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UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma combined financial information of Sunoco LP (“Sunoco” or the “Partnership”) reflects the pro forma impacts of multiple transactions, each of which is described in the following sections. The NuStar Acquisition and West Texas Asset Sale (both defined below) were completed in the second quarter of 2024 and the Parkland Acquisition (defined below) closed on October 31, 2025 (collectively, the “Transactions”). Unless otherwise noted, the pro forma financials and the notes thereto are presented in United States Dollar, or $, references herein to which represent the lawful currency of the United States. References herein to Canadian Dollar or C$ represent the lawful currency of Canada.
Parkland Acquisition. On October 31, 2025, Sunoco completed the previously announced acquisition of Parkland (“Parkland Acquisition”) whereby the Partnership acquired all the outstanding shares of Parkland Corporation (“Parkland”), in exchange for units representing limited liability company interests in SunocoCorp LLC (“SunocoCorp”) units that were contributed by SunocoCorp to the Partnership at the close of the Parkland Acquisition. Under the terms of the agreement, Parkland shareholders received 0.295 SunocoCorp units and C$19.80 for each Parkland share. Parkland shareholders could elect, in the alternative, to receive C$44.00 per Parkland share in cash or 0.536 SunocoCorp units for each Parkland share, subject to proration to ensure that the aggregate consideration payable in connection with the transaction would not exceed C$19.80 in cash per Parkland share outstanding as of immediately before close and 0.295 SunocoCorp units per Parkland share outstanding as of immediately before close. In connection with the closing of the Parkland Acquisition, Sunoco paid approximately $2.60 billion to Parkland’s shareholders and transferred 51,517,198 SunocoCorp units, which Sunoco had received from SunocoCorp in exchange for the issuance of 51,517,198 Class D units representing limited partner interest in the Partnership (“Class D Units”) to SunocoCorp.
Parkland is a leading international fuel distributor, marketer and convenience retailer with operations in 26 countries across the Americas. Parkland’s functional currency is the Canadian Dollar, and its consolidated structure includes subsidiaries with multiple other functional currencies.
As part of the transaction, the Partnership repurposed and renamed an existing subsidiary as SunocoCorp. Prior to the Parkland Acquisition, SunocoCorp did not have any significant assets, liabilities or operations; in connection with the Parkland Acquisition, the Partnership deconsolidated SunocoCorp and SunocoCorp became a publicly traded entity classified as a corporation for U.S. federal income tax purposes. SunocoCorp units began trading on the NYSE effective November 6, 2025. Subsequent to the Parkland Acquisition, SunocoCorp holds Class D Units that are generally economically equivalent to Sunoco’s publicly traded common units representing limited partner interests in the Partnership (“Sunoco common units”) on the basis of one Sunoco common unit for each outstanding SunocoCorp unit. For a period of two years following closing of the transaction, Sunoco will ensure that SunocoCorp unitholders receive distributions on a per unit basis that are equivalent to the per unit distributions to Sunoco unitholders.
The acquisition was recorded using the acquisition method of accounting which requires, among other things, that assets and liabilities assumed be recognized on the balance sheet at their estimated fair values as of the date of acquisition, with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Management, with the assistance of a third-party valuation specialist, determined the fair value of assets and liabilities as of the date of the acquisition. Determining the fair value involves the use of management's judgment as well as the use of significant estimates and assumptions.
NuStar Acquisition. On May 3, 2024, Sunoco completed the acquisition of 100% of the common units representing limited partner interests in NuStar Energy L.P. (“NuStar Acquisition”). Under the terms of the agreement, NuStar Energy L.P. (“NuStar”) common unitholders received 0.400 Sunoco common units for each NuStar common unit. In connection with the acquisition, Sunoco issued approximately 51.5 million common units, which had a fair value of approximately $2.85 billion, assumed debt totaling approximately $3.5 billion, including approximately $56 million of lease related financing obligations, and assumed preferred units with a fair value of approximately $800 million. The assets acquired in the NuStar Acquisition included approximately 9,500 miles of pipeline and 63 terminal and storage facilities that store and distribute crude oil, refined products, renewable fuels, ammonia, and specialty liquids.
West Texas Asset Sale. On April 16, 2024, Sunoco completed the sale of 204 convenience stores located in West Texas, New Mexico, and Oklahoma to 7-Eleven, Inc. (“West Texas Asset Sale”) for approximately $1.0 billion, including customary adjustments for fuel and merchandise inventory. As part of the sale, Sunoco also amended its existing take-or-pay fuel supply agreement with 7-Eleven, Inc. to incorporate additional fuel gross profit. Upon the completion of the sale, the Partnership recorded a $586 million gain ($442 million, net of current tax expense of $179 million and deferred tax benefit of $35 million).
