[10-Q] SUNOCO L.P. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Sunoco LP (SUN) Q2 2025 10-Q highlights: Revenue fell 13% YoY to $5.39 bn as lower fuel volumes/prices offset growth in midstream. Operating income rose 35% to $203 m on sharply lower G&A and stronger pipeline & terminal margins. Prior-year comparison included a $598 m gain on the West Texas store sale, so net income attributable to partners declined to $86 m ($0.33/unit) from $493 m ($3.85). Adjusted EBITDA jumped 42% to $454 m; Pipeline Systems contributed $177 m versus $53 m last year, driven by the ET-S Permian JV (equity earnings $31 m). Fuel Distribution EBITDA slipped 16% to $206 m as product spreads narrowed.
Six-month Adjusted EBITDA reached $912 m (+62%). Operating cash flow improved to $399 m (vs $216 m), comfortably covering capex of $261 m and cash distributions. Leverage ticked up: total debt $7.81 bn (net issuance of $319 m YTD) after a $1 bn 6.25% 2033 note offering that retired $600 m 2025 notes. Cash stood at $116 m with $1.24 bn revolver availability; weighted average revolver rate 6.42%.
The quarterly distribution increased to $0.9088/unit. Management is pursuing two transformative deals: the $9.1 bn Parkland acquisition (expected Q4 2025) and the 鈧�500 m TanQuid terminal acquisition. Credit facility capacity will rise to $2.46 bn upon Parkland close; up to $2.65 bn bridge debt authorized.
Key risks: higher interest expense (up 29% YoY), revenue contraction, inventory valuation losses ($40 m), rising leverage ahead of large acquisitions, and regulatory uncertainty around FERC index methodology. Nevertheless, underlying cash generation and midstream exposure strengthened.
Sunoco LP (SUN) Q2 2025 10-Q principali risultati: I ricavi sono diminuiti del 13% su base annua, attestandosi a 5,39 miliardi di dollari, a causa di volumi e prezzi del carburante pi霉 bassi che hanno compensato la crescita nel settore midstream. L'utile operativo 猫 aumentato del 35% raggiungendo 203 milioni di dollari grazie a una forte riduzione delle spese generali e amministrative e a margini pi霉 solidi su pipeline e terminal. Il confronto con l'anno precedente includeva una plusvalenza di 598 milioni di dollari dalla vendita di un negozio in West Texas, quindi l'utile netto attribuibile ai partner 猫 sceso a 86 milioni di dollari (0,33 dollari per unit脿) da 493 milioni (3,85 dollari). L'EBITDA rettificato 猫 cresciuto del 42% a 454 milioni di dollari; il segmento Pipeline Systems ha contribuito con 177 milioni rispetto ai 53 milioni dell'anno scorso, grazie alla joint venture ET-S Permian (utili da partecipazioni 31 milioni). L'EBITDA della distribuzione carburanti 猫 sceso del 16% a 206 milioni a causa del restringimento degli spread di prodotto.
L'EBITDA rettificato a sei mesi ha raggiunto 912 milioni di dollari (+62%). Il flusso di cassa operativo 猫 migliorato a 399 milioni di dollari (contro 216 milioni), coprendo agevolmente investimenti per 261 milioni e distribuzioni in contanti. La leva finanziaria 猫 leggermente aumentata: il debito totale 猫 di 7,81 miliardi di dollari (con emissioni nette di 319 milioni da inizio anno) dopo un'offerta di obbligazioni da 1 miliardo al 6,25% con scadenza 2033 che ha sostituito 600 milioni di obbligazioni 2025. La liquidit脿 猫 pari a 116 milioni con una disponibilit脿 di 1,24 miliardi di dollari sul credito revolving; il tasso medio ponderato sul revolving 猫 6,42%.
La distribuzione trimestrale 猫 aumentata a 0,9088 dollari per unit脿. Il management sta perseguendo due operazioni trasformative: l'acquisizione da 9,1 miliardi di dollari di Parkland (prevista per il Q4 2025) e l'acquisizione del terminal TanQuid per 500 milioni di euro. La capacit脿 della linea di credito aumenter脿 a 2,46 miliardi di dollari al completamento dell'acquisizione di Parkland; 猫 autorizzato un debito ponte fino a 2,65 miliardi.
Rischi chiave: aumento degli oneri finanziari (+29% su base annua), contrazione dei ricavi, perdite da valutazione delle scorte (40 milioni), aumento della leva finanziaria in vista di grandi acquisizioni e incertezza normativa sulla metodologia dell'indice FERC. Tuttavia, la generazione di cassa sottostante e l'esposizione midstream si sono rafforzate.
Sunoco LP (SUN) Q2 2025 10-Q aspectos destacados: Los ingresos cayeron un 13% interanual hasta 5,39 mil millones de d贸lares debido a menores vol煤menes y precios de combustible que compensaron el crecimiento en midstream. El ingreso operativo aument贸 un 35% a 203 millones de d贸lares gracias a una fuerte reducci贸n en gastos generales y administrativos y a m谩rgenes m谩s s贸lidos en oleoductos y terminales. La comparaci贸n con el a帽o anterior inclu铆a una ganancia de 598 millones de d贸lares por la venta de una tienda en West Texas, por lo que la utilidad neta atribuible a los socios disminuy贸 a 86 millones de d贸lares (0,33 d贸lares por unidad) desde 493 millones (3,85 d贸lares). El EBITDA ajustado salt贸 un 42% a 454 millones de d贸lares; Pipeline Systems aport贸 177 millones frente a 53 millones del a帽o pasado, impulsado por la joint venture ET-S Permian (ganancias por participaci贸n de 31 millones). El EBITDA de distribuci贸n de combustible baj贸 un 16% a 206 millones debido al estrechamiento de los m谩rgenes de producto.
El EBITDA ajustado a seis meses alcanz贸 912 millones (+62%). El flujo de caja operativo mejor贸 a 399 millones (vs 216 millones), cubriendo c贸modamente inversiones de capital por 261 millones y distribuciones en efectivo. El apalancamiento aument贸 ligeramente: deuda total de 7,81 mil millones (emisi贸n neta de 319 millones en el a帽o) tras una emisi贸n de bonos de 1 mil millones al 6,25% con vencimiento en 2033 que retir贸 bonos de 600 millones de 2025. El efectivo se situ贸 en 116 millones con una disponibilidad de cr茅dito revolvente de 1,24 mil millones; tasa promedio ponderada del revolver 6,42%.
La distribuci贸n trimestral aument贸 a 0,9088 d贸lares por unidad. La direcci贸n est谩 persiguiendo dos acuerdos transformadores: la adquisici贸n de Parkland por 9,1 mil millones (esperada para el Q4 2025) y la adquisici贸n del terminal TanQuid por 500 millones de euros. La capacidad de la l铆nea de cr茅dito aumentar谩 a 2,46 mil millones al cierre de Parkland; se autoriz贸 deuda puente hasta 2,65 mil millones.
Riesgos clave: mayores gastos por intereses (+29% interanual), contracci贸n de ingresos, p茅rdidas por valoraci贸n de inventarios (40 millones), aumento del apalancamiento antes de grandes adquisiciones e incertidumbre regulatoria sobre la metodolog铆a del 铆ndice FERC. No obstante, la generaci贸n subyacente de efectivo y la exposici贸n midstream se fortalecieron.
Sunoco LP (SUN) 2025雲� 2攵勱赴 10-Q 欤检殧 雮挫毄: 鞐瓣皠 雽�牍� 毵れ稖鞚� 13% 臧愳唽頃橃棳 53鞏� 9觳滊 雼煬毳� 旮半頄堨溂氅�, 鞚措姅 鞐半 韺愲Г霟� 氚� 臧�瓴� 頃橂澖鞚� 氙鸽摐鞀ろ姼毽� 攵�氍胳潣 靹膘灔鞚� 靸侅噭頃� 瓴瓣臣鞛呺媹雼�. 鞓侅梾鞚挫澋鞚� 齑濌磤毽箘 雽�韽� 臧愳唽鞕� 韺岇澊頂勲澕鞚� 氚� 韯半雱� 毵堨 臧曧檾搿� 35% 歃濌皜頃橃棳 2鞏� 300毵� 雼煬鞐� 雼枅鞀惦媹雼�. 鞝勲厔 霃欔赴鞐愲姅 韰嶌偓鞀� 靹滊秬 毵れ灔 毵り皝鞙茧 鞚疙暅 5鞏� 9,800毵� 雼煬鞚� 鞚挫澋鞚� 韽暔霅橃柎 鞛堨柎, 韺岉姼雱� 攴�靻� 靾滌澊鞚奠潃 8,600毵� 雼煬(欤茧嫻 0.33雼煬)搿� 4鞏� 9,300毵� 雼煬(欤茧嫻 3.85雼煬)鞐愳劀 臧愳唽頄堨姷雼堧嫟. 臁办爼 EBITDA電� 42% 歃濌皜頃� 4鞏� 5,400毵� 雼煬搿�, 韺岇澊頂勲澕鞚� 鞁滌姢韰� 攵�氍胳澊 1鞏� 7,700毵� 雼煬毳� 旮办棳頄堨溂氅� 鞝勲厔 雽�牍� 5,300毵� 雼煬鞐愳劀 韥矊 歃濌皜頄堧姅雿�, ET-S Permian 頃╈瀾 韴瀽(歆�攵� 靾橃澋 3,100毵� 雼煬)臧� 欤茧弰頄堨姷雼堧嫟. 鞐半 鞙犿喌 EBITDA電� 鞝滍拡 鞀ろ攧霠堧摐 於曥唽搿� 16% 臧愳唽頃� 2鞏� 600毵� 雼煬毳� 旮半頄堨姷雼堧嫟.
6臧滌洈 雸勳爜 臁办爼 EBITDA電� 9鞏� 1,200毵� 雼煬(+62%)鞐� 霃勲嫭頄堨姷雼堧嫟. 鞓侅梾順勱笀頋愲鞚� 3鞏� 9,900毵� 雼煬搿� 臧滌劆霅橃柎(鞝勲厔 霃欔赴 2鞏� 1,600毵� 雼煬 雽�牍�) 2鞏� 6,100毵� 雼煬鞚� 鞛愲掣鞝� 歆�於滉臣 順勱笀 氚半嫻鞚� 於╇秳頌� 臧愲嫻頄堨姷雼堧嫟. 霠堧矂毽電� 靻岉彮 靸侅姽頄堨溂氅�, 齑� 攵�毂勲姅 78鞏� 1觳滊 雼煬(鞐办磮 鞚错泟 靾滊皽頄� 3鞏� 1,900毵� 雼煬)搿�, 6.25% 2033雲� 毵岅赴 10鞏� 雼煬 毂勱秾 氚滍枆鞙茧 2025雲� 毵岅赴 6鞏� 雼煬 毂勱秾鞚� 靸來櫂頄堨姷雼堧嫟. 順勱笀鞚� 1鞏� 1,600毵� 雼煬鞚措┌ 12鞏� 4觳滊 雼煬鞚� 須岇爠 鞁犾毄 頃滊弰臧� 鞛堨姷雼堧嫟; 臧�欷戫弶攴� 須岇爠 鞁犾毄 旮堧Μ電� 6.42%鞛呺媹雼�.
攵勱赴 氚半嫻旮堨潃 欤茧嫻 0.9088雼煬搿� 鞚胳儊霅橃棃鞀惦媹雼�. 瓴届榿歆勳潃 霊� 瓯挫潣 雽�攴滊 瓯半灅毳� 於旍 欷戩瀰雼堧嫟: 91鞏� 雼煬 攴滊鞚� Parkland 鞚胳垬(2025雲� 4攵勱赴 鞓堨爼)鞕� 5鞏� 鞙犽 攴滊鞚� TanQuid 韯半雱� 鞚胳垬鞛呺媹雼�. Parkland 鞚胳垬 鞕勲 鞁� 鞁犾毄 鞁滌劋 頃滊弰電� 24鞏� 6觳滊 雼煬搿� 歃濌皜頃橂┌, 斓滊寑 26鞏� 5觳滊 雼煬鞚� 敫岆Μ歆�搿犽弰 鞀轨澑霅橃棃鞀惦媹雼�.
欤检殧 毽姢韥�: 鞚挫瀽 牍勳毄 歃濌皜(鞝勲厔 雽�牍� 29% 靸侅姽), 毵れ稖 臧愳唽, 鞛碃韽夑皜 靻愳嫟(4觳滊 雼煬), 雽�攴滊 鞚胳垬 鞝� 霠堧矂毽 靸侅姽, FERC 歆�靾� 氚╇矔搿犾棎 雽�頃� 攴滌牅 攵堩檿鞁れ劚. 攴鸽熂鞐愲弰 攵堦惮頃橁碃 旮半掣 順勱笀 彀届稖霠リ臣 氙鸽摐鞀ろ姼毽� 雲胳稖鞚� 臧曧檾霅橃棃鞀惦媹雼�.
Sunoco LP (SUN) Faits marquants du 10-Q T2 2025 : Le chiffre d'affaires a chut茅 de 13 % en glissement annuel pour atteindre 5,39 milliards de dollars, les volumes et prix du carburant plus faibles compensant la croissance dans le midstream. Le r茅sultat d'exploitation a augment茅 de 35 % 脿 203 millions de dollars gr芒ce 脿 une forte baisse des frais g茅n茅raux et administratifs et 脿 des marges plus solides sur les pipelines et terminaux. La comparaison avec l'ann茅e pr茅c茅dente incluait un gain de 598 millions de dollars sur la vente d'un magasin au Texas de l'Ouest, donc le r茅sultat net attribuable aux partenaires a diminu茅 脿 86 millions de dollars (0,33 $/unit茅) contre 493 millions (3,85 $). L'EBITDA ajust茅 a bondi de 42 % 脿 454 millions de dollars ; Pipeline Systems a contribu茅 脿 hauteur de 177 millions contre 53 millions l'an dernier, gr芒ce 脿 la coentreprise ET-S Permian (r茅sultats sur participation de 31 millions). L'EBITDA de la distribution de carburant a diminu茅 de 16 % 脿 206 millions en raison du resserrement des marges produits.
