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Greetings and welcome to the Sunoco LP's Second Quarter 2024 Earnings Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions]. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Scott Grischow, Senior Vice President, Finance and Treasurer. Thank you, Scott. You may begin.

Thank you and good morning, everyone. On the call with me this morning are Joe Kim, Sunoco LP's President and Chief Executive Officer, Karl Fails, Chief Operating Officer, Dylan Bramhall, Chief Financial Officer, Austin Harkness, Chief Commercial Officer, and other members of the management team. Today's call will contain forward-looking statements that include expectations and assumptions regarding the partnership's future operations and financial performance. Actual results could differ materially, and the partnership undertakes no obligation to update these statements based on subsequent events. Please refer to earnings release as well as our filings with the SEC for a list of these factors. During today's call, we will also discuss their non-GAAP financial measures, including adjusted EBITDA and distributable cash flow as adjusted. Please refer to the Sunoco LP website for reconciliation of each financial measure. It has been another busy quarter for the partnership, and I'd like to begin my remarks by providing a brief recap. First, on April 16th, we completed the divestiture of 204 convenience stores across West Texas, New Mexico, and Oklahoma to 7-11 for approximately $1 billion. Next, on May 3rd, we closed the $7.3 billion acquisition of NuStar Energy. We also completed several important financing activities related to the NuStar acquisition in the second quarter. On April 30th, we issued $1.5 billion in senior unsecured notes and used the proceeds to repay NuStar's credit and receivable financing facilities, and fully redeemed NuStar's preferred equity and subordinated notes. The reduction in interest expense from this refinancing activity will generate approximately $60 million in cash flow annually. Before I turn to second quarter 2024 operational and financial results, I'd like to take a moment to discuss the changes in segment reporting we published in this quarter's earnings release. As we continue to grow and diversify our portfolio of stable income streams, it was now appropriate to modify the way we report our financial and operational results to give our stakeholders better clarity on the performance of the business. To that end, we will now report three segments, field distribution, pipeline systems, and terminals. As a reminder, the partnership previously reported two segments, field distribution and marketing and all other. The operations within those prior reportable segments have now been reallocated among the three new reportable segments, and prior periods have been adjusted accordingly to reflect the new segment presentation. In addition, certain operations within NuStar's prior standalone reporting have been reallocated based on the post-acquisition internal reporting and management structure. Therefore, segment operating results are not comparable to those previously reported by NuStar in its standalone pre-acquisition financial statements due to the reallocation of operations between the segments. In this quarter and moving forward, our field distribution segment will include the sale of fuel to third-party customers. This segment will also include lease income, as well as income from our remaining retail operations in Hawaii and along the New Jersey Turnpike, and other field distribution-related services, such as credit card processing and franchise royalties. Our pipeline system segment will include the operations of our refined product, crude oil, and ammonia pipelines, as well as other assets that are operated and managed on an integrated basis with our pipeline systems, including certain terminal and storage assets. Finally, our terminal segment will include our storage facilities that provide storage, handling, and other services on a fee basis for refined products, crude oil, specialty chemicals, renewable fuels, and other liquids. This segment will also include the operations of our four transmix processing facilities. Terminals that are integrated within the operations of the pipeline system segment are not included in this segment. Karl will discuss the results for each of the segments later in the call, but I will first discuss the consolidated results for the partnership. As a reminder, our second-quarter results include approximately two months of NuStar operations, given the May 3, close date. Sunoco delivered a record second quarter, adjusted EBITDA of $400 million, excluding approximately $80 million of one-time transaction expenses. Total expenses in the second quarter were $285 million, which includes the $80 million in transaction expenses I just referenced. Roughly three-quarters of the transaction expenses this quarter were related to NuStar's severance payments, and we expect total transaction expenses will be approximately $100 million, the vast majority of which will be spent in 2024. In the second quarter, we spent $52 million on growth capital and $26 million on maintenance capital. We expect to spend at least $300 million of growth capital in 2024 and approximately $120 million in maintenance capital. Second quarter, distributable cash flow as adjusted was $295 million, yielding a current quarter coverage ratio of 1.9 times and a trailing 12-month ratio of 1.8 times. On July 25th, we declared an $87.56 per unit distribution, unchanged from last quarter. Our liquidity position and balance sheet remained strong. At the end of the second quarter, we had approximately $1.4 billion of liquidity remaining on our $1.5 billion revolving credit facility. Following the completion of the refinancing activity I mentioned earlier, we now have a balanced debt maturity profile and a fully unsecured capital structure. Leverage at the end of the quarter was 4.1 times, positioning us to deliver on our commitment to a long-term leverage target of 4 times. I'd now like to spend a few moments discussing the recent announcements we made following the end of the second quarter. First, on July 16th, we announced the formation of a joint venture with Energy Transfer, combining our respective crude oil and produced water gathering assets in the Permian Basin. The joint venture will operate more than 5,000 miles of crude oil and water gathering pipelines with crude oil storage capacity in excess of 11 million barrels. Energy Transfer will serve as the operator of the joint venture and hold a 67.5% interest, with Sunoco holding a 32.5% interest. The formation of the joint venture has an effective date of July 1st, 2024, and is expected to be immediately accretive to our unit holders. Next, on June 28th, we signed a definitive agreement to acquire a refined product terminal in Portland, Maine. This strategically located terminal provides refined product supply and logistics services to East Coast demand markets and will allow Sunoco to further expand its fuel distribution business in the region. Similar to our previous terminal acquisitions, we expect a mid-single-digit synergized EBITDA multiple on this investment and to be immediately accretive to our unit holders. We expect the acquisition will close in the third quarter. We remain confident in the strength of the legacy Sunoco business and the contribution from the NuStar acquisition, and I'd like to take a moment to review the key elements of our 2024 business outlook we provided in June. First, we continue to expect 2024 adjusted EBITDA to be in a range of $1.46 billion to $1.52 billion. This guidance range excludes transaction expenses and synergies. Second, we increased our synergy expectations from the NuStar acquisition and now expect to achieve approximately $200 million in commercial and expense synergies annually, an increase from our initial estimate of $150 million. Expense synergies will account for over $100 million of this total amount. We expect to achieve approximately $50 million of synergies in 2024, $125 million in 2025, and the full $200 million run rate in 2026. I'd like to conclude my remarks by stating that our financial position continues to be stronger than at any time in Sunoco LP's history, which we believe will provide us with the continued flexibility to balance pursuing high return growth opportunities, maintaining a healthy balance sheet, and targeting a secure and growing distribution for our unit holders. With that, I'll now turn it over to Karl to walk through some additional thoughts on our second quarter performance.

