Sunoco LP and SunocoCorp LLC Report Third Quarter 2026 Financial and Operating Results

⁽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 “Supplemental Information” 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.  

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.  

⁽²⁾

Transaction-related expenses include certain one-time expenses incurred with acquisitions. The Partnership’s definition of Adjusted EBITDA includes transaction-related expenses. However, given the magnitude of the acquisitions during the periods presented, as well as the expenses related to those transactions, the Partnership is reporting Adjusted EBITDA excluding these expenses in order to portray the Partnership’s performance for the period without the impact of these one-time items. 

SUNOCO LP
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
(unaudited) 

September 30,

2026

December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents

$

760

$

891

Accounts receivable, net

4,270

1,972

Accounts receivable from affiliates

58

—

Inventories, net

2,403

2,383

Other current assets

317

270

Total current assets

7,808

5,516

Property, plant and equipment

16,082

15,256

Accumulated depreciation

(2,544

)

(1,848

)

Property, plant and equipment, net

13,538

13,408

Other assets:

Operating lease right-of-use assets, net

1,541

1,449

Goodwill

3,123

3,026

Intangible assets, net

2,355

2,411

Other non-current assets

878

928

Investments in unconsolidated affiliates

1,607

1,624

Total assets

$

30,850

$

28,362

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

3,929

$

2,485

Accounts payable to affiliates

644

331

Accrued expenses and other current liabilities

1,313

953

Operating lease current liabilities

185

211

Current maturities of long-term debt

7

17

Total current liabilities

6,078

3,997

Operating lease non-current liabilities

1,375

1,255

Long-term debt, net

13,156

13,372

Advances from affiliates

76

78

Deferred tax liabilities

1,069

1,139

Other non-current liabilities

584

512

Total liabilities

22,338

20,353

Commitments and contingencies

Equity:

Limited partners:

Preferred unitholders (1,500,000 units issued and outstanding as of September 30, 2026 and December 31, 2025)

1,477

1,507

Common unitholders (136,896,738 units issued and outstanding as of September 30, 2026 and 136,866,854 units issued and outstanding as of December 31, 2025)

4,405

3,970

Class C unitholders - held by subsidiaries (16,410,780 units issued and outstanding as of September 30, 2026 and December 31, 2025)

—

—

Class D unitholder (51,517,198 units issued and outstanding as of September 30, 2026 and December 31, 2025)

2,693

2,538

Accumulated other comprehensive loss

(63

)

(6

)

Total equity

8,512

8,009

Total liabilities and equity

$

30,850

$

28,362

SUNOCO LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per unit data)
(unaudited) 

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

REVENUES

$

18,029

$

6,032

$

42,978

$

16,601

COSTS AND EXPENSES:

Cost of sales (excluding items shown separately below)

16,469

5,386

38,265

14,733

Operating expenses

327

162

1,038

450

General and administrative

147

51

461

140

Lease expense

56

19

165

54

Loss on disposal of assets and impairment charges

10

3

12

4

Depreciation, amortization and accretion

280

159

848

469

Total cost of sales and operating expenses

17,289

5,780

40,789

15,850

OPERATING INCOME

740

252

2,189

751

OTHER INCOME (EXPENSE):

Interest expense, net

(197

)

(131

)

(602

)

(375

)

Equity in earnings of unconsolidated affiliates

31

40

120

103

Loss on extinguishment of debt

(1

)

(12

)

(2

)

(31

)

Other, net

32

(1

)

(59

)

(2

)

INCOME BEFORE INCOME TAXES

605

148

1,646

446

Income tax expense

106

11

220

16

NET INCOME

$

499

$

137

$

1,426

$

430

Less: Preferred unitholders' interest in net income

29

4

88

4

Less: Class D unitholder's interest in net income

108

—

306

—

NET INCOME ATTRIBUTABLE TO COMMON UNITS

$

362

$

133

$

1,032

$

426

NET INCOME PER COMMON UNIT:

Basic

$

2.08

$

0.64

$

5.89

$

2.19

Diluted

$

2.07

$

0.64

$

5.85

$

2.18

WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:

Basic

136,896,631

136,604,533

136,893,440

136,436,142

Diluted

137,898,246

137,346,932

137,732,781

137,135,374

CASH DISTRIBUTION PER COMMON UNIT

$

1.0148

$

0.9202

$

3.0070

$

2.7266

SUNOCO LP
SUPPLEMENTAL INFORMATION
(Dollars and units in millions)
(unaudited) 

Three Months Ended September 30,

2026

2025

Net income

$

499

$

137

Depreciation, amortization and accretion

280

159

Interest expense, net

197

131

Non-cash unit-based compensation expense

7

5

Loss on disposal of assets and impairment charges

10

3

Loss on extinguishment of debt

1

12

Unrealized (gains) losses on commodity derivatives

(57

)

15

Inventory valuation adjustments

(19

)

(10

)

Equity in earnings of unconsolidated affiliates

(31

)

(40

)

Adjusted EBITDA related to unconsolidated affiliates

56

58

Other non-cash adjustments

—

8

Income tax expense

106

11

Adjusted EBITDA ⁽¹⁾

1,049

489

Transaction-related expenses

11

7

Adjusted EBITDA ⁽¹⁾, excluding transaction-related expenses

$

1,060

$

496

Adjusted EBITDA ⁽¹⁾

$

1,049

$

489

Adjusted EBITDA related to unconsolidated affiliates

(56

)

(58

)

Distributable cash flow from unconsolidated affiliates

53

54

Series A Preferred Units distributions

(29

)

(4

)

Cash interest expense

(189

)

(120

)

Current income tax expense

(138

)

(4

)

Maintenance capital expenditures ⁽²⁾

(113

)

(38

)

Distributable Cash Flow

577

319

Transaction-related expenses and adjustments ⁽³⁾

11

7

Distributable Cash Flow, as adjusted ⁽¹⁾

$

588

$

326

Distributions to Partners:

Limited Partners

$

191

$

126

General Partner

76

42

Total distributions to be paid to partners

$

267

$

168

Limited Partner units outstanding - end of period ⁽⁴⁾

188.4

136.6

⁽¹⁾

Adjusted EBITDA is defined as net income before net interest expense, income tax expense, depreciation, amortization and accretion expense, non-cash compensation expense, gains and losses on disposal of assets, non-cash impairment charges, losses on extinguishment of debt, unrealized gains and losses on commodity derivatives, inventory valuation adjustments, certain foreign currency transaction gains and losses and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations. We define Distributable Cash Flow as Adjusted EBITDA less preferred unit distributions, 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. For Distributable Cash Flow, as adjusted, certain transaction-related adjustments and non-recurring expenses are excluded.

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 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 senior notes;
• although depreciation, amortization and accretion are non-cash charges, the assets being depreciated, amortized and accreted 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 affiliates based on the same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliates as those excluded from the calculation of Adjusted EBITDA, such as interest, taxes, depreciation, amortization, accretion and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates. The use of Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly. Inventory valuation 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. 

⁽²⁾

For the three months ended September 30, 2026 and 2025, excludes $4 million for our proportionate share of maintenance capital expenditures related to our investments in ET-S Permian and J.C. Nolan, as these amounts are included in “Distributable cash flow from unconsolidated affiliates.” 

⁽³⁾

For the three months ended September 30, 2026 and 2025, SUN incurred $11 million and $7 million of transaction-related expenses, respectively. 

⁽⁴⁾

Limited Partner units outstanding at the end of period includes 136.9 million common units and 51.5 million Class D units. 

SUNOCO LP
SUMMARY ANALYSIS OF QUARTERLY RESULTS BY SEGMENT
(Tabular dollar amounts in millions)
(unaudited) 

Three Months Ended

September 30,

2026

2025

Segment Adjusted EBITDA:

Fuel Distribution

$

523

$

232

Pipeline Systems

166

182

Terminals

122

75

Refinery

238

—

Adjusted EBITDA

1,049

489

Transaction-related expenses

11

7

Adjusted EBITDA, excluding transaction-related expenses

$

1,060

$

496

The following analysis of segment operating results includes a measure of segment profit. Segment profit is a non-GAAP financial measure and is presented herein to assist in the analysis of segment operating results and particularly to facilitate an understanding of the impacts that changes in sales revenues have on the segment performance measure of Segment Adjusted EBITDA. Segment profit is similar to the GAAP measure of gross profit, except that segment profit excludes charges for depreciation, amortization and accretion. The most directly comparable measure to segment profit is gross profit. 