L'EBITDA ajust茅 sur six mois a atteint 912 millions (+62 %). Les flux de tr茅sorerie op茅rationnels se sont am茅lior茅s 脿 399 millions (contre 216 millions), couvrant ais茅ment les investissements de 261 millions et les distributions en esp猫ces. L'endettement a l茅g猫rement augment茅 : dette totale de 7,81 milliards (茅mission nette de 319 millions depuis le d茅but de l'ann茅e) apr猫s une 茅mission d'obligations de 1 milliard 脿 6,25 % 茅ch茅ance 2033 qui a rembours茅 des obligations de 600 millions 茅ch茅ance 2025. La tr茅sorerie s'茅levait 脿 116 millions avec une disponibilit茅 de cr茅dit renouvelable de 1,24 milliard ; taux moyen pond茅r茅 du cr茅dit renouvelable 脿 6,42 %.
La distribution trimestrielle a 茅t茅 port茅e 脿 0,9088 $/unit茅. La direction poursuit deux op茅rations transformatrices : l'acquisition de Parkland 脿 9,1 milliards (pr茅vue au T4 2025) et l'acquisition du terminal TanQuid 脿 500 millions d'euros. La capacit茅 de la facilit茅 de cr茅dit passera 脿 2,46 milliards 脿 la cl么ture de Parkland ; une dette relais jusqu'脿 2,65 milliards est autoris茅e.
Risques cl茅s : hausse des charges d鈥檌nt茅r锚ts (+29 % en glissement annuel), contraction des revenus, pertes de valorisation des stocks (40 millions), augmentation de l鈥檈ndettement avant de grosses acquisitions, incertitude r茅glementaire sur la m茅thodologie de l鈥檌ndice FERC. N茅anmoins, la g茅n茅ration de tr茅sorerie sous-jacente et l鈥檈xposition midstream se sont renforc茅es.
Sunoco LP (SUN) Q2 2025 10-Q Highlights: Der Umsatz sank im Jahresvergleich um 13 % auf 5,39 Mrd. USD, da niedrigere Kraftstoffmengen und Preise das Wachstum im Midstream-Bereich ausglichen. Das Betriebsergebnis stieg um 35 % auf 203 Mio. USD aufgrund deutlich geringerer Verwaltungs- und Allgemeinkosten sowie st盲rkerer Margen bei Pipeline- und Terminalgesch盲ften. Der Vergleich zum Vorjahr enthielt einen Gewinn von 598 Mio. USD aus dem Verkauf eines Gesch盲fts in West Texas, sodass der den Partnern zurechenbare Nettogewinn auf 86 Mio. USD (0,33 USD je Einheit) von 493 Mio. USD (3,85 USD) sank. Das bereinigte EBITDA stieg um 42 % auf 454 Mio. USD; das Pipeline-Systems-Segment trug 177 Mio. USD bei gegen眉ber 53 Mio. USD im Vorjahr, getrieben von der ET-S Permian Joint Venture (Anteilsgewinne 31 Mio. USD). Das EBITDA im Kraftstoffvertrieb sank um 16 % auf 206 Mio. USD, da sich die Produktsprere verengten.
Das bereinigte EBITDA f眉r sechs Monate erreichte 912 Mio. USD (+62 %). Der operative Cashflow verbesserte sich auf 399 Mio. USD (vs. 216 Mio.) und deckte bequem Investitionen von 261 Mio. USD sowie Baraussch眉ttungen ab. Die Verschuldung stieg leicht: Gesamtschulden 7,81 Mrd. USD (netto 319 Mio. USD Emissionen seit Jahresbeginn) nach einer 1 Mrd. USD 6,25%-Anleihe mit Laufzeit 2033, die 600 Mio. USD Anleihen aus 2025 abl枚ste. Die Liquidit盲t betrug 116 Mio. USD bei einer revolvierenden Kreditlinie von 1,24 Mrd. USD; der gewichtete durchschnittliche Zinssatz der revolvierenden Kreditlinie lag bei 6,42 %.
Die Quartalsdividende wurde auf 0,9088 USD je Einheit erh枚ht. Das Management verfolgt zwei transformative Transaktionen: die 9,1 Mrd. USD teure 脺bernahme von Parkland (erwartet im Q4 2025) und die 500 Mio. Euro teure 脺bernahme des TanQuid-Terminals. Die Kreditfazilit盲t wird sich nach dem Abschluss der Parkland-脺bernahme auf 2,46 Mrd. USD erh枚hen; eine Br眉ckenfinanzierung von bis zu 2,65 Mrd. USD ist genehmigt.
Wesentliche Risiken: h枚here Zinsaufwendungen (+29 % im Jahresvergleich), Umsatzr眉ckgang, Bewertungseinbu脽en bei Best盲nden (40 Mio. USD), steigende Verschuldung vor gro脽en Akquisitionen sowie regulatorische Unsicherheiten bez眉glich der FERC-Indexmethodik. Dennoch haben sich die zugrundeliegende Cash-Generierung und die Midstream-Exponierung gest盲rkt.
Positive
- Adjusted EBITDA up 42% YoY, reaching $454 m despite lower revenue.
- Operating cash flow increased to $399 m, fully covering capex and distributions.
- Pipeline Systems EBITDA tripled on ET-S Permian JV performance.
- Successful $1 bn 6.25% 2033 note issuance extended maturities and retired 2025 notes.
- Quarterly distribution raised to $0.9088/unit (4% YoY).
- Pending Parkland and TanQuid acquisitions broaden geographic reach and fee-based earnings.
Negative
- Revenue declined 13% YoY to $5.39 bn due to weaker fuel margins.
- Net income fell 83% YoY, and EPS dropped to $0.33 from $3.85 (prior-year sale gain).
- Interest expense rose 29% to $123 m, pressuring coverage ratios.
- Total debt increased to $7.81 bn; leverage likely to rise further with Parkland deal.
- Inventory valuation adjustment of $40 m negatively affected cost of sales.
- Regulatory risk: FERC index review and tax law changes could impact midstream cash flows.
Insights
TL;DR 鈥� Pipeline JV and NuStar assets drove EBITDA surge, but Parkland deal will test balance-sheet discipline.
Sunoco鈥檚 core earnings mix is shifting from fuel wholesale toward fee-based midstream. ET-S Permian added $48 m of proportional EBITDA and TanQuid will expand European storage. This diversification reduces margin volatility and supports the 4% distribution hike. However, pro-forma leverage could exceed 5脳 after Parkland unless equity financing is upsized. Successful integration and FERC index outcomes are critical to sustain cash flow coverage.
TL;DR 鈥� OCF covers distributions, but debt load rising; refinancing mitigates near-term maturities.
The March issuance of $1 bn 2033 notes pushed weighted debt maturity to 7 years and removed 2025 refinancing risk. Interest expense grew 29%, yet fixed-rate mix limits exposure to Fed hikes. Liquidity is solid with only $206 m drawn on the revolver. Parkland financing could add up to $2.65 bn bridge debt; covenant headroom narrows to ~1.2 bn post-close. Rating agencies will watch leverage trajectory; nonetheless, free cash flow resilience and asset quality underpin a stable outlook.
Sunoco LP (SUN) Q2 2025 10-Q principali risultati: I ricavi sono diminuiti del 13% su base annua, attestandosi a 5,39 miliardi di dollari, a causa di volumi e prezzi del carburante pi霉 bassi che hanno compensato la crescita nel settore midstream. L'utile operativo 猫 aumentato del 35% raggiungendo 203 milioni di dollari grazie a una forte riduzione delle spese generali e amministrative e a margini pi霉 solidi su pipeline e terminal. Il confronto con l'anno precedente includeva una plusvalenza di 598 milioni di dollari dalla vendita di un negozio in West Texas, quindi l'utile netto attribuibile ai partner 猫 sceso a 86 milioni di dollari (0,33 dollari per unit脿) da 493 milioni (3,85 dollari). L'EBITDA rettificato 猫 cresciuto del 42% a 454 milioni di dollari; il segmento Pipeline Systems ha contribuito con 177 milioni rispetto ai 53 milioni dell'anno scorso, grazie alla joint venture ET-S Permian (utili da partecipazioni 31 milioni). L'EBITDA della distribuzione carburanti 猫 sceso del 16% a 206 milioni a causa del restringimento degli spread di prodotto.
L'EBITDA rettificato a sei mesi ha raggiunto 912 milioni di dollari (+62%). Il flusso di cassa operativo 猫 migliorato a 399 milioni di dollari (contro 216 milioni), coprendo agevolmente investimenti per 261 milioni e distribuzioni in contanti. La leva finanziaria 猫 leggermente aumentata: il debito totale 猫 di 7,81 miliardi di dollari (con emissioni nette di 319 milioni da inizio anno) dopo un'offerta di obbligazioni da 1 miliardo al 6,25% con scadenza 2033 che ha sostituito 600 milioni di obbligazioni 2025. La liquidit脿 猫 pari a 116 milioni con una disponibilit脿 di 1,24 miliardi di dollari sul credito revolving; il tasso medio ponderato sul revolving 猫 6,42%.
La distribuzione trimestrale 猫 aumentata a 0,9088 dollari per unit脿. Il management sta perseguendo due operazioni trasformative: l'acquisizione da 9,1 miliardi di dollari di Parkland (prevista per il Q4 2025) e l'acquisizione del terminal TanQuid per 500 milioni di euro. La capacit脿 della linea di credito aumenter脿 a 2,46 miliardi di dollari al completamento dell'acquisizione di Parkland; 猫 autorizzato un debito ponte fino a 2,65 miliardi.
Rischi chiave: aumento degli oneri finanziari (+29% su base annua), contrazione dei ricavi, perdite da valutazione delle scorte (40 milioni), aumento della leva finanziaria in vista di grandi acquisizioni e incertezza normativa sulla metodologia dell'indice FERC. Tuttavia, la generazione di cassa sottostante e l'esposizione midstream si sono rafforzate.
Sunoco LP (SUN) Q2 2025 10-Q aspectos destacados: Los ingresos cayeron un 13% interanual hasta 5,39 mil millones de d贸lares debido a menores vol煤menes y precios de combustible que compensaron el crecimiento en midstream. El ingreso operativo aument贸 un 35% a 203 millones de d贸lares gracias a una fuerte reducci贸n en gastos generales y administrativos y a m谩rgenes m谩s s贸lidos en oleoductos y terminales. La comparaci贸n con el a帽o anterior inclu铆a una ganancia de 598 millones de d贸lares por la venta de una tienda en West Texas, por lo que la utilidad neta atribuible a los socios disminuy贸 a 86 millones de d贸lares (0,33 d贸lares por unidad) desde 493 millones (3,85 d贸lares). El EBITDA ajustado salt贸 un 42% a 454 millones de d贸lares; Pipeline Systems aport贸 177 millones frente a 53 millones del a帽o pasado, impulsado por la joint venture ET-S Permian (ganancias por participaci贸n de 31 millones). El EBITDA de distribuci贸n de combustible baj贸 un 16% a 206 millones debido al estrechamiento de los m谩rgenes de producto.
El EBITDA ajustado a seis meses alcanz贸 912 millones (+62%). El flujo de caja operativo mejor贸 a 399 millones (vs 216 millones), cubriendo c贸modamente inversiones de capital por 261 millones y distribuciones en efectivo. El apalancamiento aument贸 ligeramente: deuda total de 7,81 mil millones (emisi贸n neta de 319 millones en el a帽o) tras una emisi贸n de bonos de 1 mil millones al 6,25% con vencimiento en 2033 que retir贸 bonos de 600 millones de 2025. El efectivo se situ贸 en 116 millones con una disponibilidad de cr茅dito revolvente de 1,24 mil millones; tasa promedio ponderada del revolver 6,42%.
La distribuci贸n trimestral aument贸 a 0,9088 d贸lares por unidad. La direcci贸n est谩 persiguiendo dos acuerdos transformadores: la adquisici贸n de Parkland por 9,1 mil millones (esperada para el Q4 2025) y la adquisici贸n del terminal TanQuid por 500 millones de euros. La capacidad de la l铆nea de cr茅dito aumentar谩 a 2,46 mil millones al cierre de Parkland; se autoriz贸 deuda puente hasta 2,65 mil millones.
Riesgos clave: mayores gastos por intereses (+29% interanual), contracci贸n de ingresos, p茅rdidas por valoraci贸n de inventarios (40 millones), aumento del apalancamiento antes de grandes adquisiciones e incertidumbre regulatoria sobre la metodolog铆a del 铆ndice FERC. No obstante, la generaci贸n subyacente de efectivo y la exposici贸n midstream se fortalecieron.
Sunoco LP (SUN) 2025雲� 2攵勱赴 10-Q 欤检殧 雮挫毄: 鞐瓣皠 雽�牍� 毵れ稖鞚� 13% 臧愳唽頃橃棳 53鞏� 9觳滊 雼煬毳� 旮半頄堨溂氅�, 鞚措姅 鞐半 韺愲Г霟� 氚� 臧�瓴� 頃橂澖鞚� 氙鸽摐鞀ろ姼毽� 攵�氍胳潣 靹膘灔鞚� 靸侅噭頃� 瓴瓣臣鞛呺媹雼�. 鞓侅梾鞚挫澋鞚� 齑濌磤毽箘 雽�韽� 臧愳唽鞕� 韺岇澊頂勲澕鞚� 氚� 韯半雱� 毵堨 臧曧檾搿� 35% 歃濌皜頃橃棳 2鞏� 300毵� 雼煬鞐� 雼枅鞀惦媹雼�. 鞝勲厔 霃欔赴鞐愲姅 韰嶌偓鞀� 靹滊秬 毵れ灔 毵り皝鞙茧 鞚疙暅 5鞏� 9,800毵� 雼煬鞚� 鞚挫澋鞚� 韽暔霅橃柎 鞛堨柎, 韺岉姼雱� 攴�靻� 靾滌澊鞚奠潃 8,600毵� 雼煬(欤茧嫻 0.33雼煬)搿� 4鞏� 9,300毵� 雼煬(欤茧嫻 3.85雼煬)鞐愳劀 臧愳唽頄堨姷雼堧嫟. 臁办爼 EBITDA電� 42% 歃濌皜頃� 4鞏� 5,400毵� 雼煬搿�, 韺岇澊頂勲澕鞚� 鞁滌姢韰� 攵�氍胳澊 1鞏� 7,700毵� 雼煬毳� 旮办棳頄堨溂氅� 鞝勲厔 雽�牍� 5,300毵� 雼煬鞐愳劀 韥矊 歃濌皜頄堧姅雿�, ET-S Permian 頃╈瀾 韴瀽(歆�攵� 靾橃澋 3,100毵� 雼煬)臧� 欤茧弰頄堨姷雼堧嫟. 鞐半 鞙犿喌 EBITDA電� 鞝滍拡 鞀ろ攧霠堧摐 於曥唽搿� 16% 臧愳唽頃� 2鞏� 600毵� 雼煬毳� 旮半頄堨姷雼堧嫟.