Thanks, Scott. Good morning, everyone. As Scott just walked through, our teams have been very busy this quarter, and the operational and financial results highlight the strength of our business and the benefits that come from the new additions to our portfolio. Scott also provided some definitions for the three segments we will be using to report going forward. Let me walk through our results in each of those segments and provide some perspective on each business line, starting with our fuel distribution segment. Volumes remain strong in the second quarter. We distributed 2.2 billion gallons up 4% versus last quarter and up 5% versus the second quarter of last year. Our volume growth continues to outpace industry trends as a result of our investments and profit optimization strategies. Reported margin for the quarter was $11.8 per gallon compared to $0.11 per gallon last quarter and $11.9 per gallon for the second quarter of 2023. Adjusted EBITDA for the segment was $246 million, excluding $1 million of transaction expenses. This was an 8% increase over the second quarter of last year. There are two notable changes that impacted our segment fuel profit and CPG in the second quarter and will be relevant going forward. First is the divestiture of the West Texas retail assets to 7-Eleven. Since the margin on those gallons was above our average, removing them reduces our reported CPG following the sale. The second impact relates to our introduction of additional segments this quarter. In the past, the profit generated by processing transmix in our facilities was included in our reported fuel CPG. Beginning this quarter, those profit dollars are included in our terminal segment. The combined impact of these two factors means that on an apples-to-apples basis, our reported CPG will be lower by 80 basis points to 120 basis points this quarter and going forward. This is simply a mixed impact and does not change our strategy or our view of the business. Even with these impacts, our fuel profit performance this quarter was very strong. In addition to continued higher break-even margins, there were various market tailwinds throughout the quarter that we were able to take advantage of, including improved blend margins and falling gasoline and diesel prices as opposed to rising prices in the first quarter. While market conditions can result in some quarter-to-quarter variation, we expect that our fuel profit optimization strategies, coupled with our growth plans, will continue to lead to increasing fuel profit over the long run. In our pipeline system segment, we reported nearly 1.3 million barrels per day of throughput. Segment adjusted EBITDA for the second quarter was $111 million, excluding $58 million of transaction expenses. Given our change in reporting segments and the fact that the majority of the assets in this segment came as part of the recent NuStar acquisition, there will not be comparisons to prior quarters or previous year until we cycle through the upcoming quarters. With only a couple of months of ownership, the segment performed in line with our expectations relative to our pre-acquisition analysis. As we look forward, we expect some impacts in the third quarter from planned refinery turnarounds on our system and revenue of a few MVC contracts that we won't recognize until the fourth quarter. Overall, as we look across a full-year period, we like the stability of the business. In our terminal segment, we reported over 600,000 barrels per day of throughput and segment adjusted EBITDA of $43 million, excluding $21 million of transaction expenses. Both our legacy Sunoco and our legacy NuStar systems performed well with our throughputs and storage revenues in line with expectations. We also received the benefit of a full quarter of volumes and storage revenues from our acquisition of the