The unaudited pro forma combined financial information does not reflect the pro forma impacts of Sunoco’s completed acquisition of liquid fuel terminals in Amsterdam, Netherlands and Bantry Bay, Ireland, because such pro forma impacts are not significant to Sunoco’s historical financial statements or to the pro forma combined financial statements included herein.
The unaudited pro forma condensed combined balance sheet assumes that the Parkland Acquisition was consummated on September 30, 2025. The unaudited pro forma condensed combined statements of operations assume that the Transactions were consummated on January 1, 2024. The unaudited pro forma condensed combined financial statements should be read in conjunction with (i) Sunoco’s Annual Report on Form 10-K for the year ended December 31, 2024, (ii) Sunoco’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, (iii) NuStar’s Quarterly Report on Form 10-Q for the period ended March 31, 2024, (iv) Parkland’s consolidated financial statements for the year ended December 31, 2024, and (v) Parkland’s interim condensed consolidated financial statements (unaudited) for the nine months ended September 30, 2025.
The unaudited pro forma combined financial statements have been prepared in accordance with Article 11 of Regulation S-X, as amended by Release No. 33-10786. The pro forma adjustments included herein include those adjustments that reflect the accounting for the respective Transactions in accordance with U.S. GAAP (“transaction accounting adjustments”). Adjustments to reflect synergies and/or dis-synergies related to the respective Transactions (“management adjustments”), which are elective pro forma adjustments under Release No. 33-10786, have not been reflected herein.
The unaudited pro forma combined financial statements are for illustrative purposes only and are not necessarily indicative of the financial results that would have occurred if the Transactions had been consummated on the dates indicated, nor is it necessarily indicative of the financial position or
results of operations in the future. The pro forma adjustments, as described in the accompanying notes, are based upon available information and certain assumptions that are believed to be reasonable as of the date of this document. The unaudited pro forma combined financial information includes certain non-recurring transaction-related adjustments, as discussed in the accompanying notes.
The unaudited pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances. The unaudited pro forma combined financial information is presented for informational purposes only, and is not intended to be a projection of future results. All pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma combined financial information.
SUNOCO LP
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
September 30, 2025
(in millions of USD)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Sunoco Historical | | Parkland Historical, as Adjusted USD (1) | | Parkland Acquisition Transaction Accounting Adjustments | | | | Sunoco Pro Forma for Parkland Acquisition |
| ASSETS | | | | | | | | | |
| Current assets: | | | | | | | | | |
| Cash and cash equivalents | $ | 3,239 | | | $ | 292 | | | $ | (2,468) | | g | | | $ | 1,063 | |
| Accounts receivable, net | 1,319 | | | 1,135 | | | 18 | | | | | 2,472 | |
| Inventories, net | 1,143 | | | 1,221 | | | (1) | | g | | | 2,363 | |
| Other current assets | 112 | | | 141 | | | — | | | | | 253 | |
| Assets held for sale | — | | | 60 | | | (60) | | | | | — | |
| Total current assets | 5,813 | | | 2,849 | | | (2,511) | | | | | 6,151 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Property, plant and equipment, net | 7,715 | | | 3,918 | | | 1,774 | | g, m | | | 13,407 | |
| Other assets: | | | | | | | | | |
| Operating lease right-of-use assets, net | 560 | | | — | | | 698 | | m | | | 1,258 | |
| Goodwill | 1,477 | | | 1,771 | | | (170) | | g, m | | | 3,078 | |
| Intangible assets, net | 526 | | | 756 | | | 938 | | g, m | | | 2,220 | |
| Other non-current assets | 476 | | | 476 | | | (70) | | g | | | 882 | |
| Investments in unconsolidated affiliates | 1,278 | | | 242 | | | 100 | | g | | | 1,620 | |
| Total assets | $ | 17,845 | | | $ | 10,012 | | | $ | 759 | | | | | $ | 28,616 | |
| | | | | | | | | |
| LIABILITIES AND EQUITY | | | | | | | | | |
| Current liabilities: | | | | | | | | | |
| Accounts payable | $ | 1,106 | | | $ | 1,983 | | | $ | (374) | | l, m | | | $ | 2,715 | |
| Accounts payable to affiliates | 205 | | | — | | | — | | | | | 205 | |
| Accrued expenses and other current liabilities | 522 | | | 242 | | | 366 | | h, m | | | 1,130 | |
| Operating lease current liabilities | 32 | | | — | | | 174 | | m | | | 206 | |
| Current maturities of long-term debt | 2 | | | 609 | | | (174) | | m | | | 437 | |
| Liabilities associated with assets held for sale | — | | | 11 | | | (11) | | | | | — | |
| Total current liabilities | 1,867 | | | 2,845 | | | (19) | | | | | 4,693 | |
| | | | | | | | | |
| Operating lease non-current liabilities | 563 | | | — | | | 588 | | m | | | 1,151 | |
| Long-term debt, net | 9,476 | | | 4,003 | | | (588) | | g, m | | | 12,891 | |
| Advances from affiliates | 78 | | | — | | | — | | | | | 78 | |
| Deferred tax liabilities | 170 | | | 254 | | | 765 | | g | | | 1,189 | |
| Other non-current liabilities | 150 | | | 563 | | | (187) | | g | | | 526 | |
| Total liabilities | 12,304 | | | 7,665 | | | 559 | | | | | 20,528 | |
| | | | | | | | | |
| Commitments and contingencies | | | | | | | | | |
| | | | | | | | | |
| Equity: | | | | | | | | | |
| Limited partners: | | | | | | | | | |
| Common unitholders | 4,066 | | | 2,371 | | | (2,371) | | g | | | 4,066 | |
| Preferred unitholders | 1,477 | | | — | | | — | | | | | 1,477 | |
| Class D unitholders | — | | | — | | | 2,547 | | g | | | 2,547 | |
| Accumulated other comprehensive income (loss) | (2) | | | (24) | | | 24 | | | | | (2) | |
| Total equity | 5,541 | | | 2,347 | | | 200 | | | | | 8,088 | |
| Total liabilities and equity | $ | 17,845 | | | $ | 10,012 | | | $ | 759 | | | | | $ | 28,616 | |
(1) Translated from Canadian Dollar (“CAD”) to United States Dollar (“USD”) using the exchange rate as of September 30, 2025, as well as reclassification of certain amounts to conform to Sunoco’s historical presentation. Please see Note 5 below for additional information.