The following table presents a reconciliation of segment profit to gross profit: 

Three Months Ended

September 30,

2026

2025

Fuel Distribution segment profit

$

924

$

329

Pipeline Systems segment profit

185

189

Terminals segment profit

208

128

Refinery segment profit

243

—

Total segment profit

1,560

646

Depreciation, amortization and accretion, excluding corporate and other

279

159

Gross profit

$

1,281

$

487

Fuel Distribution 

Three Months Ended

September 30,

2026

2025

Motor fuel gallons sold (millions)

4,197

2,295

Motor fuel profit cents per gallon ⁽¹⁾

16.8 ¢

10.7 ¢

Fuel profit

$

723

$

254

Non-fuel profit

154

44

Lease profit

47

31

Fuel Distribution segment profit

924

329

Unrealized (gains) losses on commodity risk management activities

(55

)

15

Expenses, excluding non-cash unit-based compensation expense ⁽²⁾

(365

)

(110

)

Adjusted EBITDA related to unconsolidated affiliates

6

—

Inventory valuation adjustments

(19

)

(9

)

Other

32

7

Segment Adjusted EBITDA

523

232

Transaction-related expenses

9

6

Segment Adjusted EBITDA, excluding transaction-related expenses

$

532

$

238

⁽¹⁾

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

⁽²⁾

Includes operating expenses, general and administrative and lease expense.

Volumes. For the three months ended September 30, 2026 compared to the same period last year, volumes increased primarily due to the Parkland Acquisition. 

Segment Adjusted EBITDA. For the three months ended September 30, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Fuel Distribution segment increased due to the net impact of the following: 

• an increase of $515 million in segment profit (excluding unrealized gains and losses on commodity risk management activities and inventory valuation adjustments) primarily due to the Parkland Acquisition and other acquisitions; and
• an increase of $6 million in Adjusted EBITDA related to unconsolidated affiliates due to investments acquired in the Parkland Acquisition; partially offset by
• an increase of $255 million in expenses primarily due to the Parkland Acquisition.

Pipeline Systems 

Three Months Ended

September 30,

2026

2025

Pipelines throughput (thousand barrels per day)

1,333

1,296

Pipeline Systems segment profit

$

185

$

189

Expenses, excluding non-cash unit-based compensation expense ⁽¹⁾

(64

)

(65

)

Adjusted EBITDA related to unconsolidated affiliates

45

58

Segment Adjusted EBITDA

166

182

Transaction-related expenses

—

—

Segment Adjusted EBITDA, excluding transaction-related expenses

$

166

$

182

⁽¹⁾

Includes operating expenses, general and administrative and lease expense.

Volumes. For the three months ended September 30, 2026 compared to the same period last year, the increase in throughput volumes reflected the impact of modest growth across most pipeline systems.

Segment Adjusted EBITDA. For the three months ended September 30, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Pipeline Systems segment decreased due to the net impact of the following:

• a decrease of $4 million in segment profit primarily due to prior period contract deficiency payments; and
• a decrease of $13 million in Adjusted EBITDA related to ET-S Permian; partially offset by
• a decrease of $1 million in expenses primarily due to lower maintenance costs and repairs.

Terminals 

Three Months Ended

September 30,

2026

2025

Throughput (thousand barrels per day)

1,040

683

Terminals segment profit

$

208

$

128

Expenses, excluding non-cash unit-based compensation expense ⁽¹⁾

(86

)

(52

)

Inventory valuation adjustments

—

(1

)

Segment Adjusted EBITDA

122

75

Transaction-related expenses

2

1

Segment Adjusted EBITDA, excluding transaction-related expenses

$

124

$

76

⁽¹⁾

Includes operating expenses, general and administrative and lease expense.

Volumes. For the three months ended September 30, 2026 compared to the same period last year, volumes increased due to recently acquired assets.

