Slide 1: Investor Update
INVESTOR UPDATE March 2015
Slide 2: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS Some of the statements in this presentation constitute “forward-looking statements” about Sunoco LP (“SUN”) and Energy Transfer Partners, L.P. (“ETP”) and their respective affiliates that involve risks, uncertainties and assumptions, including without limitation, our discu
Slide 3: Non-GAAP Measures and Explanatory Note Regarding Presentation Scope and Format
NON-GAAP MEASURES AND EXPLANATORY NOTE REGARDING PRESENTATION SCOPE AND FORMAT This document includes certain non-GAAP financial measures as defined under SEC Regulation G. A reconciliation of those measures to the most directly comparable GAAP measures is provided in the appendix to this presentati
Slide 4: Jump Starting Transformation
JUMP STARTING TRANSFORMATION ETP acquires Susser Holdings, announces plan to drop SUSS and Sunoco Inc. businesses into Susser Petroleum Partners – now Sunoco LP (NYSE: SUN) SUN closes new $1.25 billion revolving credit facility that matures in September 2019 SUN acquires Mid-Atlantic Convenience Sto
Slide 5: Investment Highlights
INVESTMENT HIGHLIGHTS Demonstrated Healthy Distribution Growth with Strong Track ~20% CAGR Leading Record of over 8 Quarters Market Stable Cash Position with Flows Iconic Brands Diversified Supportive Business and and Dedicated Geography Strong and General Mitigates Risk Experienced Partner and Vola
Slide 6: Geographically Diverse Platform for Future Drop Down Growth at SUN
GEOGRAPHICALLY DIVERSE PLATFORM FOR FUTURE DROP DOWN GROWTH AT SUN ETP Retail Marketing SUN + MACS + Aloha Potential Future Growth Segment (1) 12/31/14 PF Motor 2,491(2) 5,273 7,764 Fuel Sales (MM Gallons): 12/31/14 PF $183 $1,782 $1,965 Merchandise Sales: Total Sites (12/31/14): (3) 948 (4) 5,702 6
Slide 7: Significant Additional Scale Opportunity for SUN LP from Over 5,700 Sites
SIGNIFICANT ADDITIONAL SCALE OPPORTUNITY FOR SUN LP FROM OVER 5,700 SITES Site Count as of December 31, 2014 SUN Sites Remaining ETP Retail (SUSP + MACS / Marketing Segment Total Tiger + Aloha) (Sunoco + SUSS) (1) Company Operated 155 1,096 1,251 Dealer & Distributor 793 4,606 5,399 Operated Total S
Slide 8: Growth Through Acquisitions and Dropdowns Has Already Accelerated EBITDA Growth
GROWTH THROUGH ACQUISITIONS AND DROPDOWNS HAS ALREADY ACCELERATED EBITDA GROWTH Adjusted EBITDA ($MM) 211 122 52 24 32 (1) (2) 2011 2012 2013 Actual FYE 2014 Pro Forma FYE 2014 (1) Based on actual FYE 2014 results which include four months of MACS and two weeks of Aloha Petroleum (2) Based on FYE 20
Slide 9: Growth Through Acquisitions and Dropdowns Adds Scale and Diversity
GROWTH THROUGH ACQUISITIONS AND DROPDOWNS ADDS SCALE AND DIVERSITY Gallons Sold (MM) 656 105 2,491 1,835 1,450 1,571 1,312 2011 2012 2013 FYE 12/31/2014 (1) MACS & Aloha SUN LP (1) Gallons based on FYE 2014 results for pro forma combined SUN LP which includes MACS and Aloha Petroleum 9
Slide 10: Diversified Sources of Cash Flow
DIVERSIFIED SOURCES OF CASH FLOW SUN LP Pro Forma Gallons Sold by Channel(1) Channel Description Retail 9% Sale of retail fuel and merchandise through “company-operated” sites 15% “Company Operated” - Operate convenience store and sell fuel 6% “Consignment” - Sell fuel at dealer-operated site an
Slide 11: SUN LP Generates Stable Cash Flows from Diversified Lines of Business
SUN LP GENERATES STABLE CASH FLOWS FROM DIVERSIFIED LINES OF BUSINESS Gross Profit Contribution From Segment (FYE 12/31/14)(1) 2% 12% 25% 15% 46% Retail Fuel Wholesale Fuel Merch & Other C-Store Rent Other Fuel (1) Includes FYE 2014 results for pro forma combined SUN LP which includes MACS and Aloha
Slide 12: Q4 2014 Update
Q4 2014 UPDATE Sunoco LP QTD Dec 2013 QTD Dec 2014 % Change YTD Dec 2013 YTD Dec 2014 % Change Total Fuel Gallons 416 607 46% 1,571 2,012 28% Average Fuel Margin cents/gallon 3.8 13.0 242% 3.7 7.0 89% Merchandise Sales 0 10 N/A - 83 N/A Adjusted EBITDA $14 $65 366% $52 $122 136% Retail Outlets Suppl
