ET Energy Transfer LP

(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,

2021

December 31,

2020

Assets

Current assets:

Cash and cash equivalents

$                    25

$                    97

Accounts receivable, net

526

295

Receivables from affiliates

12

11

Inventories, net

534

382

Other current assets

95

62

Total current assets

1,192

847

Property and equipment

2,581

2,231

Accumulated depreciation

(914)

(806)

Property and equipment, net

1,667

1,425

Other assets:

Finance lease right-of-use assets, net

9

3

Operating lease right-of-use assets, net

517

536

Goodwill

1,568

1,564

Intangible assets, net

542

588

Other noncurrent assets

188

168

Investment in unconsolidated affiliate

132

136

Total assets

$               5,815

$               5,267

Liabilities and equity

Current liabilities:

Accounts payable

$                  515

$                  267

Accounts payable to affiliates

59

79

Accrued expenses and other current liabilities

291

282

Operating lease current liabilities

19

19

Current maturities of long-term debt

6

6

Total current liabilities

890

653

Operating lease non-current liabilities

521

538

Revolving line of credit

581

—

Long-term debt, net

2,668

3,106

Advances from affiliates

126

125

Deferred tax liability

114

104

Other noncurrent liabilities

104

109

Total liabilities

5,004

4,635

Commitments and contingencies

Equity:

Limited partners:

Common unitholders

   (83,670,950 units issued and outstanding as of December 31, 2021 and
   83,333,631 units issued and outstanding as of December 31, 2020)

811

632

Class C unitholders - held by subsidiary

   (16,410,780 units issued and outstanding as of December 31, 2021 and
    December 31, 2020)

—

—

Total equity

811

632

Total liabilities and equity

$               5,815

$               5,267

SUNOCO LP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Dollars in millions, except per unit data)

(unaudited)

Three Months Ended

 December 31,

 Year Ended

December 31,

2021

2020

2021

2020

Revenues:

Motor fuel sales

$               4,831

$               2,463

$             17,152

$            10,332

Non motor fuel sales

88

55

306

240

Lease income

35

35

138

138

Total revenues

4,954

2,553

17,596

10,710

Cost of sales and operating expenses:

Cost of sales

4,615

2,271

16,246

9,654

General and administrative

30

25

109

112

Other operating

78

56

270

275

Lease expense

15

15

59

61

Loss (gain) on disposal of assets and impairment charges

(2)

(5)

(14)

2

Depreciation, amortization and accretion

42

47

177

189

Total cost of sales and operating expenses

4,778

2,409

16,847

10,293

Operating income

176

144

749

417

Other income (expense):

Interest expense, net

(39)

(44)

(163)

(175)

Other income (expense), net

—

2

—

2

Equity in earnings of unconsolidated affiliate

1

2

4

5

Loss on extinguishment of debt

(29)

(13)

(36)

(13)

Income before income taxes

109

91

554

236

Income tax expense

9

8

30

24

Net income and comprehensive income

$                  100

$                    83

$                  524

$                 212

Net income per common unit:

Common units - basic

$                 0.97

$                 0.78

$                 5.35

$                1.63

Common units - diluted

$                 0.95

$                 0.77

$                 5.28

$                1.61

Weighted average limited partner units outstanding:

Common units - basic

83,431,830

83,147,345

83,369,534

83,062,159

Common units - diluted

84,664,873

83,912,647

84,438,276

83,716,464

Cash distribution per unit

$             0.8255

$             0.8255

$                 3.30

$                3.30

___________________________

(1)

Excludes depreciation, amortization and accretion.

(2)

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.

(3)

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

(4)

The distribution coverage ratio for a period is calculated as Distributable Cash Flow attributable to partners, as adjusted, divided by distributions expected to be paid to partners of Sunoco LP in respect of such a period.