SUNOCO LP
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2025
(in millions of USD, except units and per unit data)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Sunoco Historical | | Parkland Historical, as Adjusted USD (1) | | Parkland Acquisition Transaction Accounting Adjustments | | | | Sunoco Pro Forma for Parkland Acquisition |
| REVENUES | $ | 16,601 | | | $ | 15,051 | | | $ | (13) | | l | | | $ | 31,639 | |
| COSTS AND EXPENSES: | | | | | | | | | |
| Cost of sales | 14,733 | | | 12,855 | | | 133 | | l, m | | | 27,721 | |
| Operating expenses | 450 | | | 823 | | | (154) | | m | | | 1,119 | |
| General and administrative | 140 | | | 453 | | | (16) | | m | | | 577 | |
| Lease expense | 54 | | | — | | | 171 | | m | | | 225 | |
| Loss on disposal of assets | 4 | | | — | | | — | | | | | 4 | |
| Depreciation, amortization and accretion | 469 | | | 475 | | | 86 | | i, m | | | 1,030 | |
| Total cost of sales and operating expenses | 15,850 | | | 14,606 | | | 220 | | | | | 30,676 | |
| OPERATING INCOME | 751 | | | 445 | | | (233) | | | | | 963 | |
| OTHER INCOME (EXPENSE): | | | | | | | | | |
| Interest expense, net | (375) | | | (182) | | | (43) | | i, m | | | (600) | |
| Equity in earnings of unconsolidated affiliates | 103 | | | 10 | | | — | | | | | 113 | |
| Loss on extinguishment of debt | (31) | | | — | | | — | | | | | (31) | |
| Other, net | (2) | | | 49 | | | — | | | | | 47 | |
| INCOME BEFORE INCOME TAXES | 446 | | | 322 | | | (276) | | | | | 492 | |
| Income tax expense | 16 | | | 62 | | | — | | | | | 78 | |
| NET INCOME | $ | 430 | | | $ | 260 | | | $ | (276) | | | | | $ | 414 | |
| Less: Incentive distribution rights | 122 | | | — | | | 46 | | j | | | 168 | |
| Less: Preferred units | 4 | | | — | | | 85 | | k | | | 89 | |
| Less: Distributions on unvested unit awards | 5 | | | — | | | — | | | | | 5 | |
| Less: Class D unitholder’s interest in net income | — | | | — | | | 42 | | n | | | 42 | |
| NET INCOME ATTRIBUTABLE TO COMMON UNITS | $ | 299 | | | $ | 260 | | | $ | (449) | | | | | $ | 110 | |
| | | | | | | | | |
| NET INCOME PER COMMON UNIT: | | | | | | | | | |
| Basic | $ | 2.19 | | | | | | | | | $ | 0.81 | |
| Diluted | $ | 2.18 | | | | | | | | | $ | 0.80 | |
| | | | | | | | | |
| WEIGHTED AVERAGE COMMON UNITS OUTSTANDING: | | | | | | | | | |
| Common units - basic | 136,436,142 | | | | | — | | | | | 136,436,142 | |
| Dilutive effect of unvested awards | 699,232 | | | | | — | | | | | 699,232 | |
| Common units - diluted | 137,135,374 | | | | | — | | | | | 137,135,374 | |
(1) Reflects translation from CAD to USD using the average exchange rate for the nine month period ended September 30, 2025, as well as reclassification of certain amounts to conform to Sunoco’s historical presentation. Please see Note 5 below for additional information.