Slide 13: SUN Has Consistently Grown Distributions Since 2012 IPO
SUN HAS CONSISTENTLY GROWN DISTRIBUTIONS SINCE 2012 IPO Distributions / Unit +3.5% 20% DPU CAGR $0.60 $0.60 $0.55 $0.52 $0.50 $0.50 $0.49 $0.47 $0.45 $0.44 $0.40 $0.30 +10% $0.20 +5% $0.10 +3.5% +3.5% +3.5% +3.5% +3.5% $- Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Future Distrib
Slide 14: SUN LP Capital Structure
SUN LP CAPITAL STRUCTURE 12/31/13 12/31/14 Cash $ 8,150 $ 67,151 Debt(1) Revolver 156,210 683,378 Term Loan 25,866 - Notes Payable 4,075 3,552 Capital Lease Obligations - 493 Total Debt 186,151 687,423 Unitholder's Equity 79,693 1,142,376 Total Capitalization 265,844 1,829,799 Net Debt 178,001 620,2
Slide 15: SUN Will Look to Deliver Unitholder Value While Increasing Scale
SUN WILL LOOK TO DELIVER UNITHOLDER VALUE WHILE INCREASING SCALE SUN will continue to use multiple avenues to execute its growth strategy: Drop down growth Wholesale growth Same-store sales growth New store growth Third party acquisition opportunities Growth expected to be achieved in
Slide 16: Retail Marketing Asset Drop Downs
RETAIL MARKETING ASSET DROP DOWNS ETP previously announced its intent to drop down the existing Sunoco and SUSS retail marketing businesses into SUN in a series of synchronized drop down transactions for newly issued SUN common units and cash Dropdowns of the existing Sunoco and SUSS retail busi
Slide 17: Multiple Avenues for Organic Growth
MULTIPLE AVENUES FOR ORGANIC GROWTH New to Industry (“NTI”) Raze & Rebuilds Targeted in high growth markets with favorable Increases returns on existing sites with attractive demographics volume and customer traffic NTI growth allows for more open and modern store Frequently in established m
Slide 18: SUN Will Target Prudent Growth via Acquisitions
SUN WILL TARGET PRUDENT GROWTH VIA ACQUISITIONS SUN will continue to look to opportunistically acquire strong performing retail and wholesale businesses / assets in attractive markets We evaluate potential acquisitions through the following criteria: Financial hurdles Geography Market marg
Slide 19: Leveraging the Relationship with Energy Transfer
LEVERAGING THE RELATIONSHIP WITH ENERGY TRANSFER ETP’s interests are clearly aligned with SUN’s Experienced Strong track team that has record of managed creating value acquisitions, for ETP owns integrations, unitholders SUN’s GP, transitions 100% of its IDRs and is the largest unitholder Halo effec
Slide 20: Key Investment Highlights
KEY INVESTMENT HIGHLIGHTS Stability Visible Growth • Significant amount of long-term, • Meaningful growth achievable fee-based contracts through significant inventory of drops from ETP • Historical stability of fuel margins • Ability to pursue combined retail / • Strong and resilient industry wholes
Slide 21: Appendix
APPENDIX 21
Slide 22: Simplified SUN Org Structure
SIMPLIFIED SUN ORG STRUCTURE Publicly Traded MLP Energy Transfer Equity, L.P. (1) (NYSE: ETE) General Partner/Parent Company Public Unitholders Energy Transfer Partners, L.P. (NYSE: ETP) 57.2% LP Interest (2) 42.8% LP Interest (2) 100% GP Interest, IDR’s Sunoco Inc. Susser Holdings Sunoco LP (3) Qua
Slide 23: Recent Developments
RECENT DEVELOPMENTS MACS Drop Down Acquisition Aloha Acquisition On October 1, 2014, SUN closed the acquisition of Mid- On December 16, 2014, SUN closed the acquisition of Atlantic Convenience Stores, LLC from ETP in a transaction Honolulu-based Aloha Petroleum, Ltd. for approximately valued at
Slide 24: Sunoco LP Is a Key Player in the Motor Fuels Value Chain
SUNOCO LP IS A KEY PLAYER IN THE MOTOR FUELS VALUE CHAIN Motor Fuels Value Chain Crude Oil Refining Storage and Wholesale Retail Production Transportation Distribution SUN operates within the wholesale and retail distribution segments of the motor fuels value chain Largely generating profit marg
Slide 25: Sunoco LP Is a Key Player in the Motor Fuels Value Chain (Cont.)