Segment Adjusted EBITDA. For the three months ended September 30, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Terminals segment increased due to the net impact of the following:

• an increase of $81 million in segment profit (excluding inventory valuation adjustments) primarily due to the acquisitions of Parkland and TanQuid, as well as improvement in our transmix business performance; partially offset by
• an increase of $34 million in expenses primarily due to the acquisitions of Parkland and TanQuid.

Refinery 

Three Months Ende

September 30,

2026

2025

Crude utilization

99

%

—

%

Composite utilization

105

%

—

%

Crude throughput (thousand barrels per day)

54

—

Bio-feedstock throughput (thousand barrels per day)

3

—

Refinery segment profit ⁽¹⁾

$

243

$

—

Unrealized gains on commodity risk management activities

(2

)

—

Expenses, excluding non-cash unit-based compensation expense ⁽²⁾

(8

)

—

Adjusted EBITDA related to unconsolidated affiliates

5

—

Segment Adjusted EBITDA

238

—

Transaction-related expenses

—

—

Segment Adjusted EBITDA, excluding transaction-related expenses

$

238

$

—

⁽¹⁾

Includes $47 million of production costs, supply and logistics, and terminal operating costs for the three months ended September 30, 2026.

⁽²⁾

Includes operating expenses, general and administrative and lease expense.

Volumes. For the three months ended September 30, 2026 compared to the same period last year, volumes increased due to recently acquired assets.

Segment Adjusted EBITDA. For the three months ended September 30, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Refinery segment increased due to the Parkland Acquisition.

SUNOCOCORP LLC FINANCIAL INFORMATION

The following section provides financial information for SUNC. SUNC’s separate financial statements will reflect SUN on a consolidated basis for all periods; accordingly, the information below reflects SUN on a consolidated basis for the entire period. 

SUNOCOCORP LLC
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
(unaudited) 

September 30,

2026

December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents

$

760

$

891

Accounts receivable, net

4,270

1,972

Accounts receivable from affiliates

57

—

Inventories, net

2,403

2,383

Other current assets

317

270

Total current assets

7,807

5,516

Property, plant and equipment

16,082

15,256

Accumulated depreciation

(2,544

)

(1,848

)

Property, plant and equipment, net

13,538

13,408

Other assets:

Operating lease right-of-use assets, net

1,541

1,449

Goodwill

3,123

3,026

Intangible assets, net

2,355

2,411

Other non-current assets

878

928

Investments in unconsolidated affiliates

1,607

1,624

Total assets

$

30,849

$

28,362

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

3,929

$

2,485

Accounts payable to affiliates

641

331

Accrued expenses and other current liabilities

1,315

953

Operating lease current liabilities

185

211

Current maturities of long-term debt

7

17

Total current liabilities

6,077

3,997

Operating lease non-current liabilities

1,375

1,255

Long-term debt, net

13,156

13,372

Advances from affiliates

76

78

Deferred tax liabilities

1,141

1,135

Other non-current liabilities

584

512

Total liabilities

22,409

20,349

Commitments and contingencies

Equity:

Common unitholders (51,517,198 units issued and outstanding as of September 30, 2026 and December 31, 2025)

2,621

2,542

Accumulated other comprehensive loss

(63

)

(6

)

Total Member's Equity

2,558

2,536

Noncontrolling interests

5,882

5,477

Total equity

8,440

8,013

Total liabilities and equity

$

30,849

$

28,362

SUNOCOCORP LLC
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in millions, except per unit data)
(unaudited) 

Three Months Ended

September 30, 2026

Nine Months Ended

September 30, 2026

REVENUES:

$

18,029

$

42,978

COSTS AND EXPENSES:

Cost of sales (excluding items shown separately below)

16,469

38,265

Operating expenses

327

1,038

General and administrative

147

461

Lease expense

56

165

Loss on disposal of assets and impairment charges

10

12

Depreciation, amortization and accretion

280

848

Total cost of sales and operating expenses

17,289

40,789

OPERATING INCOME

740

2,189

OTHER INCOME (EXPENSE):

Interest expense, net

(197

)

(602

)