SUNOCO LP
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2024
(in millions of USD, except units and per unit data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sunoco Historical | | NuStar Historical (2) | | NuStar Acquisition Transaction Accounting Adjustments | | Sunoco Pro Forma for NuStar Acquisition | | West Texas Asset Sale Transaction Accounting Adjustments | | Sunoco Pro Forma for NuStar Acquisition and West Texas Asset Sale | | Parkland Historical, as Adjusted USD (1) | | Parkland Acquisition Transaction Accounting Adjustments | | | | Sunoco Pro Forma for the Transactions |
| REVENUES | $ | 22,693 | | | $ | 523 | | | $ | (1) | | a | $ | 23,215 | | | $ | (179) | | f | $ | 23,036 | | | $ | 20,672 | | | $ | (12) | | l | | | $ | 43,696 | |
| COSTS AND EXPENSES: | | | | | | | | | | | | | | | | | | | |
| Cost of sales | 20,595 | | | 126 | | | (1) | | a | 20,720 | | | (159) | | f | 20,561 | | | 17,920 | | | 188 | | l, m | | | 38,669 | |
| Operating expenses | 545 | | | 116 | | | — | | | 661 | | | (12) | | f | 649 | | | 1,127 | | | (217) | | m | | | 1,559 | |
| General and administrative | 277 | | | 150 | | | (103) | | b | 324 | | | — | | | 324 | | | 603 | | | 152 | | h, m | | | 1,079 | |
| Lease expense | 72 | | | — | | | — | | | 72 | | | — | | | 72 | | | — | | | 297 | | m | | | 369 | |
| Loss on disposal of assets | 45 | | | — | | | — | | | 45 | | | — | | | 45 | | | — | | | — | | | | | 45 | |
| Depreciation, amortization and accretion | 368 | | | 86 | | | 43 | | c | 497 | | | — | | | 497 | | | 624 | | | 53 | | i, m | | | 1,174 | |
| Total cost and expenses | 21,902 | | | 478 | | | (61) | | | 22,319 | | | (171) | | | 22,148 | | | 20,274 | | | 473 | | | | | 42,895 | |
| OPERATING INCOME | 791 | | | 45 | | | 60 | | | 896 | | | (8) | | | 888 | | | 398 | | | (485) | | | | | 801 | |
| OTHER INCOME (EXPENSE): | | | | | | | | | | | | | | | | | | | |
| Interest expense, net | (391) | | | (83) | | | 9 | | c | (465) | | | (1) | | f | (466) | | | (255) | | | (63) | | i, m | | | (784) | |
| Equity in earnings of unconsolidated affiliates | 60 | | | — | | | — | | | 60 | | | — | | | 60 | | | 6 | | | — | | | | | 66 | |
| Gain on West Texas Asset Sale | 586 | | | — | | | — | | | 586 | | | (586) | | f | — | | | — | | | — | | | | | — | |
| Loss on extinguishment of debt | (2) | | | — | | | — | | | (2) | | | — | | | (2) | | | — | | | — | | | | | (2) | |
| Other, net | 5 | | | 1 | | | — | | | 6 | | | (2) | | f | 4 | | | (57) | | | — | | | | | (53) | |
| INCOME (LOSS) BEFORE INCOME TAX EXPENSE | 1,049 | | | (37) | | | 69 | | | 1,081 | | | (597) | | | 484 | | | 92 | | | (548) | | | | | 28 | |
| Income tax expense | 175 | | | 1 | | | — | | | 176 | | | (144) | | f | 32 | | | — | | | — | | | | | 32 | |
| NET INCOME | 874 | | | (38) | | | 69 | | | 905 | | | (453) | | | 452 | | | 92 | | | (548) | | | | | (4) | |
| Less: Net income attributable to noncontrolling interests | 8 | | | — | | | — | | | 8 | | | — | | | 8 | | | — | | | — | | | | | 8 | |
| Less: Incentive distribution rights | 145 | | | — | | | 14 | | d | 159 | | | — | | | 159 | | | — | | | 56 | | j | | | 215 | |
| Less: Preferred units | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 118 | | k | | | 118 | |
| Less: Distributions on unvested unit awards | 5 | | | — | | | — | | | 5 | | | — | | | 5 | | | — | | | — | | | | | 5 | |
| Less: Class D unitholder’s interest in net income (loss) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (96) | | n | | | (96) | |
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON UNITS | $ | 716 | | | $ | (38) | | | $ | 55 | | | $ | 733 | | | $ | (453) | | | $ | 280 | | | $ | 92 | | | $ | (626) | | | | | $ | (254) | |
| | | | | | | | | | | | | | | | | | | |
| NET INCOME (LOSS) PER COMMON UNIT: | | | | | | | | | | | | | | | | | | | |
| Basic | $ | 6.04 | | | | | | | $ | 5.40 | | | | | $ | 2.06 | | | | | | | | | $ | (1.87) | |
| Diluted | $ | 6.00 | | | | | | | $ | 5.37 | | | | | $ | 2.05 | | | | | | | | | $ | (1.87) | |
| | | | | | | | | | | | | | | | | | | |
| WEIGHTED AVERAGE COMMON UNITS OUTSTANDING: | | | | | | | | | | | | | | | | | | | |
| Common units - basic | 118,529,390 | | | | | 17,181,033 | | e | 135,710,423 | | | | | 135,710,423 | | | | | — | | | | | 135,710,423 | |
| Dilutive effect of unvested awards | 812,648 | | | | | — | | | 812,648 | | | | | 812,648 | | | | | — | | | | | 812,648 | |
| Common units - diluted | 119,342,038 | | | | | 17,181,033 | | | 136,523,071 | | | | | 136,523,071 | | | | | — | | | | | 136,523,071 | |
| | | | | | | | | | | | | | | | | | | |
(1) Reflects translation from CAD to USD using the average exchange rate for the year ended December 31, 2024, as well as reclassification of certain amounts to conform to Sunoco’s historical presentation. Please see Note 5 below for additional information.