SUNOCO LP IS A KEY PLAYER IN THE MOTOR FUELS VALUE CHAIN (CONT.) Motor Fuels Value Chain Crude Oil Refining Storage and Wholesale Retail Production Transportation Distribution The recent acquisition of SUSS by ETP has opened the door for significant near term growth and unique long term opportunit
Slide 26: 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 ‒ 2013 marked the 11th consecutive year of industry-wide merchandise sales growth Increasing demand for convenience and improved foodservice offerings continues to drive merchandise sales g
Slide 27: Fragmented Convenience Store Industry Offers Attractive Acquisition Opportunities
FRAGMENTED CONVENIENCE STORE INDUSTRY OFFERS ATTRACTIVE ACQUISITION OPPORTUNITIES Industry is highly fragmented with almost Ownership of ~ 128,000 Convenience 60% of the industry comprising single- Stores Selling Fuel (1) store owners We continually evaluate acquisition opportunities 501+ Stores
Slide 28: Brand Portfolio with Powerful Reach and Strength
BRAND PORTFOLIO WITH POWERFUL REACH AND STRENGTH Brand equity and presence spans fuel, food service and convenience store platforms Sunoco ranks in the top 100 U.S. brands in both familiarity and favorability (1) 2nd among fuel brands Unique sponsorships provide a powerful growth platform
Slide 29: Real Estate Summary as of December 31, 2014
REAL ESTATE SUMMARY AS OF DECEMBER 31, 2014 Properties Controlled by SUN Fee Leased Total Retail 67 88 155 (1) Wholesale 207 110 317 Total Operating Sites 274 198 472 (1) Includes 66 Stripes Stores dropped down to SUN LP in sale leaseback transactions 29
Slide 30: 2014 & 2015 Capex Outlook
2014 & 2015 CAPEX OUTLOOK $ in millions 2014 Actual 2015 Estimate Low High Sunoco Maintenance $5 $15 $25 Sunoco Growth 168 165 215 Sunoco Total Capex (1) $173 $180 $250 • Maintenance capex includes non-revenue adding improvements to equipment and infrastructure • Growth capex includes new customer c
Slide 31: Fuel Distribution Produces Significant Qualifying Income
FUEL DISTRIBUTION PRODUCES SIGNIFICANT QUALIFYING INCOME Qualifying Non-Qualifying Wholesale supply of fuel to related Sales of fuel products to retail party, independent dealers or lessee customers dealers, and most 3rd parties Merchandise sales Real property rental income from Rental inc
Slide 32: Sunoco LP, Reconciliation of Adjusted EBITDA and Distributable Cash Flow to Net Income
SUNOCO LP, RECONCILIATION OF ADJUSTED EBITDA AND DISTRIBUTABLE CASH FLOW TO NET INCOME ($ in Thousands) Predecessor Successor Pro Forma Combined Actual Combined Fiscal Year Fiscal Year Fiscal Year Results for the Results for the Ended Ended Ended Twelve Months Twelve Months December December 31, Dec