Thanks, Karl. Good morning, everyone. We're halfway through 2024, and as expected, our business continues to perform very well. Scott and Karl have discussed the key details related to the second quarter results. Let me provide some additional perspectives about our business as a whole. Starting with our fuel distribution segment, year-to-date, we had record volumes, while margins continue to remain strong, especially in the second quarter. But most importantly, our fuel profit continues to grow. We have done this while always controlling expenses. Our performance in this segment has been a key driver of two consecutive record EBITDA quarters. Keep in mind, this has been accomplished even with the West Texas divestiture. Looking forward, we're confident that our strong performance will continue. Breakeven margins remain high, and we expect them to remain high in the future. At the same time, commodity volatility continues to provide fuel profit optimization opportunities. And finally, our growth capital continues to deliver expected results. As for our terminal segment, in less than five years, we've grown EBITDA in this segment by over 500%. This growth has come from two areas. First, by acquiring quality assets at reasonable valuations. This includes both single and multi-asset portfolios, as well as larger opportunities like NuStar. Second, we optimize the utilization of these assets, synergizing down to very attractive valuations. Our team has done an outstanding job of delivering on synergies by being the low-cost operator and executing on commercial opportunities. We expect our growth in this segment to continue. As for our pipeline system segment, the NuStar assets are a great addition. We will employ the same proven principles that have been used in the terminal segment to maximize their contribution value. The premium JV with energy transfer is a good initial example. It provides further stability and additional growth opportunities above the standalone case. Let me wrap up. When we announced the NuStar deal in January, I was confident that we will deliver on the economics. And with our integration efforts to date, I'm even more confident that we will deliver double-digit accretion while maintaining a strong balance sheet. We still have additional integration efforts to complete, but we are approaching business as usual. Bottom line, our business model remains strong and continues to deliver on growth, and we expect this to continue. Operator, that concludes our prepared remarks. You may open the line for questions.

Thank you. We'll now be conducting a question-and-answer session. [Operator Instructions]. Thank you. Our first question is from Theresa Chen with Barclays. Please proceed with your question.

Good morning, and thank you for taking my question. Maybe first on the synergies, can we get some more color on the project and execution and synergy outlook on the refined product side? And on the crude side, in terms of your JV with ET, how would it mechanically work to kind of balance the downstream interest of ET across their long-haul pipelines to Netherlands as well as your asset in Corpus Christi?