(2) NuStar Historical represents amounts from January 1, 2024 to April 30, 2024, the four month period prior to the NuStar Acquisition. The following reconciles amounts previously reported by NuStar for the three months ended March 31, 2024 to amounts reported above as NuStar Historical:
| | | | | | | | | | | | | | | | | |
| NuStar Quarter Ended March 31, 2024 | | NuStar Month Ended April 30, 2024 | | NuStar Historical |
| REVENUES | $ | 391 | | | $ | 132 | | | $ | 523 | |
| COSTS AND EXPENSES: | | | | | |
| Cost of sales | 94 | | | 32 | | | 126 | |
| Other operating | 86 | | | 30 | | | 116 | |
| General and administrative | 42 | | | 108 | | | 150 | |
| | | | | |
| Depreciation, amortization and accretion | 65 | | | 21 | | | 86 | |
| Total cost and expenses | 287 | | | 191 | | | 478 | |
| OPERATING INCOME | 104 | | | (59) | | | 45 | |
| OTHER INCOME (EXPENSE): | | | | | |
| Interest expense, net | (62) | | | (21) | | | (83) | |
| | | | | |
| Other, net | 2 | | | (1) | | | 1 | |
| INCOME (LOSS) BEFORE INCOME TAX EXPENSE | 44 | | | (81) | | | (37) | |
| Income tax expense | 1 | | | — | | | 1 | |
| NET INCOME (LOSS) | $ | 43 | | | $ | (81) | | | $ | (38) | |
| | | | | |
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
1.BASIS OF PRESENTATION
The unaudited pro forma condensed combined balance sheet gives effect to the Parkland Acquisition as if it had occurred on September 30, 2025. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 give effect to the Transactions as if the Transactions had occurred on January 1, 2024.
These unaudited pro forma combined financial statements are presented for illustrative purposes only. The pro forma adjustments are based upon available information and assumptions described below. The unaudited pro forma combined financial statements are not necessarily indicative of what the actual results of operations or financial position of Sunoco would have been if the Transactions had in fact occurred on the dates or for the periods indicated, nor does it purport to project the results of operations or financial position of Sunoco for any future periods or as of any date. The unaudited pro forma combined financial statements do not give effect to any cost savings, operating synergies, and revenue enhancements expected to result from the Transactions or the costs to achieve these cost savings, operating synergies, and revenue enhancements.
The unaudited pro forma combined financial statements include material estimates and assumptions related to purchase price accounting for the Parkland Acquisition, as discussed further below.
The unaudited pro forma combined financial statements should be read in conjunction with the historical consolidated financial statements and related notes of Sunoco, NuStar, and Parkland. The pro forma condensed combined statement of operations for the nine months ended September 30, 2025 and year ended December 31, 2024 include transaction adjustments for certain non-recurring items, including the estimated transaction-related expenses included in Notes 2.b. and 4.h. below.
These unaudited pro forma combined financial statements are presented based on accounting principles generally accepted in the United States of America (“U.S. GAAP”). The historical financial statements of Sunoco and NuStar were prepared in accordance with U.S. GAAP; the historical financial statements of Parkland were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The Partnership has performed a preliminary analysis and has not identified significant differences between IFRS and U.S. GAAP for the purposes of presenting these unaudited pro forma condensed combined financial statements.