6臧滌洈 雸勳爜 臁办爼 EBITDA電� 9鞏� 1,200毵� 雼煬(+62%)鞐� 霃勲嫭頄堨姷雼堧嫟. 鞓侅梾順勱笀頋愲鞚� 3鞏� 9,900毵� 雼煬搿� 臧滌劆霅橃柎(鞝勲厔 霃欔赴 2鞏� 1,600毵� 雼煬 雽�牍�) 2鞏� 6,100毵� 雼煬鞚� 鞛愲掣鞝� 歆�於滉臣 順勱笀 氚半嫻鞚� 於╇秳頌� 臧愲嫻頄堨姷雼堧嫟. 霠堧矂毽電� 靻岉彮 靸侅姽頄堨溂氅�, 齑� 攵�毂勲姅 78鞏� 1觳滊 雼煬(鞐办磮 鞚错泟 靾滊皽頄� 3鞏� 1,900毵� 雼煬)搿�, 6.25% 2033雲� 毵岅赴 10鞏� 雼煬 毂勱秾 氚滍枆鞙茧 2025雲� 毵岅赴 6鞏� 雼煬 毂勱秾鞚� 靸來櫂頄堨姷雼堧嫟. 順勱笀鞚� 1鞏� 1,600毵� 雼煬鞚措┌ 12鞏� 4觳滊 雼煬鞚� 須岇爠 鞁犾毄 頃滊弰臧� 鞛堨姷雼堧嫟; 臧�欷戫弶攴� 須岇爠 鞁犾毄 旮堧Μ電� 6.42%鞛呺媹雼�.
攵勱赴 氚半嫻旮堨潃 欤茧嫻 0.9088雼煬搿� 鞚胳儊霅橃棃鞀惦媹雼�. 瓴届榿歆勳潃 霊� 瓯挫潣 雽�攴滊 瓯半灅毳� 於旍 欷戩瀰雼堧嫟: 91鞏� 雼煬 攴滊鞚� Parkland 鞚胳垬(2025雲� 4攵勱赴 鞓堨爼)鞕� 5鞏� 鞙犽 攴滊鞚� TanQuid 韯半雱� 鞚胳垬鞛呺媹雼�. Parkland 鞚胳垬 鞕勲 鞁� 鞁犾毄 鞁滌劋 頃滊弰電� 24鞏� 6觳滊 雼煬搿� 歃濌皜頃橂┌, 斓滊寑 26鞏� 5觳滊 雼煬鞚� 敫岆Μ歆�搿犽弰 鞀轨澑霅橃棃鞀惦媹雼�.
欤检殧 毽姢韥�: 鞚挫瀽 牍勳毄 歃濌皜(鞝勲厔 雽�牍� 29% 靸侅姽), 毵れ稖 臧愳唽, 鞛碃韽夑皜 靻愳嫟(4觳滊 雼煬), 雽�攴滊 鞚胳垬 鞝� 霠堧矂毽 靸侅姽, FERC 歆�靾� 氚╇矔搿犾棎 雽�頃� 攴滌牅 攵堩檿鞁れ劚. 攴鸽熂鞐愲弰 攵堦惮頃橁碃 旮半掣 順勱笀 彀届稖霠リ臣 氙鸽摐鞀ろ姼毽� 雲胳稖鞚� 臧曧檾霅橃棃鞀惦媹雼�.
Sunoco LP (SUN) Faits marquants du 10-Q T2 2025 : Le chiffre d'affaires a chut茅 de 13 % en glissement annuel pour atteindre 5,39 milliards de dollars, les volumes et prix du carburant plus faibles compensant la croissance dans le midstream. Le r茅sultat d'exploitation a augment茅 de 35 % 脿 203 millions de dollars gr芒ce 脿 une forte baisse des frais g茅n茅raux et administratifs et 脿 des marges plus solides sur les pipelines et terminaux. La comparaison avec l'ann茅e pr茅c茅dente incluait un gain de 598 millions de dollars sur la vente d'un magasin au Texas de l'Ouest, donc le r茅sultat net attribuable aux partenaires a diminu茅 脿 86 millions de dollars (0,33 $/unit茅) contre 493 millions (3,85 $). L'EBITDA ajust茅 a bondi de 42 % 脿 454 millions de dollars ; Pipeline Systems a contribu茅 脿 hauteur de 177 millions contre 53 millions l'an dernier, gr芒ce 脿 la coentreprise ET-S Permian (r茅sultats sur participation de 31 millions). L'EBITDA de la distribution de carburant a diminu茅 de 16 % 脿 206 millions en raison du resserrement des marges produits.
L'EBITDA ajust茅 sur six mois a atteint 912 millions (+62 %). Les flux de tr茅sorerie op茅rationnels se sont am茅lior茅s 脿 399 millions (contre 216 millions), couvrant ais茅ment les investissements de 261 millions et les distributions en esp猫ces. L'endettement a l茅g猫rement augment茅 : dette totale de 7,81 milliards (茅mission nette de 319 millions depuis le d茅but de l'ann茅e) apr猫s une 茅mission d'obligations de 1 milliard 脿 6,25 % 茅ch茅ance 2033 qui a rembours茅 des obligations de 600 millions 茅ch茅ance 2025. La tr茅sorerie s'茅levait 脿 116 millions avec une disponibilit茅 de cr茅dit renouvelable de 1,24 milliard ; taux moyen pond茅r茅 du cr茅dit renouvelable 脿 6,42 %.
La distribution trimestrielle a 茅t茅 port茅e 脿 0,9088 $/unit茅. La direction poursuit deux op茅rations transformatrices : l'acquisition de Parkland 脿 9,1 milliards (pr茅vue au T4 2025) et l'acquisition du terminal TanQuid 脿 500 millions d'euros. La capacit茅 de la facilit茅 de cr茅dit passera 脿 2,46 milliards 脿 la cl么ture de Parkland ; une dette relais jusqu'脿 2,65 milliards est autoris茅e.
Risques cl茅s : hausse des charges d鈥檌nt茅r锚ts (+29 % en glissement annuel), contraction des revenus, pertes de valorisation des stocks (40 millions), augmentation de l鈥檈ndettement avant de grosses acquisitions, incertitude r茅glementaire sur la m茅thodologie de l鈥檌ndice FERC. N茅anmoins, la g茅n茅ration de tr茅sorerie sous-jacente et l鈥檈xposition midstream se sont renforc茅es.
Sunoco LP (SUN) Q2 2025 10-Q Highlights: Der Umsatz sank im Jahresvergleich um 13 % auf 5,39 Mrd. USD, da niedrigere Kraftstoffmengen und Preise das Wachstum im Midstream-Bereich ausglichen. Das Betriebsergebnis stieg um 35 % auf 203 Mio. USD aufgrund deutlich geringerer Verwaltungs- und Allgemeinkosten sowie st盲rkerer Margen bei Pipeline- und Terminalgesch盲ften. Der Vergleich zum Vorjahr enthielt einen Gewinn von 598 Mio. USD aus dem Verkauf eines Gesch盲fts in West Texas, sodass der den Partnern zurechenbare Nettogewinn auf 86 Mio. USD (0,33 USD je Einheit) von 493 Mio. USD (3,85 USD) sank. Das bereinigte EBITDA stieg um 42 % auf 454 Mio. USD; das Pipeline-Systems-Segment trug 177 Mio. USD bei gegen眉ber 53 Mio. USD im Vorjahr, getrieben von der ET-S Permian Joint Venture (Anteilsgewinne 31 Mio. USD). Das EBITDA im Kraftstoffvertrieb sank um 16 % auf 206 Mio. USD, da sich die Produktsprere verengten.
Das bereinigte EBITDA f眉r sechs Monate erreichte 912 Mio. USD (+62 %). Der operative Cashflow verbesserte sich auf 399 Mio. USD (vs. 216 Mio.) und deckte bequem Investitionen von 261 Mio. USD sowie Baraussch眉ttungen ab. Die Verschuldung stieg leicht: Gesamtschulden 7,81 Mrd. USD (netto 319 Mio. USD Emissionen seit Jahresbeginn) nach einer 1 Mrd. USD 6,25%-Anleihe mit Laufzeit 2033, die 600 Mio. USD Anleihen aus 2025 abl枚ste. Die Liquidit盲t betrug 116 Mio. USD bei einer revolvierenden Kreditlinie von 1,24 Mrd. USD; der gewichtete durchschnittliche Zinssatz der revolvierenden Kreditlinie lag bei 6,42 %.
Die Quartalsdividende wurde auf 0,9088 USD je Einheit erh枚ht. Das Management verfolgt zwei transformative Transaktionen: die 9,1 Mrd. USD teure 脺bernahme von Parkland (erwartet im Q4 2025) und die 500 Mio. Euro teure 脺bernahme des TanQuid-Terminals. Die Kreditfazilit盲t wird sich nach dem Abschluss der Parkland-脺bernahme auf 2,46 Mrd. USD erh枚hen; eine Br眉ckenfinanzierung von bis zu 2,65 Mrd. USD ist genehmigt.
Wesentliche Risiken: h枚here Zinsaufwendungen (+29 % im Jahresvergleich), Umsatzr眉ckgang, Bewertungseinbu脽en bei Best盲nden (40 Mio. USD), steigende Verschuldung vor gro脽en Akquisitionen sowie regulatorische Unsicherheiten bez眉glich der FERC-Indexmethodik. Dennoch haben sich die zugrundeliegende Cash-Generierung und die Midstream-Exponierung gest盲rkt.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period Ended: June 30, 2025
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number: 001-35653
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
(Address of principal executive offices, including zip code)
(214 ) 981-0700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
ý | Accelerated filer | ☐ | ||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
Emerging Growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ý
The registrant had 136,604,563 common units and 16,410,780 Class C units, both representing limited partner interests outstanding as of August 1, 2025.
