of Adjusted EBITDA to Net Income
SUNOCO R&M RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME ($ in Thousands) Fiscal Year Ended December 31, 2014 Net income (loss) $82,196 Depreciation, amortization and accretion 73,706 Income tax expense 2 EBITDA 155,902 Non-cash unit based compensation 2,422 Unrealized gains on commodity derivativ
Slide 34: Susser Reconciliation of Net Income to Adjusted EBITDA
SUSSER RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA ($ in Thousands) Historical (1) Pro Forma Adjustments Pro Forma Memo - EBITDA and DCF reconciliation Susser SUN (2) Adjustments (3) Susser Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended December 31, December 31, December 31, 2014 2014 201