2. NUSTAR ACQUISITION TRANSACTION ACCOUNTING ADJUSTMENTS
a.Represents the elimination of intercompany activity between Sunoco and NuStar for the period from January 1, 2024 to April 30, 2024.
b.Represents non-recurring transaction-related expenses, including (i) legal, advisory, and other professional fees, (ii) bridge financing fees, and (iii) cash compensation expenses related to the vesting and payment of NuStar’s time-vesting cash awards and performance cash awards.
c.To record incremental interest and depreciation and amortization expense related to estimated fair values recorded in purchase accounting, based on the estimated fair values recorded in purchase accounting, as summarized in Sunoco’s Form 10-K for the year ended December 31, 2024.
d.To record additional incentive distributions assumed to be paid to Energy Transfer LP (as holder of Sunoco’s incentive distribution rights) based on the total of 51.5 million Sunoco common units issued as consideration and the actual distributions declared by Sunoco in the first quarter of 2024.
e.Represents weighted average of the 51.5 million Sunoco common units issued as consideration.
3. WEST TEXAS ASSET SALE TRANSACTION ACCOUNTING ADJUSTMENTS
f.To eliminate activity related to Sunoco’s West Texas business, as well as Sunoco’s non-recurring gain on the West Texas Asset Sale of $586 million ($442 million, net of current tax expense of $179 million and deferred tax benefit of $35 million) for the year ended December 31, 2024. This transaction was included in the pro forma adjustments based on the significance of the disposed business.
4. PARKLAND ACQUISITION TRANSACTION ACCOUNTING ADJUSTMENTS
g.Represents the adjustment to fair value of Parkland’s assets and liabilities. The Parkland Acquisition will be accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combinations.” Sunoco will be treated as the accounting acquirer. Accordingly, Parkland’s tangible and identifiable intangible assets acquired and liabilities assumed will be recorded at their estimated fair values in the post-closing consolidated balance sheet, and any excess of the purchase price over the estimated fair value of net assets acquired will be classified as goodwill, which will not be amortized but will be evaluated for impairment at least annually.
These pro forma combined financial statements are based on an assumed purchase price allocation using estimates and assumptions based on information currently available to Sunoco’s management. The final allocation of the purchase price could differ materially from the estimates used herein due to several reasons, including, but not limited to, (i) changes in the fair value of the underlying assets and liabilities and (ii) changes in the information available to Sunoco’s management.
The following is a preliminary estimate of the purchase price for Parkland (dollars in millions of USD, except per unit and per share amounts):
| | | | | |
| Parkland Acquisition consideration | |
| Parkland common shares outstanding | 174,634,570 | |
| SunocoCorp units exchange rate | 0.295 | |
| Number of SunocoCorp units assumed to be issued | 51,517,198 | |
Assumed fair value per SunocoCorp unit as of October 31, 2025 (1) | $ | 49.44 | |
| Fair value of SunocoCorp units issued in exchange | $ | 2,547 | |
| |
Cash consideration per Parkland common share (2) | $ | 14.13 | |
| Cash paid in exchange for Parkland common shares | $ | 2,468 | |
| |
| |
| |
| Fair value of Parkland Acquisition consideration, excluding assumed debt | $ | 5,015 | |
(1) The fair value of SunocoCorp units is estimated based on the trading price of Sunoco’s common units as of the same date.
(2) Cash consideration per Parkland common share based on C$19.80 converted at the CAD to USD exchange rate as of October 31, 2025.
The following is the estimated allocation of the Parkland Acquisition purchase price used in these pro forma consolidated financial statements (in millions of USD):
| | | | | |
| Assets acquired: | |
| Cash and cash equivalents | $ | 292 | |
| Accounts receivable, net | 1,153 | |
| Inventories, net | 1,220 | |
| Other current assets | 141 | |
| |
| Property, plant and equipment | 5,692 | |
| Operating lease right-of-use assets, net | 698 | |
| Intangible assets, net | 1,694 | |
| Other non-current assets | 406 | |
| Investments in unconsolidated affiliates | 342 | |
| Total assets acquired | 11,638 | |
| |
| Liabilities assumed: | |
| Accounts payable | 1,609 | |
| Accrued expenses and other current liabilities | 608 | |
| Operating lease current liabilities | 174 | |
| |
| Operating lease non-current liabilities | 588 | |
| Long-term debt, net | 3,850 | |
| Deferred tax liabilities | 1,019 | |
| Other non-current liabilities | 376 | |
| Total liabilities assumed | 8,224 | |
| Total identifiable net assets | 3,414 | |
| |
| Goodwill | 1,601 | |
| |
| Fair value of Parkland Acquisition consideration | $ | 5,015 | |
h.Represents $175 million of non-recurring transaction-related expenses, including (i) legal, advisory, and other professional fees and (ii) compensation expense related to the vesting and payment of Parkland stock compensation awards, which amount is included as a pro forma adjustment in the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and year ended December 31, 2024, based on the pro forma assumption that the Parkland Acquisition was consummated on January 1 2024.