Table of Contents
SUNOCO LP
FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION | ||||||||
Item 1. Financial Statements | 4 | |||||||
Consolidated Balance Sheets | 4 | |||||||
Consolidated Statements of Operations | 5 | |||||||
Consolidated Statements of Comprehensive Income | 6 | |||||||
Consolidated Statements of Equity | 7 | |||||||
Consolidated Statements of Cash Flows | 8 | |||||||
Notes to Consolidated Financial Statements | 9 | |||||||
1. Organization and Principles of Consolidation | 9 | |||||||
2. Summary of Significant Accounting Policies | 9 | |||||||
3. Acquisitions | 9 | |||||||
4. Accounts Receivable, net | 10 | |||||||
5. Inventories, net | 10 | |||||||
6. Investments in Unconsolidated Affiliates | 10 | |||||||
7. Accrued Expenses and Other Current Liabilities | 11 | |||||||
8. Debt Obligations | 12 | |||||||
9. Other Non-Current Liabilities | 13 | |||||||
10. Related Party Transactions | 13 | |||||||
11. Revenue | 14 | |||||||
12. Commitments and Contingencies | 16 | |||||||
13. Equity | 16 | |||||||
14. Segment Reporting | 17 | |||||||
15. Net Income per Common Unit | 19 | |||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | |||||||
Recent Developments | 21 | |||||||
Results of Operations | 24 | |||||||
Liquidity and Capital Resources | 28 | |||||||
Description of Indebtedness | 30 | |||||||
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 32 | |||||||
Item 4. Controls and Procedures | 33 | |||||||
PART II - OTHER INFORMATION | ||||||||
Item 1. Legal Proceedings | 34 | |||||||
Item 1A. Risk Factors | 34 | |||||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 34 | |||||||
Item 6. Exhibits | 34 | |||||||
SIGNATURE | 36 | |||||||
2
Table of Contents
Definitions
References to the “Partnership,” “Sunoco,” “we,” “us” and “our” refer to Sunoco LP and its consolidated subsidiaries. In addition, the following is a list of certain acronyms and terms used throughout this document:
| AOCI | accumulated other comprehensive income (loss) | |||||||
| Credit Facility | Sunoco LP's $1.50 billion revolving credit facility, which matures in June 2030 | |||||||
| Energy Transfer | Energy Transfer LP | |||||||
| ET-S Permian | ET-S Permian Holdings Company LP, a joint venture between Sunoco LP and Energy Transfer, which owns crude oil and water gathering pipelines and storage assets in the Permian Basin | |||||||
| Exchange Act | Securities Exchange Act of 1934, as amended | |||||||
| GAAP | accounting principles generally accepted in the United States of America | |||||||
| General Partner | Sunoco GP LLC, the general partner of Sunoco LP | |||||||
| IDRs | incentive distribution rights | |||||||
| J.C. Nolan | collectively, J.C. Nolan Terminal Co., LLC and J.C. Nolan Pipeline Co., LLC, both of which are joint ventures between Sunoco LP and Energy Transfer, which own a diesel fuel storage terminal in Midland, Texas and a 500-mile diesel fuel pipeline | |||||||
| LIFO | last-in, first-out | |||||||
| NuStar | NuStar Energy L.P. | |||||||
| NuStar Acquisition | acquisition of NuStar completed on May 3, 2024 | |||||||
| NuStar Logistics | NuStar Logistics L.P., a wholly owned subsidiary acquired in the NuStar Acquisition | |||||||
| Parkland | Parkland Corporation | |||||||
| SEC | Securities and Exchange Commission | |||||||
| TanQuid | TanQuid GmbH & Co. KG | |||||||
| West Texas Sale | sale of 204 convenience stores in West Texas, New Mexico and Oklahoma completed on April 16, 2024 | |||||||
3
Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
SUNOCO LP
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
(unaudited)
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories, net | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | |||||||||||
| Other assets: | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other non-current assets | |||||||||||
| Investments in unconsolidated affiliates | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accounts payable to affiliates | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Operating lease current liabilities | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease non-current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Advances from affiliates | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 12) | |||||||||||
| Equity: | |||||||||||
| Limited partners: | |||||||||||
Common unitholders ( | |||||||||||
Class C unitholders - held by subsidiaries ( | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
Table of Contents
SUNOCO LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per unit data)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Sales revenue | $ | $ | $ | $ | |||||||||||||||||||
| Service revenue | |||||||||||||||||||||||
| Lease revenue | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| COSTS AND EXPENSES: | |||||||||||||||||||||||
Cost of sales | |||||||||||||||||||||||
Operating expenses | |||||||||||||||||||||||
General and administrative | |||||||||||||||||||||||
Lease expense | |||||||||||||||||||||||
| (Gain) loss on disposal of assets and impairment charges | ( | ||||||||||||||||||||||
Depreciation, amortization and accretion | |||||||||||||||||||||||
| Total cost of sales and operating expenses | |||||||||||||||||||||||
| OPERATING INCOME | |||||||||||||||||||||||
| OTHER INCOME (EXPENSE): | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | |||||||||||||||||||||||
| Gain on West Texas Sale | |||||||||||||||||||||||
| Loss on extinguishment of debt | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ( | ( | ( | |||||||||||||||||||
| INCOME BEFORE INCOME TAXES | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| NET INCOME | |||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO PARTNERS | $ | $ | $ | $ | |||||||||||||||||||
| NET INCOME PER COMMON UNIT: | |||||||||||||||||||||||
Basic | $ | $ | $ | $ | |||||||||||||||||||
Diluted | $ | $ | $ | $ | |||||||||||||||||||
| WEIGHTED AVERAGE COMMON UNITS OUTSTANDING: | |||||||||||||||||||||||
Basic | |||||||||||||||||||||||
Diluted | |||||||||||||||||||||||
| CASH DISTRIBUTION PER COMMON UNIT | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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SUNOCO LP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in millions)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||||||||||||||
| Actuarial loss related to pension and other postretirement benefit plans | ( | ( | ( | ( | |||||||||||||||||||
| ( | ( | ||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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SUNOCO LP
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in millions)
(unaudited)
| Common Unitholders | AOCI | Total | |||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ||||||||||||||
| Cash distributions to unitholders, including incentive distributions | ( | ( | |||||||||||||||
| Non-cash unit-based compensation | |||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||
| Units issued in acquisition | |||||||||||||||||
| Other | ( | ||||||||||||||||
Net income | |||||||||||||||||
| Balance, March 31, 2025 | ( | ||||||||||||||||
Cash distributions to unitholders, including incentive distributions | ( | ( | |||||||||||||||
| Non-cash unit-based compensation | |||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||
| Units issued in acquisition | |||||||||||||||||
| Other | ( | ( | |||||||||||||||
Net income | |||||||||||||||||
| Balance, June 30, 2025 | $ | $ | ( | $ | |||||||||||||
| Common Unitholders | AOCI | Noncontrolling Interest | Total | ||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | |||||||||||||||||||
| Cash distributions to unitholders, including incentive distributions | ( | ( | |||||||||||||||||||||
| Non-cash unit-based compensation | |||||||||||||||||||||||
Net income | |||||||||||||||||||||||
| Balance, March 31, 2024 | |||||||||||||||||||||||
| Cash distributions to unitholders, including incentive distributions | ( | ( | ( | ||||||||||||||||||||
| Non-cash unit-based compensation | |||||||||||||||||||||||
| Other comprehensive loss, net of tax | ( | ( | |||||||||||||||||||||
| NuStar Acquisition | |||||||||||||||||||||||
| Preferred unit redemption | ( | ( | |||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
Net income | |||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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SUNOCO LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
(unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| OPERATING ACTIVITIES: | |||||||||||
| Net income | $ | $ | |||||||||
| Reconciliation of net income to net cash provided by operating activities: | |||||||||||
| Depreciation, amortization and accretion | |||||||||||
| Amortization of deferred financing fees | |||||||||||
| Loss on disposal of assets and impairment charges | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Gain on West Texas Sale | ( | ||||||||||
| Other non-cash, net | |||||||||||
| Non-cash unit-based compensation expense | |||||||||||
| Deferred income tax benefit | ( | ( | |||||||||
| Inventory valuation adjustments | ( | ( | |||||||||
| Equity in earnings of unconsolidated affiliates | ( | ( | |||||||||
| Distributions from unconsolidated affiliates | |||||||||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable, net | ( | ||||||||||
| Accounts receivable from affiliates | ( | ||||||||||
| Inventories, net | ( | ( | |||||||||
| Other assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accounts payable to affiliates | ( | ||||||||||
| Accrued expenses and other current liabilities | ( | ||||||||||
| Other non-current liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| INVESTING ACTIVITIES: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Cash paid for acquisitions | ( | ( | |||||||||
| NuStar Acquisition, net of cash received | |||||||||||
| Contributions to unconsolidated affiliates | ( | ||||||||||
| Distributions from unconsolidated affiliates in excess of cumulative earnings | |||||||||||
| Proceeds from West Texas Sale | |||||||||||
| Proceeds from disposal of property, plant and equipment | |||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| FINANCING ACTIVITIES: | |||||||||||
| Senior notes borrowings | |||||||||||
| Senior notes repayments | ( | ( | |||||||||
| GoZone bond repayment | ( | ||||||||||
| Credit Facility borrowings | |||||||||||
| Credit Facility repayments | ( | ( | |||||||||
| Loan origination costs | ( | ( | |||||||||
| Preferred units redemption | ( | ||||||||||
| Cash distributions to unitholders, including incentive distributions | ( | ( | |||||||||
| Cash distributions to noncontrolling interests | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Non-cash investing and financing activities: | |||||||||||
| Units issued in connection with NuStar Acquisition | $ | $ | |||||||||
| Units issued in connection with acquisitions | |||||||||||
| Lease assets obtained in exchange for new lease liabilities | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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SUNOCO LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts, except per unit data, are in millions)
(unaudited)
1.Organization and Principles of Consolidation
As used in this document, the terms “Partnership,” “Sunoco,” “we,” “us” or “our” should be understood to refer to Sunoco LP and its consolidated subsidiaries, unless the context clearly indicates otherwise.
We are a Delaware master limited partnership. We are managed by our General Partner, which is owned by Energy Transfer. As of June 30, 2025, Energy Transfer owned 100% of the limited liability company interests in our General Partner , 28,463,967 of our common units and all of our IDRs.
The consolidated financial statements include Sunoco LP, a publicly traded Delaware limited partnership, and its wholly owned subsidiaries. In the opinion of the Partnership’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with GAAP. All significant intercompany accounts and transactions have been eliminated in consolidation.
The operations of certain pipelines and terminals in which we own an undivided interest are proportionately consolidated in the accompanying consolidated financial statements.
2.Summary of Significant Accounting Policies
Interim Financial Statements
The accompanying interim consolidated financial statements have been prepared in accordance with GAAP. Pursuant to Regulation S-X, certain information and disclosures normally included in the annual consolidated financial statements have been condensed or omitted. The interim consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 14, 2025.
Significant Accounting Policies
As of June 30, 2025, there have been no changes in the Partnership's significant accounting policies from those described in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 14, 2025.
Motor Fuel and Sales Taxes
Certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for wholesale direct sales to dealers, distributors and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales.
For retail locations where the Partnership holds inventory, including commission agent locations, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $35 million and $41 million for the three months ended June 30, 2025 and 2024, respectively, and $64 million and $100 million for the six months ended June 30, 2025 and 2024, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in our consolidated statements of operations.
3.Acquisitions
Parkland Acquisition
On May 5, 2025, Sunoco and Parkland announced that the parties have entered into a definitive agreement whereby Sunoco plans to acquire all outstanding shares of Parkland in a cash and equity transaction (the "Parkland Acquisition") valued at approximately $9.1 billion as of the announcement date, including assumed debt.
As part of the transaction, Sunoco intends to repurpose and rename an existing subsidiary as SunocoCorp LLC (“SunocoCorp”) which will become a publicly traded entity classified as a corporation for U.S. federal income tax purposes, with SunocoCorp common units being traded on the New York Stock Exchange. SunocoCorp is expected to hold limited partnership units of Sunoco that are generally economically equivalent to Sunoco’s publicly traded 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.
Under the terms of the agreement, Parkland shareholders would receive 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
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transaction does 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.
The transaction is currently expected to close in the fourth quarter of 2025 upon the satisfaction of closing conditions, including customary regulatory and stock exchange listing approvals.
As a result of the pending acquisition, we recognized $8 million of merger-related expenses during the six months ended June 30, 2025, which are included in general and administrative expenses in our consolidated statement of operations.
TanQuid Acquisition
In March 2025, the Partnership entered into an agreement to acquire TanQuid for approximately €500 million (approximately $586 million as of June 30, 2025), including approximately €300 million of assumed debt. TanQuid owns and operates 15 fuel terminals in Germany and one fuel terminal in Poland. The transaction is expected to close in the second half of 2025, subject to customary closing conditions, and will be funded using cash on hand and amounts available under the Partnership's Credit Facility.
Other Acquisitions
In the first quarter of 2025, we acquired fuel equipment, motor fuel inventory and supply agreements in two separate transactions for total consideration of approximately $17 million. Aggregate consideration included $12 million in cash and 91,776 newly issued Sunoco LP common units, which had an aggregate acquisition-date fair value of approximately $5 million.
In the second quarter of 2025, we acquired a total of 151 fuel distribution consignment sites in three separate transactions for total consideration of approximately $105 million plus working capital. Aggregate consideration included $92 million in cash and 251,646 newly issued Sunoco LP common units which had an aggregate acquisition-date fair value of approximately $13 million.
These transactions were accounted for as asset acquisitions, and the purchase price was primarily allocated to inventories, property, plant and equipment and other non-current assets.
4.Accounts Receivable, net
Accounts receivable, net, consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Accounts receivable, trade | $ | $ | |||||||||
| Credit card receivables | |||||||||||
| Other receivables | |||||||||||
| Allowance for expected credit losses | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
5.Inventories, net
Fuel inventories are stated at the lower of cost or market using the LIFO method. As of June 30, 2025 and December 31, 2024, the Partnership’s fuel inventory balance included lower of cost or market reserves of $295 million and $316 million, respectively. For the three and six months ended June 30, 2025 and 2024, the Partnership’s consolidated statements of operations did not include any material amounts of income from the liquidation of LIFO fuel inventory. For the three months ended June 30, 2025 and 2024, the Partnership's cost of sales included unfavorable inventory valuation adjustments of $40 million and $32 million, respectively, which decreased net income. For the six months ended June 30, 2025 and 2024, the Partnership's cost of sales included favorable inventory valuation adjustments of $21 million and $98 million, respectively, which increased net income.
Inventories, net, consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Fuel | $ | $ | |||||||||
| Other | |||||||||||
| Inventories, net | $ | $ | |||||||||
6.Investments in Unconsolidated Affiliates
The carrying value of our investment in J.C. Nolan was $121 million and $123 million as of June 30, 2025 and December 31, 2024, respectively. For the three months ended June 30, 2025 and 2024, we recorded equity in earnings from J.C. Nolan of $1 million and $2 million, respectively. For the six months ended June 30, 2025 and 2024, we recorded equity in earnings from J.C. Nolan of $3 million and $4 million, respectively.
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The carrying value of our investment in ET-S Permian was $1.16 billion and $1.21 billion as of June 30, 2025 and December 31, 2024, respectively. We recorded equity in earnings from ET-S Permian of $30 million for the three months ended June 30, 2025 and $60 million for the six months ended June 30, 2025. ET-S Permian was formed in July 2024; therefore, our consolidated financial statements for the three and six months ended June 30, 2024 did not reflect any equity in earnings from this joint venture.
The following tables present selected balance sheet and income statement data for ET-S Permian:
| June 30, 2025 | December 31, 2024 | |||||||||||||
Current assets | $ | $ | ||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Current liabilities | $ | $ | ||||||||||||
| Non-current liabilities | ||||||||||||||
| Equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | |||||||||||||
Revenues (1) | $ | $ | ||||||||||||
| Operating income | ||||||||||||||
| Net income | ||||||||||||||
(1) Includes transactions with affiliates for the three and six months ended June 30, 2025 of $5.55 billion and $8.90 billion, respectively.
7.Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Wage and other employee-related accrued expenses | $ | $ | |||||||||
| Accrued tax expense | |||||||||||
| Accrued insurance expense | |||||||||||
| Accrued interest expense | |||||||||||
| Dealer deposits | |||||||||||
| Accrued environmental expense | |||||||||||
| Contract liabilities | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
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8.Debt Obligations
Our debt obligations consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Credit Facility | $ | $ | |||||||||
| GoZone Bonds | |||||||||||
| Lease-related financing obligations | |||||||||||
| Net unamortized premiums, discounts and fair value adjustments | |||||||||||
| Deferred debt issuance costs | ( | ( | |||||||||
| Total debt | |||||||||||
| Less: current maturities | |||||||||||
| Total long-term debt, net | $ | $ | |||||||||
March 2025 Senior Notes Offering and Redemption
In March 2025, the Partnership issued $1.00 billion aggregate principal amount of 6.250 % senior notes due 2033 in a private offering. These notes will mature on July 1, 2033 and interest is payable semi-annually on January 1 and July 1 of each year. The Partnership used the net proceeds from the private offering to repay its $600 million aggregate principal amount of 5.750 % senior notes due 2025 and to repay a portion of the outstanding borrowings under its Credit Facility.