Equity in earnings of unconsolidated affiliates

31

120

Loss on extinguishment of debt

(1

)

(2

)

Other, net

32

(59

)

INCOME BEFORE INCOME TAXES

605

1,646

Income tax expense

133

296

NET INCOME

472

1,350

Less: Net income attributable to noncontrolling interests

391

1,120

NET INCOME ATTRIBUTABLE TO MEMBERS

$

81

$

230

NET INCOME PER COMMON UNIT:

Basic

$

1.57

$

4.46

Diluted

$

1.55

$

4.42

WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:

Basic

51,517,198

51,517,198

Diluted

51,598,805

51,571,581

CASH DISTRIBUTION PER COMMON UNIT

$

1.0148

$

3.0070

SUNOCOCORP LLC
SUPPLEMENTAL INFORMATION
(Dollars and units in millions)
(unaudited) 

Three Months Ended

September 30, 2026

Reconciliation of net income to Adjusted EBITDA:

Net income

$

472

Depreciation, amortization and accretion

280

Interest expense, net

197

Non-cash unit-based compensation expense

7

Loss on disposal of assets and impairment charges

10

Loss on extinguishment of debt

1

Unrealized gains on commodity derivatives

(57

)

Inventory valuation adjustments

(19

)

Equity in earnings of unconsolidated affiliates

(31

)

Adjusted EBITDA related to unconsolidated affiliates

56

Income tax expense

133

Adjusted EBITDA ⁽¹⁾

1,049

Transaction-related expenses ⁽³⁾

11

Adjusted EBITDA ⁽¹⁾, excluding transaction-related expenses

$

1,060

Adjusted EBITDA ⁽¹⁾

$

1,049

Adjusted EBITDA related to unconsolidated affiliates

(56

)

Distributable cash flow from unconsolidated affiliates

53

Sunoco Series A Preferred Unit Holders' Distributions

(29

)

Cash interest expense

(189

)

Income tax expense, current

(138

)

Maintenance capital expenditures ⁽²⁾

(113

)

Distributable Cash Flow (consolidated)

577

Distributable Cash Flow from Sunoco LP

(577

)

Distributions from Sunoco LP

52

Distributable Cash Flow attributable to the common unitholders of SunocoCorp

$

52

Distributions to common unitholders

$

52

Common units outstanding - end of period

51.5

⁽¹⁾

Adjusted EBITDA is defined as net income before net interest expense, income tax expense, depreciation, amortization and accretion expense, non-cash compensation expense, gains and losses on disposal of assets, non-cash impairment charges, losses on extinguishment of debt, unrealized gains and losses on commodity derivatives, inventory valuation adjustments, certain foreign currency transaction gains and losses and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations. We define Distributable Cash Flow as Adjusted EBITDA less preferred unit distributions, 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. On a consolidated basis, Distributable Cash Flow includes 100% of the Distributable Cash Flow of Sunoco LP; however, given the existence of noncontrolling interests in Sunoco LP, the Distributable Cash Flow generated by Sunoco LP is not available in its entirety to be distributed to SunocoCorp’s unitholders. In order to reflect the cash flows available for distribution to SunocoCorp’s unitholders, we have reported for SunocoCorp Distributable Cash Flow attributable to its common unitholders, which reflects distributions to be received by SunocoCorp from Sunoco LP.

We believe Adjusted EBITDA and Distributable Cash Flow are useful to SunocoCorp's investors in evaluating its 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.

Adjusted EBITDA and Distributable Cash Flow are not recognized terms under GAAP and do not purport to be alternatives to net income as measures of operating performance or to cash flows from operating activities as a measure of liquidity. 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 senior notes;
• although depreciation, amortization and accretion are non-cash charges, the assets being depreciated, amortized and accreted 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 may not be comparable to similarly titled measures of other companies.

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

⁽²⁾

For the three months ended September 30, 2026, excludes $4 million for our proportionate share of maintenance capital expenditures related to our investments in ET-S Permian and J.C. Nolan, as these amounts are included in “Distributable cash flow from unconsolidated affiliates.” 

⁽³⁾

For the three months ended September 30, 2026, SUN incurred $11 million of transaction-related expenses.