Yeah, Theresa, thanks for the question. This is Karl. I think I'll start with the crude side of the business. As I shared in my prepared remarks, we're really excited about the JV and the Permian with ET. And I think the press release that we put out on that joint venture was pretty clear on the assets that were included in that. And it's really the gathering on both the crude and the water side. And then ET and others obviously have long-haul pipes leaving the Permian to various destinations. So I think what the JV provides is the combination of those two gathering systems now provide more flexibility for all customers to really access multiple exit points. And the commercial team can really work with customers to provide the best value for both us in the JV and their opportunities. So there are, you know, we have a terminal in North Beach and some pipes in South Texas, that South Texas, that South Texas crude system, we think there's some opportunities there that we're still looking at. And I'll let, you know, I'll let ET talk about their crude system and what opportunities they think they're going to have on the rest of their system. As far as the other synergies, whether it's from the refined product space, you know, I've talked about in the past the areas that we're excited about, the vertical integration between the fuel distribution business and the midstream business. So the same geographies that I've hit on the past, whether it's the Midwest or the West Coast, I think we probably haven't talked enough about South Texas itself, where, if you remember, we built our terminal in Brownsville and stood up a nice export business into Northern Mexico, where we were selling product on the U.S. side and folks were exporting. Well, now we have a much bigger platform and more assets where we can grow that business and secure the utilization of the midstream assets that we have. Another area that we probably haven't talked about as much is, you know, NuStar had a marine fuel distribution business. It was kind of small, but we think that fits perfectly into our strategy of being able to sell fuel to customers and utilize our midstream assets to distribute that fuel. So we think there's value creation in that marine fuel business as well.

Thank you. And maybe turning to a different region, you know, within the active pace of M&A that you have for years now, you've built out a pretty comprehensive terminally network across the Atlantic Basin, whether it be domestically, patron or internationally, and with the Portland asset most recently. So my question is, how does this position fund versus other large scale, refined product marketers that compete across the Atlantic Basin? And are you close to being done in this, terminal roll up within this region? Or do you see other low hanging fruit out there that would fit well within your portfolio? I would love to get your view here.

Hey, Theresa, this is Joe. Simply put, are we done? No, we're not done. We think there's still ample opportunities. And, you know, as far as I think we've been the biggest player on doing roll ups in the terminal space, especially on the refined products. And I don't see those opportunities diminishing. I think we're actually, I wouldn't say in even a better position than we were even a year ago or two years ago, because as we add to our network and we add our capabilities, especially on the fuel distribution side, we have a bigger platform and we have more synergy opportunities. The way that we look at it is pretty simple. You know, whenever we look for acquisitions, we're looking for a few things. Stable income. We're looking for growth opportunities. We're looking for the ability for Sun to bring synergy to the table. And finally, good valuations. And the market has yielded some very attractive valuations for us. And we've been able to synergize that down to the missed single digit multiples. And we see that continuing.

And just the competitive dynamic across the Atlantic basin, please?

Yeah, I think the value that Joe talks about really comes from the combination of our fuel distribution and the terminaling assets. So the criteria that Joe used on the midstream side, we want assets that are well-contracted. So you look at the Europe deal that we just did, right? If you look at it on a standalone midstream basis, it's strong, they're well-contracted, utilization's high, high quality customers. And so that's like a strong foundation. And then our commercial team, particularly on the refined products supply team, it provides option value, right? As they integrate that with the waterborne supply that's coming into the East Coast. When we did the deal, we fully expected that there were probably some opportunities commercially that we didn't even anticipate that we were going to be able to find as we looked at that. So Joe talked about the criteria. If there are additional assets in Europe where we can meet those same criteria and there are additional supply points that come in that could either impact primarily our East Coast business, we're going to look at that. As far as the competitive landscape, we sell a commodity, right? So it's a pretty competitive market. There are a lot of participants in that market. But we like our position and we think the vertical integration definitely gives us advantage.

Thank you all very much.