GoZone Bonds
NuStar Logistics' obligations include revenue bonds issued by the Parish of St. James, Louisiana pursuant to the Gulf Opportunity Zone Act of 2005 (the “GoZone Bonds”).
As reflected in the table below, the holders of the Series 2008 and Series 2010B GoZone Bonds are required to tender their bonds at the applicable mandatory purchase date in exchange for 100% of the principal plus accrued and unpaid interest, after which these bonds may be remarketed with a new interest rate established. Each of the Series 2010 and Series 2010A GoZone Bonds is subject to redemption on or after June 1, 2030 by the Parish of St. James, at our option, in whole or in part, at a redemption price of 100% of the principal amount to be redeemed plus accrued and unpaid interest. Interest on the GoZone Bonds is payable semi-annually on June 1 and December 1 of each year. The previously outstanding $75 million principal amount of Series 2011 GoZone Bonds were repurchased on the mandatory purchase date of June 1, 2025 but were not remarketed.
The following table summarizes the GoZone Bonds outstanding as of June 30, 2025:
| Series | Date Issued | Amount Outstanding | Interest Rate | Mandatory Purchase Date | Optional Redemption Date | Maturity Date | ||||||||||||||||||||||||||||||||
| Series 2008 | $ | % | June 1, 2030 | n/a | ||||||||||||||||||||||||||||||||||
| Series 2010 | % | n/a | June 1, 2030 | |||||||||||||||||||||||||||||||||||
| Series 2010A | % | n/a | June 1, 2030 | |||||||||||||||||||||||||||||||||||
| Series 2010B | % | June 1, 2030 | n/a | |||||||||||||||||||||||||||||||||||
NuStar Logistics’ agreements with the Parish of St. James related to the GoZone Bonds contain: (i) customary restrictive covenants that limit the ability of NuStar Logistics and its subsidiaries to, among other things, create liens, enter into certain sale leaseback transactions, and engage in certain consolidations, mergers or asset sales; and (ii) a repurchase provision which
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provides that if we undergo a change of control that is followed by a ratings decline that occurs within 60 days of the change of control, then each holder may require the trustee, with funds provided by NuStar Logistics, to repurchase all or a portion of that holder’s GoZone Bonds at a price equal to 101 % of the aggregate principal amount repurchased, plus any accrued and unpaid interest. The Partnership and certain of its subsidiaries are guarantors to the agreements related to the GoZone Bonds.
Credit Facilities
The Partnership's $1.50 billion Credit Facility, which shall be increased to approximately $2.46 billion upon and subject to the Parkland Acquisition closing date, matures in June 2030, which date may be extended in accordance with the terms of the Credit Facility. The Credit Facility can be increased from time to time upon our written request, subject to certain conditions, up to an aggregate amount of $2.00 billion, or, on and after the Parkland Acquisition closing date, $3.50 billion. As of June 30, 2025, we had $206 million of outstanding borrowings on the Credit Facility and $51 million in standby letters of credit were outstanding. The unused availability on the Credit Facility as of June 30, 2025 was $1.24 billion. The weighted average interest rate on the total amount outstanding as of June 30, 2025 was 6.42 %. The Partnership was in compliance with all financial covenants as of June 30, 2025.
On May 16, 2025, the Credit Facility was amended, effective as of the Parkland Acquisition closing date, to, among other things, (i) increase the letter of credit sublimit from $100 million to $250 million, (ii) exclude Parkland and its subsidiaries from any requirement to provide a guarantee of the Obligations (as defined in the credit agreement) to the extent (x) such guarantee would not be permitted under any existing indebtedness of Parkland and its subsidiaries that remains outstanding after the Parkland Acquisition closing date or (y) such guarantee, if provided by a domestic subsidiary that is a direct or indirect subsidiary of a foreign subsidiary, could reasonably be expected to have material adverse tax consequences and (iii) permit the Partnership or any of its subsidiaries to incur (x) Parkland Acquisition bridge debt in an aggregate principal amount not to exceed $2.65 billion and (y) Parkland backstop bridge debt in an aggregate principal amount not to exceed $3.40 billion less reductions to such maximum amount as set forth in the credit agreement.
On June 17, 2025, the Credit Facility was amended to, among other things, (i) extend the maturity date of the revolving credit facility from May 3, 2029 to June 17, 2030, (ii) increase the aggregate principal amount of the revolving loan commitments from $1.50 billion to approximately $2.46 billion, upon and subject to the Parkland Acquisition closing date, (iii) increase the swingline sublimit on and after the Parkland Acquisition closing date from $100 million to $500 million, of which $250 million will be dedicated to swingline borrowings in Canadian Dollars and $250 million will be dedicated to swingline borrowings in U.S. Dollars, and (iv) add the ability to borrow revolving loans in Canadian Dollars.
Upon the closing of the NuStar Acquisition, the commitments under NuStar’s receivables financing agreement were reduced to zero during a suspension period, for which the period end has not been determined. As of June 30, 2025, this facility had no outstanding borrowings.
Fair Value of Debt
The aggregate estimated fair value and carrying amount of our consolidated debt obligations as of June 30, 2025 were $7.92 billion and $7.81 billion, respectively. As of December 31, 2024, the aggregate fair value and carrying amount of our consolidated debt obligations were $7.45 billion and $7.49 billion, respectively. The fair value of our consolidated debt obligations is a Level 2 valuation based on the respective debt obligations' observable inputs for similar liabilities.
9.Other Non-Current Liabilities
Other non-current liabilities consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Asset retirement obligations | $ | $ | |||||||||
| Accrued environmental expense, long-term | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
10.Related Party Transactions
We are party to fee-based commercial agreements with various affiliates of Energy Transfer for pipeline, terminalling and storage services. We also have agreements with subsidiaries of Energy Transfer for the purchase and sale of fuel. Additionally, under our partnership agreement, our General Partner does not receive a management fee or other compensation for its role as our general partner. However, our General Partner is reimbursed for all expenses incurred on our behalf. These expenses include shared service fees, as well as all other expenses necessary or appropriate to the conduct of our business that are allocable to us, as provided for in our partnership agreement. There is no cap on the amount that may be paid or reimbursed to our General Partner.
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Summary of Transactions
Related party transactions for the three and six months ended June 30, 2025 and 2024 were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Motor fuel sales to affiliates | $ | $ | $ | $ | |||||||||||||||||||
| Bulk fuel purchases from affiliates | |||||||||||||||||||||||
| Expense reimbursement | |||||||||||||||||||||||
Significant affiliate balances included on the consolidated balance sheets were as follows:
•Accounts payable to affiliates were $221 million and $199 million as of June 30, 2025 and December 31, 2024, respectively, which were attributable to operational expenses and bulk fuel purchases.
•Advances from affiliates were $77 million and $82 million as of June 30, 2025 and December 31, 2024, respectively, which were related to treasury services agreements with Energy Transfer.
11.Revenue
Disaggregation of Revenue
Revenues from our Fuel Distribution segment are derived from the sale of fuel, non-fuel and lease income. Fuel sales consist primarily of the sale of motor fuel under supply agreements with third-party customers and affiliates. Fuel supply contracts with our customers generally provide that we distribute motor fuel at a price based on a formula which includes published rates, volume-based profit margin and other terms specific to the agreement. The customer is invoiced the agreed-upon price with most payment terms ranging less than 30 days. If the consideration promised in a contract includes a variable amount, the Partnership estimates the variable consideration amount and factors in such estimate to determine the transaction price under the expected value method. Revenue is recognized under the motor fuel contracts at the point in time the customer takes control of the fuel. At the time control is transferred to the customer the sale is considered final, because the agreements do not grant customers the right to return motor fuel. To determine when control transfers to the customer, the shipping terms of the contract are assessed as a primary indicator of the transfer of control. For free on board shipping point terms, revenue is recognized at the time of shipment. The performance obligation with respect to the sale of goods is satisfied at the time of shipment since the customer gains control at this time under the terms. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Once the goods are shipped, the Partnership is precluded from redirecting the shipment to another customer and revenue is recognized. Non-fuel revenue includes merchandise revenue that comprises the in-store merchandise and food service sales at company-operated retail stores and other revenue such as credit card processing, car washes, lottery and other services. Lease revenue is derived from the leasing or subleasing of real estate used in the retail distribution of motor fuels.
Revenues from our Pipeline Systems segment are derived from interstate and intrastate pipeline transportation of refined products, crude oil and anhydrous ammonia and the applicable pipeline tariff on a per barrel basis for crude oil or refined products and on a per ton basis for ammonia.
Revenues from our Terminals segment include fees for tank storage agreements, under which a customer agrees to pay for a certain amount of storage in a tank over a period of time (storage terminal revenues) and throughput agreements, under which a customer pays a fee per barrel for volumes moving through our terminals (throughput terminal revenues). Our terminals also provide blending, additive injections, handling and filtering services for which we charge additional fees. Additionally, we lease certain of our storage tanks in exchange for a fixed fee, subject to an annual consumer price index adjustment. We recognized lease revenues from these leases of $12 million and $24 million for the three and six months ended June 30, 2025, respectively, which are included in “Service revenue” in our consolidated statement of operations.
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The following table depicts the disaggregation of revenue:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Fuel | $ | $ | $ | $ | |||||||||||||||||||
| Non-fuel | |||||||||||||||||||||||
| Lease income | |||||||||||||||||||||||
| Pipeline throughput | |||||||||||||||||||||||
| Terminal throughput | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
Contract Balances with Customers
The balances of the Partnership’s contract assets and contract liabilities as of June 30, 2025 and December 31, 2024 were as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Contract assets | $ | $ | |||||||||
| Accounts receivable from contracts with customers | |||||||||||
| Contract liabilities | |||||||||||
The following table summarizes the consolidated activity of our contract liabilities :
| Contract Liabilities | |||||
| Balance, December 31, 2024 | $ | ||||
| Additions | |||||
| Revenue recognized | ( | ||||
| Balance, June 30, 2025 | $ | ||||
| Contract Liabilities | |||||
| Balance, December 31, 2023 | $ | ||||
| NuStar Acquisition | |||||
| Zenith European terminals acquisition | |||||
| Additions | |||||
| Revenue recognized | ( | ||||
| Balance, June 30, 2024 | $ | ||||
Remaining Performance Obligations
The following table presents our estimated revenues from contracts with customers for remaining performance obligations that have not yet been recognized, representing our contractually committed revenue as of June 30, 2025.
| Remaining Performance Obligations | ||||||||
| (remaining) | $ | |||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Our contractually committed revenue, for purposes of the tabular presentation above, is generally limited to customer contracts that have fixed pricing and fixed volume terms and conditions, including contracts with payment obligations for minimum volume commitments.
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Costs to Obtain or Fulfill a Contract
The Partnership recognized amortization on capitalized costs incurred to obtain contracts of $10 million and $9 million for the three months ended June 30, 2025 and 2024, respectively, and $19 million and $17 million for the six months ended June 30, 2025 and 2024, respectively.
12.Commitments and Contingencies
Litigation
From time to time, the Partnership is involved in various legal proceedings and claims arising out of our operations in the normal course of business. Such proceedings are subject to the uncertainties inherent in any litigation, and we regularly assess the need for accounting recognition or disclosure of any related contingencies. We maintain liability insurance with insurers with coverage and deductibles management believes are reasonable and prudent. However, there can be no assurance that the levels of insurance protection currently in effect will continue to be available at reasonable prices or that such levels will be adequate to protect us from material expenses related to product liability, personal injury or property damage in the future. Based on currently available information, we believe it is unlikely that the outcome of known matters would have a material adverse impact on our financial condition, results of operations or cash flows.
New York Motor Fuel Excise Tax Audit
13.Equity
As of June 30, 2025, Energy Transfer and its subsidiaries owned 28,463,967 of our common units and the public owned 108,139,215 of our common units. As of June 30, 2025, our wholly owned subsidiaries owned all of the 16,410,780 Class C units representing limited partner interests in the Partnership.
Common Units
The change in our outstanding common units for the six months ended June 30, 2025 was as follows:
| Number of Units | |||||
Number of common units at December 31, 2024 | |||||
| Phantom unit vesting | |||||
| Units issued in acquisitions | |||||
Number of common units at June 30, 2025 | |||||
Cash Distributions
Our partnership agreement sets forth the calculation used to determine the amount and priority of cash distributions that the common unitholders receive.
Cash distributions paid or declared subsequent to December 31, 2024 were as follows:
| Limited Partners | ||||||||||||||||||||
| Payment Date | Per Unit Distribution | Total Cash Distribution | Distribution to IDR Holders | |||||||||||||||||
| February 19, 2025 | $ | $ | $ | |||||||||||||||||
| May 20, 2025 | ||||||||||||||||||||
| August 19, 2025 | ||||||||||||||||||||
Accumulated Other Comprehensive Income
The following table presents the components of AOCI, net of tax:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Foreign currency translation adjustment | $ | ( | $ | ( | |||||||
| Actuarial gains related to pensions and other postretirement benefits | |||||||||||
| Total AOCI included in partners’ capital, net of tax | $ | ( | $ | ||||||||
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14.Segment Reporting
Description of Segments
Our consolidated financial statements reflect three reportable segments: Fuel Distribution, Pipeline Systems and Terminals.
Fuel Distribution. Our Fuel Distribution segment supplies motor fuel to independently-operated dealer stations, distributors, commission agents and other consumers. Also included in our Fuel Distribution segment is lease income from properties that we lease or sublease, as well as the Partnership’s credit card services, franchise royalties and retail operations in Hawaii and New Jersey.