i.To record incremental interest expense of $78 million for the nine months ended September 30, 2025 and $109 million for the year ended December 31, 2024 related to amounts financed in connection with the acquisition, including the full-period impact from $1.7 billion of senior notes issued in September 2025 in advance of the acquisition. Also includes depreciation and amortization expense of $198 million for the nine months ended September 30, 2025 and $264 million for the year ended December 31, 2024 related to estimated fair values of the acquired assets, based on the amounts included in note (g) above.
j.To record additional incentive distributions assumed to be paid to Energy Transfer LP (as holder of Sunoco’s incentive distribution rights) based on the total of 51.5 million Sunoco common units issued to SunocoCorp and the actual distributions declared by Sunoco for the respective periods.
k.To record distribution assumed to be paid to holders of preferred units issued in connection with the Parkland Acquisition.
l.Represents the elimination of intercompany activity between Sunoco and Parkland.
m.Represents reclassification of certain balance sheet and statement of operations amounts to conform Parkland presentation to Sunoco’s presentation as well as certain adjustments from IFRS to U.S. GAAP.
n.Represents income allocated to Sunoco Class D units issued to SunocoCorp in connection with the Parkland Acquisition and related transactions.
5. PARKLAND HISTORICAL FINANCIAL STATEMENTS
The following table reflects translation of Parkland’s Balance Sheet as of September 30, 2025 from CAD to USD using the exchange rate as of September 30, 2025, as well as reclassification of certain amounts to conform to Sunoco’s historical presentation:
| | | | | | | | | | | | | | | | | | | | | | | |
| Parkland Historical CAD | | Parkland Historical USD | | Adjustments | | Parkland Historical, as Adjusted USD |
| ASSETS | | | | | | | |
| Current assets: | | | | | | | |
| Cash and cash equivalents | $ | 406 | | | $ | 292 | | | $ | — | | | $ | 292 | |
| Accounts receivable | 1,580 | | | 1,135 | | | — | | | 1,135 | |
| Inventories | 1,699 | | | 1,221 | | | — | | | 1,221 | |
| Income taxes receivable | 38 | | | 27 | | | (27) | | | — | |
| Risk management and other financial assets | 34 | | | 24 | | | (24) | | | — | |
| Prepaid expenses and other | 125 | | | 90 | | | (90) | | | — | |
| Other current assets | — | | | — | | | 141 | | | 141 | |
| Assets held for sale | 84 | | | 60 | | | — | | | 60 | |
| Total current assets | 3,966 | | | 2,849 | | | — | | | 2,849 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Property, plant and equipment, net | 5,452 | | | 3,918 | | | — | | | 3,918 | |
| Other assets: | | | | | | | |
| Goodwill | 2,465 | | | 1,771 | | | — | | | 1,771 | |
| Intangible assets, net | 1,052 | | | 756 | | | — | | | 756 | |
| Deferred tax assets | 243 | | | 175 | | | (175) | | | — | |
| Other non-current assets | 419 | | | 301 | | | 175 | | | 476 | |
| Investments in unconsolidated affiliates | 337 | | | 242 | | | — | | | 242 | |
| Total assets | $ | 13,934 | | | $ | 10,012 | | | $ | — | | | $ | 10,012 | |
| | | | | | | |
| LIABILITIES AND EQUITY | | | | | | | |
| Current liabilities: | | | | | | | |
| Accounts payable | $ | 2,759 | | | $ | 1,983 | | | $ | — | | | $ | 1,983 | |
| Dividends declared and payable | 63 | | | 45 | | | (45) | | | — | |
| Income taxes payable | 85 | | | 61 | | | (61) | | | — | |
| Risk management and other financial liabilities | 28 | | | 20 | | | (20) | | | — | |
| Accrued expenses and other current liabilities | 161 | | | 116 | | | 126 | | | 242 | |
| Current maturities of long-term debt | 848 | | | 609 | | | — | | | 609 | |
| Liabilities associated with assets held for sale | 16 | | | 11 | | | — | | | 11 | |
| Total current liabilities | 3,960 | | | 2,845 | | | — | | | 2,845 | |
| | | | | | | |
| | | | | | | |
| Long-term debt, net | 5,569 | | | 4,003 | | | — | | | 4,003 | |
| Income taxes payable | 19 | | | 14 | | | (14) | | | — | |
| Deferred tax liabilities | 354 | | | 254 | | | — | | | 254 | |
| Other non-current liabilities | 765 | | | 549 | | | 14 | | | 563 | |
| Total liabilities | 10,667 | | | 7,665 | | | — | | | 7,665 | |
| | | | | | | |
| Equity: | | | | | | | |
| | | | | | | |