Thank you. Our next question is from Spiro Dounis with Citi. Please proceed with your question.

Thanks, operator. Good morning, team. I wanted to go back to the joint venture with Energy Transfer. Joe, you've mentioned in your prepared remarks that this is potentially going to provide some additional growth opportunities. And so, you know, I know it's early days, but just curious if you've been able to get in there and start to identify any potential growth projects available to you now under the new structure.

Yeah, yes is the short answer, Spiro, as we've worked with Energy Transfer's commercial team. And as we mentioned, they're going to be the operator. Yes, when we did the valuation and the negotiations of the joint venture, we had very concrete ideas, some requiring capital, some not requiring capital. And then we have structures that even additional ideas that come down the road, you know, we're both going to participate in. So, I don't know that there's a lot of specifics that I'd share other than there are concrete things on the table that are already in execution.

Got it. Got it. We'll wait to hear more about that then. Second question is a bit of a macro question. You know, recession has entered the discussion in the last few days. I don't think that's going to surprise anybody at this point based on some of the volatility. But just curious, can you just remind us, as we think about Sun and how you've performed historically during any sort of downturns, maybe just walk us through kind of what the typical playbook is there?

Yes, Spiro, this is Austin. In terms of, you know, I think the second quarter is a good example. As we've shared in the past, we really optimize around fuel profit versus solving for volume or CPG margin independently, right? And every quarter is going to be different and some favor optimizing fuel profit by optimizing volume at the expense of CPG or vice versa. Or in the case of the second quarter, it allows us to sort of optimize both. And as Karl mentioned, I think Q2 benefited from the continued backdrop of elevated breakevens, which we continue to see sustained, which creates a constructive margin environment to operate in. But it's never one thing or one variable that's going to drive our results. And so, that's on the margin side of things. On the volume side, we think there's a couple of things at play here. From Sun's standpoint, our business has proven resilient and we're confident that we can perform across a range of scenarios. Our base case assumption is that the rest of the year, from a macro fuel demand standpoint, it's going to look similar to the first half of this year as well as much of last year. But if our assumptions are optimistic, meaning, there's demand destruction in the market, I think history has shown that that will elevate breakevens and create a further constructive margin environment to operate in. On the flip side, if demand exceeds our base case, I think our business, our portfolio, our commercial teams are well positioned to execute in that environment as well. So while we don't have a crystal ball on volume or margin, I think, history has proven that volatility can be constructive to our ability to optimize fuel profit, recognizing there's going to be quarter-to-quarter volatility going forward.

Spiro, just to add on to what Austin said, Austin talked about our fuel distribution business. I think our record kind of speaks for itself that we've been able to navigate and thrive in various macro environments. But just as importantly, the NuStar acquisition was big for us. We have diversified our portfolio where the pipeline systems and terminal systems are a huge addition to our overall portfolio. If you look at the assets that we acquired, the vast majority of the income is take or pay contracts or a term that NuStar used, which I think is very appropriate, which is structurally exclusive, meaning that the refinery is connected to it. They have one source in and out, and that's us. So we liked, and then on top of that, I guess some of the rates are FERC regulated. So in an inflationary period, we have the ability to absorb some of the inflation into our rates on a going forward basis. So if you add all that up and you add the fact that in a volatile macro environment, I think we've proven our ability to control expenses. So if we're in an inflationary or recessionary period, obviously it's problematic for the U.S. and for the global basis, but I think it also provides an opportunity for Sun to distinguish itself in these volatile environments.

Perfect. I'll leave it there for today. Thank you, gentlemen.

[Operator Instructions]. Our next question is from Ned Baramov with Wells Fargo. Please proceed with your question.

Hey, good morning. Thanks for taking the questions. Another one on the NuStar assets, which are now part of the JV with Energy Transfer. Could you maybe talk about the credit ratings of producers you serve, and also whether you're on the hook for Well Connect CapEx, and if yes, is this part of your maintenance or growth CapEx guidance?