Pipeline Systems. Our Pipeline Systems segment includes an integrated pipeline and terminal network comprised of approximately 6,000 miles of refined product pipeline (including the pipeline of J.C. Nolan), approximately 6,000 miles of crude oil pipeline (including the pipeline of ET-S Permian), approximately 2,000 miles of ammonia pipeline and 67 terminals.
Terminals. Our Terminals segment is composed of four transmix processing facilities and 56 refined product terminals (two in Europe, six in Hawaii and 48 in the continental United States).
Segment Operating Results
We report Adjusted EBITDA by segment as a measure of segment performance. We define Adjusted EBITDA as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense, non-cash unit-based 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, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations. 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.
The following tables present financial information by segment for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Fuel Distribution | |||||||||||||||||||||||
| Revenues from external customers | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||
| Pipeline Systems | |||||||||||||||||||||||
| Revenues from external customers | |||||||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||
| Terminals | |||||||||||||||||||||||
| Revenues from external customers | |||||||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||
| Eliminations | ( | ( | ( | ( | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||
| Fuel Distribution | $ | $ | $ | $ | |||||||||||||||||||
| Pipeline Systems | ( | ( | |||||||||||||||||||||
| Terminals | |||||||||||||||||||||||
| Eliminations | ( | ( | ( | ( | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Operating and lease expenses, excluding non-cash unit-based compensation: | |||||||||||||||||||||||
| Fuel Distribution | $ | $ | $ | $ | |||||||||||||||||||
| Pipeline Systems | |||||||||||||||||||||||
| Terminals | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| General and administrative expenses, excluding non-cash unit-based compensation: | |||||||||||||||||||||||
| Fuel Distribution | $ | $ | $ | $ | |||||||||||||||||||
| Pipeline Systems | |||||||||||||||||||||||
| Terminals | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Other(1): | |||||||||||||||||||||||
| Fuel Distribution | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Pipeline Systems | ( | ( | ( | ( | |||||||||||||||||||
| Terminals | |||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
(1) Other includes Adjusted EBITDA from unconsolidated affiliates, unrealized gains and losses on commodity derivatives, inventory valuation adjustments and other less significant items, as applicable.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Segment Adjusted EBITDA: | |||||||||||||||||||||||
| Fuel Distribution | $ | $ | $ | $ | |||||||||||||||||||
| Pipeline Systems | |||||||||||||||||||||||
| Terminals | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Reconciliation of net income to Adjusted EBITDA: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation, amortization and accretion | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Non-cash unit-based compensation expense | |||||||||||||||||||||||
| (Gain) loss on disposal of assets and impairment charges | ( | ||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Unrealized (gains) losses on commodity derivatives | ( | ( | ( | ||||||||||||||||||||
| Inventory valuation adjustments | ( | ( | |||||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | ( | ( | ( | ( | |||||||||||||||||||
| Adjusted EBITDA related to unconsolidated affiliates | |||||||||||||||||||||||
| Gain on West Texas Sale | ( | ( | |||||||||||||||||||||
| Other non-cash adjustments | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Adjusted EBITDA (consolidated) | $ | $ | $ | $ | |||||||||||||||||||
| June 30, 2025 | December 31, 2024 | ||||||||||
| Assets: | |||||||||||
| Fuel Distribution | $ | $ | |||||||||
| Pipeline Systems | |||||||||||
| Terminals | |||||||||||
| Total segment assets | |||||||||||
| Other partnership assets | |||||||||||
| Total assets | $ | $ | |||||||||
15.Net Income per Common Unit
A reconciliation of the numerators and denominators of the basic and diluted net income per common unit computations is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Net income attributable to noncontrolling interests | |||||||||||||||||||||||
Incentive distribution rights | |||||||||||||||||||||||
Distributions on unvested phantom unit awards | |||||||||||||||||||||||
Common unitholders’ interest in net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common units outstanding: | |||||||||||||||||||||||
Basic | |||||||||||||||||||||||
| Dilutive effect of unvested phantom unit awards | |||||||||||||||||||||||
Diluted | |||||||||||||||||||||||
| Net income per common unit: | |||||||||||||||||||||||
Basic | $ | $ | $ | $ | |||||||||||||||||||
Diluted | $ | $ | $ | $ | |||||||||||||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Tabular dollar amounts, except per gallon data, are in millions)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and notes to consolidated financial statements included elsewhere in this report. Additional discussion and analysis related to the Partnership is contained in our Annual Report on Form 10-K, including the audited consolidated financial statements for the fiscal year ended December 31, 2024 included therein.
Adjusted EBITDA is a non-GAAP financial measure of performance that has limitations and should not be considered as a substitute for net income or other GAAP measures. Please see “Key Measures Used to Evaluate and Assess Our Business” below for a discussion of our use of Adjusted EBITDA in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a reconciliation to net income for the periods presented.
Cautionary Statement Regarding Forward-Looking Statements
Some of the information in this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 21E of the Exchange Act. All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Statements using words such as “believe,” “plan,” “could,” “expect,” “anticipate,” “intend,” “forecast,” “assume,” “estimate,” “continue,” “position,” “predict,” “project,” “goal,” “strategy,” “budget,” “potential,” “will” and other similar words or phrases are used to help identify forward-looking statements, although not all forward-looking statements contain such identifying words. Descriptions of our objectives, goals, targets, plans, strategies, costs, anticipated capital expenditures, expected cost savings and benefits are also forward-looking statements. These forward-looking statements are based on our current plans and expectations and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements, including:
•our ability to make, complete and integrate acquisitions from affiliates or third parties, including the ability to successfully integrate Parkland's business once the Parkland Acquisition is completed;
•business strategy and operations of Energy Transfer and its conflicts of interest with us;
•changes in the price of and demand for the motor fuel that we distribute and our ability to appropriately hedge any motor fuel we hold in inventory;
•our dependence on limited principal suppliers;
•competition in the wholesale motor fuel distribution and retail store industry;
•changing customer preferences for alternate fuel sources or improvement in fuel efficiency;
•volatility of fuel prices or a prolonged period of low fuel prices and the effects of actions by, or disputes among or between, oil producing countries with respect to matters related to the price or production of oil;
•any acceleration of the domestic and/or international transition to a low carbon economy as a result of the Inflation Reduction Act of 2022 or otherwise;
•the possibility of cyber and malware attacks;
•changes in our credit rating, as assigned by rating agencies;
•a deterioration in the credit and/or capital markets, including as a result of recent increases in cost of capital resulting from Federal Reserve policies and changes in financial institutions’ policies or practices concerning businesses linked to fossil fuels;
•general economic conditions, including sustained periods of inflation, supply chain disruptions, new, increased and reciprocal tariffs and associated central bank monetary policies;
•environmental, tax and other federal, state and local laws and regulations;
•changes to, and the application of, regulation of tariff rates and operational requirements related to our joint ventures’ and subsidiaries’ interstate and intrastate pipelines, including the impact on the raw materials;
•political and economic conditions and events in the U.S. and in foreign oil, natural gas and NGL producing countries, including embargoes, political and regulatory changes implemented by the Trump Administration, continued hostilities in the Middle East, including the Israel-Hamas conflict, and conflict with Iran, and other sustained military campaigns, the armed conflict in Ukraine and associated economic sanctions on Russia, conditions in South America, Central America and China and acts of terrorism or sabotage;
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•the fact that we are not fully insured against all risks incident to our business;
•dangers inherent in the storage and transportation of motor fuel;
•our ability to manage growth and/or control costs;
•the ability to successfully identify and consummate strategic acquisitions at purchase prices that are accretive to our financial results and to successfully integrate acquired businesses;
•our reliance on senior management, supplier trade credit and information technology; and
•our partnership structure, which may create conflicts of interest between us and our General Partner and its affiliates, and limits the fiduciary duties of our General Partner and its affiliates.
All forward-looking statements, expressed or implied, are expressly qualified in their entirety by the foregoing cautionary statements.
Many of the foregoing risks and uncertainties are, and will be, heightened by any further worsening of the global business and economic environment. New factors that could impact forward-looking statements emerge from time to time, and it is not possible for us to predict all such factors. Should one or more of the risks or uncertainties described or referenced in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025 or our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 8, 2025 occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements.
You should not put undue reliance on any forward-looking statements. When considering forward-looking statements, please review the risks described or referenced under the heading “Item 1A. Risk Factors” herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025 or from the risk factors set forth in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 8, 2025. The list of factors that could affect future performance and the accuracy of forward-looking statements is illustrative but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. The forward-looking statements included in this report are based on, and include, our estimates as of the filing of this report. We anticipate that subsequent events and market developments will cause our estimates to change. However, we specifically disclaim any obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q, except as required by law, even if new information becomes available in the future.
In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our structure as a limited partnership, our industry and our company could materially impact our future performance and results of operations.
Overview
As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the terms “Partnership,” “we,” “us” or “our” should be understood to refer to Sunoco LP and its consolidated subsidiaries, unless the context clearly indicates otherwise.
We are a Delaware master limited partnership primarily engaged in energy infrastructure and distribution of motor fuels in over 40 U.S. states, Puerto Rico, Europe and Mexico. Our midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 100 terminals. Our fuel distribution operations serve approximately 7,400 Sunoco and partner branded locations and additional independent dealers and commercial customers.
Recent Developments
Acquisitions
Parkland Acquisition
On May 5, 2025, Sunoco and Parkland announced that the parties have entered into a definitive agreement whereby Sunoco plans to acquire all outstanding shares of Parkland in a cash and equity transaction valued at approximately $9.1 billion as of the announcement date, including assumed debt.
As part of the transaction, Sunoco intends to repurpose and rename an existing subsidiary as SunocoCorp LLC (“SunocoCorp”) which will become a publicly traded entity classified as a corporation for U.S. federal income tax purposes, with SunocoCorp common units being traded on the New York Stock Exchange. SunocoCorp is expected to hold limited partnership units of Sunoco that are generally economically equivalent to Sunoco’s publicly traded 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
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SunocoCorp unitholders receive distributions on a per unit basis that are equivalent to the per unit distributions to Sunoco unitholders.
Under the terms of the agreement, Parkland shareholders would receive 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 does 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.
The transaction is currently expected to close in the fourth quarter of 2025 upon the satisfaction of closing conditions, including customary regulatory and stock exchange listing approvals.
TanQuid Acquisition
In March 2025, the Partnership entered into an agreement to acquire TanQuid for approximately €500 million (approximately $586 million as of June 30, 2025), including approximately €300 million of assumed debt. TanQuid owns and operates 15 fuel terminals in Germany and one fuel terminal in Poland. The transaction is expected to close in the second half of 2025, subject to customary closing conditions, and will be funded using cash on hand and amounts available under the Partnership's Credit Facility.
Other Acquisitions
In the first quarter of 2025, we acquired fuel equipment, motor fuel inventory and supply agreements in two separate transactions for total consideration of approximately $17 million. Aggregate consideration included $12 million in cash and 91,776 newly issued Sunoco LP common units, which had an aggregate acquisition-date fair value of approximately $5 million.
In the second quarter of 2025, we acquired a total of 151 fuel distribution consignment sites in three separate transactions for total consideration of approximately $105 million plus working capital. Aggregate consideration included $92 million in cash and 251,646 newly issued Sunoco LP common units which had an aggregate acquisition-date fair value of approximately $13 million.
Regulatory Update
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA permanently reinstates 100% bonus depreciation on qualified property and modifies the calculation of the business interest expense limitation for U.S. federal income tax purposes. We anticipate the OBBBA will defer the payment of a significant portion of the Partnership's corporate subsidiaries’ U.S. federal income taxes in future periods. All effects of changes in tax law are recognized in the consolidated financial statements during the period of enactment. As such, the effects of the OBBBA are not reflected in our provision for income taxes as of and for the three and six months ended June 30, 2025. However, because the income tax provisions of the Partnership's corporate subsidiaries include both current and deferred income taxes, we currently do not anticipate a significant impact to the Partnership's overall income tax expense in future periods.
Interstate Common Carrier Regulation
Liquids pipelines transporting in interstate commerce are regulated by the Federal Energy Regulatory Commission (“FERC”) as common carriers under the Interstate Commerce Act (“ICA”). Under the ICA, the FERC utilizes an indexing rate methodology which, as currently in effect, allows common carriers to change their rates within prescribed ceiling levels that are tied to changes in the Producer Price Index for Finished Goods, or PPI-FG. Many existing pipelines utilize the FERC liquids index to change transportation rates annually. The indexing methodology is applicable to existing rates, with the exclusion of market-based rates. The FERC’s indexing methodology is subject to review every five years.
On December 17, 2020, FERC issued an order establishing a new index of PPI-FG plus 0.78%. The FERC received requests for rehearing of its December 17, 2020 order and on January 20, 2022, granted rehearing and modified the oil index. Specifically, for the five-year period commencing July 1, 2021 and ending June 30, 2026, FERC-regulated liquids pipelines charging indexed rates are permitted to adjust their indexed ceilings annually by PPI-FG minus 0.21%. FERC directed liquids pipelines to recompute their ceiling levels for July 1, 2021 through June 30, 2022, as well as the ceiling levels for the period July 1, 2022 to June 30, 2023, based on the new index level. Where an oil pipeline’s filed rates exceed its ceiling levels, FERC ordered such oil pipelines to reduce the rate to bring it into compliance with the recomputed ceiling level to be effective March 1, 2022. Some parties sought rehearing of the January 20 order with FERC, which was denied by FERC on May 6, 2022. Certain parties appealed the January 20 and May 6 orders. On July 26, 2024, the D.C. Circuit ruled in LEPA v. FERC that FERC violated the Administrative Procedure Act because the January 20 order modified the index without following notice and comment. As a result, the D.C. Circuit vacated the January 20 order and on September 17, 2024, the Commission reinstated the index level established by its original December 17 order, directed pipelines to file an informational filing to show their recomputed ceiling levels reflecting the reinstated index level and stated that pipelines may file to prospectively increase their indexed rates to their recomputed levels. On October 17,
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2024, FERC issued a Supplemental Notice of Proposed Rulemaking (“Supplemental NOPR”) that proposes a reduction to the currently effective index by one percent. The Supplemental NOPR, which remains pending before FERC, could result in the reimplementation through a notice-and-comment rulemaking of the same rulings that were vacated by the D.C. Circuit in LEPA v. FERC.