| Common unitholders | — | | | — | | | 2,371 | | | 2,371 | |
| Shareholders’ capital | 3,261 | | | 2,343 | | | (2,343) | | | — | |
| Retained deficit | 39 | | | 28 | | | (28) | | | — | |
| Accumulated other comprehensive income (loss) | (33) | | | (24) | | | — | | | (24) | |
| Total equity | 3,267 | | | 2,347 | | | — | | | 2,347 | |
| Total liabilities and equity | $ | 13,934 | | | $ | 10,012 | | | $ | — | | | $ | 10,012 | |
The following table reflects translation of Parkland’s Statement of Income for the nine months ended September 30, 2025 from CAD to USD using the average exchange rate for the period, as well as reclassification of certain amounts to conform to Sunoco’s historical presentation:
| | | | | | | | | | | | | | | | | | | | | | | |
| Parkland Historical CAD | | Parkland Historical USD | | Adjustments | | Parkland Historical, as Adjusted USD |
| REVENUES | $ | 21,040 | | | $ | 15,051 | | | $ | — | | | $ | 15,051 | |
| COSTS AND EXPENSES: | | | | | | | |
| Cost of sales | 17,956 | | | 12,845 | | | 10 | | | 12,855 | |
| Operating expenses | 1,151 | | | 823 | | | — | | | 823 | |
| General and administrative | 452 | | | 323 | | | 130 | | | 453 | |
| Acquisition, integration and other costs | 97 | | | 69 | | | (69) | | | — | |
| Depreciation, amortization and accretion | 635 | | | 454 | | | 21 | | | 475 | |
| Total cost of sales and operating expenses | 20,291 | | | 14,514 | | | 92 | | | 14,606 | |
| OPERATING INCOME | 749 | | | 537 | | | (92) | | | 445 | |
| OTHER INCOME (EXPENSE): | | | | | | | |
| Interest expense, net | — | | | — | | | (182) | | | (182) | |
| Equity in earnings of unconsolidated affiliates | — | | | — | | | 10 | | | 10 | |
| Finance costs | (283) | | | (202) | | | 202 | | | — | |
| Foreign exchange gain | 9 | | | 6 | | | (6) | | | — | |
| Loss on risk management and other | (47) | | | (34) | | | 34 | | | — | |
| Costs related to the acquisition | (84) | | | (60) | | | 60 | | | — | |
| Share of earnings of associates and joint ventures | 14 | | | 10 | | | (10) | | | — | |
| Other, net | 93 | | | 65 | | | (16) | | | 49 | |
| INCOME BEFORE INCOME TAXES | 451 | | | 322 | | | — | | | 322 | |
| Current income tax expense | 93 | | | 67 | | | (67) | | | — | |
| Deferred income tax recovery | (7) | | | (5) | | | 5 | | | — | |
| Income tax expense | — | | | — | | | 62 | | | 62 | |
| NET INCOME | $ | 365 | | | $ | 260 | | | $ | — | | | $ | 260 | |
The following table reflects translation of Parkland’s Statement of Income for the year ended December 31, 2024 from CAD to USD using the average exchange rate for the period, as well as reclassification of certain amounts to conform to Sunoco’s historical presentation:
| | | | | | | | | | | | | | | | | | | | | | | |
| Parkland Historical CAD | | Parkland Historical USD | | Adjustments | | Parkland Historical, as Adjusted USD |
| REVENUES | $ | 28,303 | | | $ | 20,672 | | | $ | — | | | $ | 20,672 | |
| COSTS AND EXPENSES: | | | | | | | |
| Cost of sales | 24,587 | | | 17,958 | | | (38) | | | 17,920 | |
| Operating expenses | 1,543 | | | 1,127 | | | — | | | 1,127 | |
| General and administrative | 607 | | | 443 | | | 160 | | | 603 | |
| Acquisition, integration and other costs | 218 | | | 159 | | | (159) | | | — | |
| Depreciation, amortization and accretion | 825 | | | 603 | | | 21 | | | 624 | |
| Total cost of sales and operating expenses | 27,780 | | | 20,290 | | | (16) | | | 20,274 | |
| OPERATING INCOME | 523 | | | 382 | | | 16 | | | 398 | |
| OTHER INCOME (EXPENSE): | | | | | | | |
| Interest expense, net | — | | | — | | | (255) | | | (255) | |
| Equity in earnings of unconsolidated affiliates | — | | | — | | | 6 | | | 6 | |
| Finance costs | (378) | | | (276) | | | 276 | | | — | |
| Foreign exchange loss | (16) | | | (12) | | | 12 | | | — | |
| Gain on risk management and other | 28 | | | 20 | | | (20) | | | — | |
| Share of earnings of associates and joint ventures | 8 | | | 6 | | | (6) | | | — | |
| Other, net | (38) | | | (28) | | | (29) | | | (57) | |
| INCOME BEFORE INCOME TAXES | 127 | | | 92 | | | — | | | 92 | |
| Current income tax expense | 55 | | | 40 | | | (40) | | | — | |
| Deferred income tax recovery | (55) | | | (40) | | | 40 | | | — | |
| Income tax expense | — | | | — | | | — | | | — | |
| NET INCOME | $ | 127 | | | $ | 92 | | | $ | — | | | $ | 92 | |