So I'll take the last part on capital. Yes, our capital contribution to the joint venture is included in our guidance for the year. As far as details on the credit ratings of customers, I think I'd probably refer you to disclosures that Energy Transfers made in the past and or NuStar made in the past. I mean, the producer portfolio hasn't changed just because we entered into the JV. And I think the strength of the JV and of both companies is we should be able to provide services to very well-capitalized and high-credit customers, as well as some smaller ones that we should be able to create more value because of that.

Hey, Ned, this is Joe. Let me add kind of more on a holistic basis. If you look at all as far as on the addition of NuStar, we got two credit upgrades by two of the agencies. And if you look at just the profile of the credit risk we have, we're in a better position. And then you look at the addition of ET's customer base, net-net, any way you look at it, I think the conclusion is pretty simple, is that on a credit profile basis, we're in a better position because of NuStar, and we're in an equally or better position because of the JV with energy transfer.

Understood. Thank you. And then you reaffirmed your synergy target for 2024 of $50 million. Could you maybe talk about how much of that was realized in the second quarter?

Yeah, Ned, almost all the synergy that we'll capture this year is really on the expense front. I mean, clearly, we started on some of the commercial activities, but those will bear more fruit in 2025 and 2026. You saw the high transaction expense number that we reported in the second quarter. A lot of that is related to severance or other payments that enable us to capture synergies. So, I'm not going to be able to provide a number, but we're well on our way on hitting that $50 million. We will ramp up through the year, just as the nature of the activities is kind of once you get the expense and you can get it on an ongoing basis, but we've already made a really good start.

Thank you. That's all I had.

Thank you. Our next question is from Robert Mosca with Mizuho Securities. Please proceed with your question.

Hi. Good morning, everyone. Maybe turning to pipeline systems, one of your peers recently announced a pretty sizable defined products pipeline project and wondering if you're seeing any opportunities in that segment that perhaps weren't available for the legacy NuStart business last year.

Yeah, I think what I'd say on our growth opportunities in the pipeline systems as it relates to whether it's M&A activity or whether it is organic growth, Joe already talked about the criteria that we use. He gave the answer through the M&A lens, but frankly, we use a similar approach as we look at organic growth capital projects. Do they provide synergies? What is the return on the project? Do they provide stable cash flow? Does it enable additional growth? So, a lot of this stuff as we look at it is a build versus buy. So the short answer to your question is by having a bigger platform and having the balance sheet that we bring to it, yes, there are more opportunities today for Sun versus before the NuStar acquisition, and there are more opportunities for the NuStar assets than there were before the transaction as well. But as we look at that growth capital, I think we're going to maintain the same focus that we've had, which is higher return synergies between our fuel distribution and our midstream operation. We're generally going to favor projects that have shorter timeframes between when we spend capital and when we start getting EBITDA. So there's a bigger platform for us to invest in, but we're going to stick to the kind of formula that has brought us success over the last few years.

No, great. Appreciate it, Karl. And Joe, I think you referenced the credit rating upgrades. I'm wondering if becoming an investment-grade entity is part of a more formal capital allocation outlook for you guys. Is that something you're explicitly targeting now?

Yeah, Rob, this is Scott. And you laid it out well. The choice to go to investment-grade at its heart isn't a capital allocation decision. And for us, the capital allocation policy really revolves around creating value for all of our stakeholders. So whether it's protecting our balance sheets, providing a secure and growing distribution, or reinvesting in the business through some of the growth and M&A projects, those are really the fundamental decisions and things we evaluate when it comes to capital allocation. So if moving to investment-grade would create additional value for all of our stakeholders, it's something we would pursue. But at this point in time, we see reinvesting in the business, returning capital to our unit holders, and achieving our long-term leverage target of 4 times is the primary objective.

Got it. Thanks, Scott. And appreciate the time, everyone.

Thank you. There are no further questions at this time. I'd like to hand the floor back to Scott Grischow for any closing comments.

Well, thanks, everyone, for joining us on the call this morning. As always, if you have any follow-up questions, feel free to reach out. Have a great day.