On October 20, 2022, the FERC issued a policy statement on the Standard Applied to Complaints Against Oil Pipeline Index Rate Changes to establish guidelines regarding how the FERC will evaluate shipper complaints against oil pipeline index rate increases. Specifically, the policy statement adopted the proposal in the FERC’s earlier Notice of Inquiry issued on March 25, 2020 to eliminate the “Substantially Exacerbate Test” as the preliminary screen applied to complaints against index rate increases and instead adopt the proposal to apply the “Percentage Comparison Test” as the preliminary screen for both protests and complaints against index rate increases. At this time, we cannot determine the effect of a change in the FERC’s preliminary screen for complaints against index rate changes; however, a revised screen would result in a threshold aligned with the existing threshold for protests against index rate increases. Any complaint or protest raised by a shipper could materially and adversely affect our financial condition, results of operations or cash flows.
Key Measures Used to Evaluate and Assess Our Business
Management uses a variety of financial measurements to analyze business performance, including the following key measures:
•Adjusted EBITDA. Adjusted EBITDA, as used throughout this document, is defined as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense, non-cash unit-based 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, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations. 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.
Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP, read “Key Operating Metrics and Results of Operations” below.
We believe Adjusted EBITDA is useful to investors in evaluating our operating performance because:
•Adjusted EBITDA is used as a performance measure under our Credit Facility;
•securities analysts and other interested parties use Adjusted EBITDA as a measure of financial performance; and
•our management uses Adjusted EBITDA for internal planning purposes, including aspects of our consolidated operating budget and capital expenditures.
Adjusted EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income as a measure of operating performance. Adjusted EBITDA has limitations as an analytical tool, and one should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:
•it does not reflect interest expense or the cash requirements necessary to service interest or principal payments on our 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 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.
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Results of Operations
Consolidated Results
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA: | |||||||||||||||||||||||||||||||||||
| Fuel Distribution | $ | 206 | $ | 245 | $ | (39) | $ | 426 | $ | 463 | $ | (37) | |||||||||||||||||||||||
| Pipeline Systems | 177 | 53 | 124 | 349 | 53 | 296 | |||||||||||||||||||||||||||||
| Terminals | 71 | 22 | 49 | 137 | 46 | 91 | |||||||||||||||||||||||||||||
| Adjusted EBITDA (consolidated) | $ | 454 | $ | 320 | $ | 134 | $ | 912 | $ | 562 | $ | 350 | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
| Reconciliation of net income to Adjusted EBITDA: | |||||||||||||||||||||||||||||||||||
| Net income | $ | 86 | $ | 501 | $ | (415) | $ | 293 | $ | 731 | $ | (438) | |||||||||||||||||||||||
| Depreciation, amortization and accretion | 154 | 78 | 76 | 310 | 121 | 189 | |||||||||||||||||||||||||||||
| Interest expense, net | 123 | 95 | 28 | 244 | 158 | 86 | |||||||||||||||||||||||||||||
| Non-cash unit-based compensation expense | 5 | 4 | 1 | 9 | 8 | 1 | |||||||||||||||||||||||||||||
| (Gain) loss on disposal of assets and impairment charges | (2) | 52 | (54) | 1 | 54 | (53) | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 17 | 2 | 15 | 19 | 2 | 17 | |||||||||||||||||||||||||||||
| Unrealized (gains) losses on commodity derivatives | (7) | (6) | (1) | (8) | 7 | (15) | |||||||||||||||||||||||||||||
| Inventory valuation adjustments | 40 | 32 | 8 | (21) | (98) | 77 | |||||||||||||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | (31) | (2) | (29) | (63) | (4) | (59) | |||||||||||||||||||||||||||||
| Adjusted EBITDA related to unconsolidated affiliates | 51 | 3 | 48 | 101 | 6 | 95 | |||||||||||||||||||||||||||||
| Gain on West Texas Sale | — | (598) | 598 | — | (598) | 598 | |||||||||||||||||||||||||||||
| Other non-cash adjustments | 11 | 10 | 1 | 22 | 19 | 3 | |||||||||||||||||||||||||||||
| Income tax expense | 7 | 149 | (142) | 5 | 156 | (151) | |||||||||||||||||||||||||||||
| Adjusted EBITDA (consolidated) | $ | 454 | $ | 320 | $ | 134 | $ | 912 | $ | 562 | $ | 350 | |||||||||||||||||||||||
Net Income. For the three and six months ended June 30, 2025 compared to the same periods last year, net income decreased primarily due to a $598 million gain on the West Texas Sale in April 2024, as well as increases in interest expense and losses on extinguishment of debt. These decreases were partially offset by an increase in operating income, primarily driven by higher Adjusted EBITDA offset by increased depreciation, amortization and accretion, as well as higher equity in earnings of unconsolidated affiliates. These increases and decreases are discussed further below.
Adjusted EBITDA (consolidated). For the three and six months ended June 30, 2025 compared to the same periods last year, Adjusted EBITDA increased primarily due to an increase in total segment profit of $11 million and $235 million, respectively, excluding unrealized gains and losses on commodity derivatives and inventory valuation adjustments, primarily related to the acquisitions of NuStar and Zenith European terminals, an increase in Adjusted EBITDA related to unconsolidated affiliates of $48 million and $95 million, respectively, and decreases in operating costs (including operating expenses, general and administrative expenses and lease expense) of $71 million and $15 million, respectively, primarily due to a decrease in general and administrative expenses related to one-time NuStar Acquisition costs in 2024, partially offset by increases in operating expenses.
Additional discussion on the changes impacting net income and comprehensive income (loss) and Adjusted EBITDA for the three and six months ended June 30, 2025 compared to the same periods last year is available below and in “Segment Operating Results.”
Depreciation, Amortization and Accretion. For the three and six months ended June 30, 2025 compared to the same periods last year, depreciation, amortization and accretion increased primarily due to additional depreciation and amortization from assets recently placed in service and from recent acquisitions.
Interest Expense, net. For the three months ended June 30, 2025 compared to the same period last year, interest expense increased primarily due to an increase in average total long-term debt, including debt assumed in the NuStar Acquisition.
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(Gain) Loss on Disposal of Assets and Impairment Charges. For the three and six months ended June 30, 2024 loss on disposal of assets and impairment charges primarily related to the termination of a lease in June 2024.
Loss on Extinguishment of Debt. For the three and six months ended June 30, 2025, loss on extinguishment of debt was primarily due to the termination of bridge financing related to the pending Parkland acquisition.
Unrealized (Gains) Losses on Commodity Derivatives. The unrealized gains and losses on our commodity derivatives represent the changes in fair value of our commodity derivatives. The change in unrealized gains and losses between periods is impacted by the notional amounts and commodity price changes on our commodity derivatives. Additional information on commodity derivatives is included in “Item 3. Quantitative and Qualitative Disclosures about Market Risk” below.
Inventory Valuation Adjustments. Inventory valuation adjustments represent changes in lower of cost or market reserves using the LIFO method on the Partnership’s inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period. For the three months ended June 30, 2025 and 2024, the Partnership's cost of sales included unfavorable inventory valuation adjustments of $40 million and $32 million, respectively, which decreased net income. For the six months ended June 30, 2025 and 2024, the Partnership's cost of sales included favorable inventory valuation adjustments of $21 million and $98 million, respectively, which increased net income.
Adjusted EBITDA Related to Unconsolidated Affiliates and Equity in Earnings of Unconsolidated Affiliates. For the three and six months ended June 30, 2025, the increase in the amounts reported related to unconsolidated affiliates was primarily due to the formation of ET-S Permian effective July 1, 2024.
Gain on West Texas Sale. The gain on West Texas Sale relates to the gain recognized by Sunoco LP upon completion of the sale of convenience stores to 7-Eleven Inc. in April 2024.
Income Tax Expense. For the three and six months ended June 30, 2025 compared to the same periods last year, income tax expense decreased primarily due to a taxable gain recognized by a corporate subsidiary on the West Texas Sale in April 2024.
Supplemental Information on Unconsolidated Affiliates
The following table presents financial information related to unconsolidated affiliates:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | |||||||||||||||||||||||||||||||||||
| J.C. Nolan | $ | 1 | $ | 2 | $ | (1) | $ | 3 | $ | 4 | $ | (1) | |||||||||||||||||||||||
| ET-S Permian | 30 | — | 30 | 60 | — | 60 | |||||||||||||||||||||||||||||
| Total equity in earnings of unconsolidated affiliates | $ | 31 | $ | 2 | $ | 29 | $ | 63 | $ | 4 | $ | 59 | |||||||||||||||||||||||
Adjusted EBITDA related to unconsolidated affiliates(1): | |||||||||||||||||||||||||||||||||||
| J.C. Nolan | $ | 3 | $ | 3 | $ | — | $ | 6 | $ | 6 | $ | — | |||||||||||||||||||||||
| ET-S Permian | 48 | — | 48 | 95 | — | 95 | |||||||||||||||||||||||||||||
| Total Adjusted EBITDA related to unconsolidated affiliates | $ | 51 | $ | 3 | $ | 48 | $ | 101 | $ | 6 | $ | 95 | |||||||||||||||||||||||
| Distributions received from unconsolidated affiliates: | |||||||||||||||||||||||||||||||||||
| J.C. Nolan | $ | 3 | $ | 3 | $ | — | $ | 5 | $ | 4 | $ | 1 | |||||||||||||||||||||||
| ET-S Permian | 43 | — | 43 | 159 | — | 159 | |||||||||||||||||||||||||||||
| Total distributions received from unconsolidated affiliates | $ | 46 | $ | 3 | $ | 43 | $ | 164 | $ | 4 | $ | 160 | |||||||||||||||||||||||
(1)These amounts represent our proportionate share of the Adjusted EBITDA of our unconsolidated affiliates and are based on our equity in earnings or losses of our unconsolidated affiliates adjusted for our proportionate share of the unconsolidated affiliates’ interest, depreciation, amortization, accretion, non-cash items and taxes.
Segment Operating Results
We evaluate segment performance based on Segment Adjusted EBITDA, which we believe is an important performance measure of the core profitability of our operations. This measure represents the basis of our internal financial reporting and is one of the performance measures used by senior management in deciding how to allocate capital resources among business segments.
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The following tables identify the components of Segment Adjusted EBITDA, which is calculated as follows:
•Segment profit, operating expenses and selling, general and administrative expenses. These amounts represent the amounts included in our consolidated financial statements that are attributable to each segment.
•Adjusted EBITDA related to unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliate as those excluded from the calculation of Segment 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 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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
| Fuel Distribution segment profit | $ | 262 | $ | 304 | $ | (42) | $ | 623 | $ | 721 | $ | (98) | |||||||||||||||||||||||
| Pipeline Systems segment profit | 183 | 172 | 11 | 357 | 173 | 184 | |||||||||||||||||||||||||||||
| Terminals segment profit | 124 | 89 | 35 | 242 | 155 | 87 | |||||||||||||||||||||||||||||
| Total segment profit | 569 | 565 | 4 | 1,222 | 1,049 | 173 | |||||||||||||||||||||||||||||
| Depreciation, amortization and accretion, excluding corporate and other | 153 | 77 | 76 | 309 | 120 | 189 | |||||||||||||||||||||||||||||
| Gross profit | $ | 416 | $ | 488 | $ | (72) | $ | 913 | $ | 929 | $ | (16) | |||||||||||||||||||||||
In addition, for the Fuel Distribution segment, the following sections include information on the components of segment profit by sales type, which components are included in order to provide additional disaggregated information to facilitate the analysis of segment profit and Segment Adjusted EBITDA. These components of segment profit are calculated consistent with the calculation of segment profit; therefore, these components also exclude charges for depreciation, amortization and accretion.
Fuel Distribution
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
| Motor fuel gallons sold (millions) | 2,188 | 2,189 | (1) | 4,275 | 4,289 | (14) | |||||||||||||||||||||||||||||
Motor fuel profit cents per gallon(1) | 10.5 | ¢ | 11.8 | ¢ | (1.3) | ¢ | 11.0 | ¢ | 11.4 | ¢ | (0.4) | ¢ | |||||||||||||||||||||||
| Fuel profit | $ | 191 | $ | 230 | $ | (39) | $ | 488 | $ | 574 | $ | (86) | |||||||||||||||||||||||
| Non-fuel profit | 41 | 44 | (3) | 76 | 79 | (3) | |||||||||||||||||||||||||||||
| Lease profit | 30 | 30 | — | 59 | 68 | (9) | |||||||||||||||||||||||||||||
| Fuel Distribution segment profit | $ | 262 | $ | 304 | $ | (42) | $ | 623 | $ | 721 | $ | (98) | |||||||||||||||||||||||
| Expenses | $ | 102 | $ | 96 | $ | 6 | $ | 196 | $ | 207 | $ | (11) | |||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 206 | $ | 245 | $ | (39) | $ | 426 | $ | 463 | $ | (37) | |||||||||||||||||||||||
(1) Excludes the impact of inventory valuation adjustments consistent with the definition of Adjusted EBITDA.
Volumes. For the three and six months ended June 30, 2025 compared to the same periods last year, volumes decreased primarily due to the sale of assets in West Texas (the “West Texas Sale”) in April 2024, partially offset by volume increases from investment and profit optimization.
Segment Adjusted EBITDA. For the three months ended June 30, 2025 compared to the same period last year, Segment Adjusted EBITDA related to our Fuel Distribution segment decreased due to the net impact of the following:
•a decrease of $29 million due to lower profit per gallon; and
•an increase of $6 million in expenses primarily due to the pending Parkland acquisition.
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For the six months ended June 30, 2025 compared to the same period last year, Segment Adjusted EBITDA related to our Fuel Distribution segment decreased due to the net impact of the following:
•a decrease of $32 million related to a decrease in gallons sold due to the West Texas Sale and a decrease in profit per gallon;
•a decrease of $9 million in lease profit due to the West Texas Sale; and
•an increase in general and administrative expenses of $3 million due to the pending Parkland acquisition; partially offset by
•a decrease in operating expenses of $10 million primarily due to the West Texas Sale and lower allocated overhead.
Pipeline Systems
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
| Pipelines throughput (thousand barrels per day) | 1,231 | 1,264 | (33) | 1,244 | 632 | 612 | |||||||||||||||||||||||||||||
| Pipeline Systems segment profit | $ | 183 | $ | 172 | $ | 11 | $ | 357 | $ | 173 | $ | 184 | |||||||||||||||||||||||
| Expenses | $ | 58 | $ | 121 | $ | (63) | $ | 112 | $ | 124 | $ | (12) | |||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 177 | $ | 53 | $ | 124 | $ | 349 | $ | 53 | $ | 296 | |||||||||||||||||||||||
Volumes. For the three months ended June 30, 2025 compared to the same period last year, throughput volumes decreased primarily due to the contribution of assets to ET-S Permian in July 2024. For the six months ended June 30, 2025 compared to the same period last year, throughput volumes increased primarily due to recently acquired assets.
Segment Adjusted EBITDA. For the three months ended June 30, 2025 compared to the same period last year, Segment Adjusted EBITDA related to our Pipeline Systems segment increased due to the net impact of the following:
•an $11 million increase in segment profit comprised of a $61 million increase from the timing of the acquisition of NuStar, which occurred on May 3, 2024 and therefore is only reflected for two months in the prior period, partially offset by a $50 million decrease from the deconsolidation of certain of NuStar’s assets in connection with the formation of ET-S Permian effective July 1, 2024;
•a $48 million increase in Adjusted EBITDA related to the formation of ET-S Permian; and
•a $65 million decrease in operating costs primarily due to a decrease in general and administrative expenses related to one-time NuStar acquisition expenses incurred in 2024. This decrease was partially offset by an increase in operating expenses from the timing of the acquisition of NuStar, which occurred on May 3, 2024 and therefore is only reflected for two months in the prior period and for which the impact was partially offset by a decrease of $6 million from the deconsolidation of certain NuStar assets in connection with the formation of ET-S Permian effective July 1, 2024.
For the six months ended June 30, 2025 compared to the same period last year, Segment Adjusted EBITDA related to our Pipeline Systems segment increased due to the net impact of the following:
•a $184 million increase in segment profit comprised of a $234 million increase from the timing of the acquisition of NuStar, which occurred on May 3, 2024 and therefore is only reflected for two months in the prior period, partially offset by a $50 million decrease from the deconsolidation of certain of NuStar’s assets in connection with the formation of ET-S Permian effective July 1, 2024;
•a $95 million increase in Adjusted EBITDA related to the formation of ET-S Permian; and
•a $16 million decrease in operating costs primarily due to a decrease in general and administrative expenses related to one-time NuStar acquisition expenses incurred in 2024. This decrease was partially offset by an increase in operating expenses from the timing of the acquisition of NuStar, which occurred on May 3, 2024 and therefore is only reflected for two months in the prior period and for which the impact was partially offset by a decrease of $6 million from the deconsolidation of certain NuStar assets in connection with the formation of ET-S Permian effective July 1, 2024.
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Terminals
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||
| Throughput (thousand barrels per day) | 692 | 638 | 54 | 656 | 531 | 125 | |||||||||||||||||||||||||||||
| Terminals segment profit | $ | 124 | $ | 89 | $ | 35 | $ | 242 | $ | 155 | $ | 87 | |||||||||||||||||||||||
| Expenses | $ | 54 | $ | 68 | $ | (14) | $ | 104 | $ | 96 | $ | 8 | |||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 71 | $ | 22 | $ | 49 | $ | 137 | $ | 46 | $ | 91 | |||||||||||||||||||||||
Volumes. For the three and six months ended June 30, 2025 compared to the same periods last year, volumes increased due to recently acquired assets.
Segment Adjusted EBITDA. For the three months ended June 30, 2025 compared to the same period last year, Segment Adjusted EBITDA related to our Terminals segment increased due to the net impact of the following:
•a $33 million increase in segment profit (excluding inventory valuation adjustments) primarily due to the timing of the acquisition of NuStar, which occurred on May 3, 2024 and therefore is only reflected for two months in the prior period; and
•a $14 million decrease in operating costs primarily due to a decrease in general and administrative expenses related to one-time NuStar acquisition expenses incurred in 2024. This decrease was partially offset by an increase in operating expenses from the timing of the acquisition of NuStar on May 3, 2024 and therefore is only reflected for two months in the prior period.
For the six months ended June 30, 2025 compared to the same period last year, Segment Adjusted EBITDA related to our Terminals segment increased due to the net impact of the following:
•a $97 million increase in segment profit (excluding inventory valuation adjustments) due to the acquisition of NuStar and Zenith European terminals; partially offset by
•an $7 million increase in operating costs primarily due to an increase in operating expenses from the timing of the acquisition of NuStar on May 3, 2024. This increase was partially offset by a decrease in general and administrative expenses related to one-time NuStar acquisition expenses incurred in 2024.
Liquidity and Capital Resources
Liquidity
Our principal liquidity requirements are to finance current operations, to fund capital expenditures, including acquisitions from time to time, to service our debt and to make distributions. We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our Credit Facility and the issuance of additional long-term debt or partnership units as appropriate given market conditions. We expect that these sources of funds will be adequate to provide for our short-term and long-term liquidity needs.
Our ability to meet our debt service obligations and other capital requirements, including capital expenditures and acquisitions, will depend on our future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions. In addition, any of the risks described or referenced under the heading “Item 1A. Risk Factors” herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024 may also significantly impact our liquidity.
As of June 30, 2025, we had $116 million of cash and cash equivalents on hand and borrowing capacity of $1.24 billion on our Credit Facility. The Partnership was in compliance with all financial covenants at June 30, 2025. Based on our current estimates, we expect to utilize capacity under the Credit Facility, along with cash from operations, to fund our announced growth capital expenditures and working capital needs for 2025; however, we may issue debt or equity securities as we deem prudent to provide liquidity for new capital projects or other partnership purposes.
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Cash Flows
Our cash flows may change in the future due to a number of factors, some of which we cannot control. These factors include regulatory changes, the price of products and services, the demand for such products and services, margin requirements resulting from significant changes in commodity prices, operational risks, the successful integration of our acquisitions and other factors.
Operating Activities
Changes in cash flows from operating activities between periods primarily result from changes in earnings, excluding the impacts of non-cash items and changes in operating assets and liabilities (net of effects of acquisitions and divestitures). Non-cash items include recurring non-cash expenses, such as depreciation, amortization and accretion expense and non-cash unit-based compensation expense. Cash flows from operating activities also differ from earnings as a result of non-cash charges that may not be recurring, such as impairment charges. Our daily working capital requirements fluctuate within each month, primarily in response to the timing of payments for motor fuels, motor fuels tax and rent.
Six months ended June 30, 2025 compared to six months ended June 30, 2024. Net cash provided by operating activities during 2025 was $399 million compared to $216 million for 2024, and net income was $293 million for 2025 and $731 million for 2024. The difference between net income and net cash provided by operating activities for the six months ended June 30, 2025 primarily consisted of net changes in operating assets and liabilities of $296 million, non-cash items totaling $285 million. Net income also included equity in earnings of unconsolidated affiliates of $63 million and $4 million in 2025 and 2024, respectively, while cash provided by operating activities included cash distributions received from unconsolidated affiliates that are deemed to be paid from cumulative earnings, which distributions were $117 million in 2025.
The non-cash activity in 2025 and 2024 consisted primarily of depreciation, amortization and accretion of $310 million and $121 million, respectively, non-cash unit-based compensation expense of $9 million and $8 million, respectively, favorable inventory valuation adjustments of $21 million and $98 million, respectively, loss on extinguishment of debt of $19 million and $2 million, respectively, loss on disposal of assets and impairment charges of $1 million and $54 million, respectively, amortization of deferred financing fees of $8 million and $6 million, respectively, and deferred income tax benefit of $6 million and $64 million, respectively.
Investing Activities
Cash flows from investing activities primarily consist of capital expenditures, cash contributions to unconsolidated affiliates, cash amounts paid for acquisitions and cash proceeds from the sale or disposal of assets. Changes in capital expenditures between periods primarily result from increases or decreases in our growth capital expenditures to fund our construction and expansion projects.
Six months ended June 30, 2025 compared to six months ended June 30, 2024. Net cash used in investing activities during 2025 was $350 million compared to net cash provided by investing activities of $727 million in 2024. Capital expenditures for 2025 were $261 million compared to $111 million for 2024. In 2025, we paid $104 million in cash for the acquisitions of fuel equipment, motor fuel inventory, supply agreements and fuel distribution consignment sites. In 2024, we paid $185 million in cash for the acquisition of Zenith European terminals, received $27 million in cash from the NuStar Acquisition and received $990 million in cash proceeds from the West Texas Sale. Proceeds from disposal of property, plant and equipment were $8 million and $2 million for 2025 and 2024, respectively.
In 2025, we paid $40 million in cash contributions to unconsolidated affiliates. Distributions from unconsolidated affiliates in excess of cumulative earnings were $47 million and $4 million for 2025 and 2024, respectively.
Financing Activities
Changes in cash flows from financing activities between periods primarily result from changes in the levels of borrowings and equity issuances, which are primarily used to fund our acquisitions and growth capital expenditures. Distributions increase between the periods based on increases in the number of common units outstanding or increases in the distribution rate.
Six months ended June 30, 2025 compared to six months ended June 30, 2024. Net cash used in financing activities during 2025 was $27 million compared to $746 million in 2024.
During the six months ended June 30, 2025, we:
•borrowed $1.00 billion and repaid $620 million in senior notes;
•borrowed $1.54 billion and repaid $1.53 billion under the Credit Facility;
•repurchased $75 million principal amount of Series 2011 GoZone Bonds;
•paid $13 million in loan origination costs; and
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•paid $322 million in distributions to our unitholders, of which $127 million was paid to Energy Transfer.
During the six months ended June 30, 2024, we:
•borrowed $1.50 billion and repaid $405 million in senior notes;
•borrowed $1.24 billion and repaid $2.02 billion under the Credit Facility;
•paid $19 million in loan origination costs;
•redeemed $784 million of preferred units;
•paid $249 million in distributions to our unitholders, of which $104 million was paid to Energy Transfer; and
•paid $8 million in distributions to noncontrolling interests.
We intend to pay cash distributions to the holders of our common units and Class C units representing limited partner interests in the Partnership on a quarterly basis, to the extent we have sufficient cash from our operations after establishment of cash reserves and payment of fees and expenses, including payments to our General Partner and its affiliates. Class C unitholders receive distributions at a fixed rate equal to $0.8682 per quarter for each Class C unit outstanding. There is no guarantee that we will pay a distribution on our units. In July 2025, we declared a quarterly distribution of $0.9088 per common unit, which will result in the payment of approximately $124 million to common unitholders and $41 million to the IDR holders. The declared distribution will be paid on August 19, 2025 to unitholders of record on August 8, 2025.
Capital Expenditures
For the six months ended June 30, 2025, total capital expenditures on an accrual basis were $261 million, which included $195 million for growth capital and $66 million for maintenance capital. This includes the Partnership's proportionate share of capital expenditures related to its investments in ET-S Permian and J.C. Nolan of $33 million for growth capital and $4 million for maintenance capital.
We currently expect to spend approximately $150 million in maintenance capital expenditures and at least $400 million in growth capital for the full year 2025. These amounts include the Partnership's proportionate share for joint ventures.
Description of Indebtedness
As of the dates set forth below, our outstanding consolidated indebtedness was as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Credit Facility | $ | 206 | $ | 203 | |||||||
5.750% senior notes due 2025 | — | 600 | |||||||||
6.000% senior notes due 2026 (1) | 500 | 500 | |||||||||
6.000% senior notes due 2027 | 600 | 600 | |||||||||
5.625% senior notes due 2027 | 550 | 550 | |||||||||
5.875% senior notes due 2028 | 400 | 400 | |||||||||
7.000% senior notes due 2028 | 500 | 500 | |||||||||
| 4.500% senior notes due 2029 | 800 | 800 | |||||||||
| 7.000% senior notes due 2029 | 750 | 750 | |||||||||
| 4.500% senior notes due 2030 | 800 | 800 | |||||||||
| 6.375% senior notes due 2030 | 600 | 600 | |||||||||
| 7.250% senior notes due 2032 | 750 | 750 | |||||||||
| 6.250% senior notes due 2033 | 1,000 | — | |||||||||
| GoZone Bonds | 247 | 322 | |||||||||
| Lease-related financing obligations | 131 | 132 | |||||||||
| Net unamortized premiums, discounts and fair value adjustments | 16 | 16 | |||||||||
| Deferred debt issuance costs | (45) | (37) | |||||||||
| Total debt | 7,805 | 7,486 | |||||||||
| Less: current maturities | 2 | 2 | |||||||||
| Total long-term debt, net | $ | 7,803 | $ | 7,484 | |||||||
(1) As of June 30, 2025, $500 million aggregate principal amount of 6.000% senior notes due before June 30, 2026 were classified as long-term as management has the intent and ability to refinance the borrowings on a long-term basis.
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March 2025 Senior Notes Offering and Redemption
In March 2025, the Partnership issued $1.00 billion aggregate principal amount of 6.250% senior notes due 2033 in a private offering. These notes will mature on July 1, 2033 and interest is payable semi-annually on January 1 and July 1 of each year. The Partnership used the net proceeds from the private offering to repay its $600 million aggregate principal amount of 5.750% senior notes due 2025 and to repay a portion of the outstanding borrowings under its Credit Facility.
Credit Facility
As of June 30, 2025, we had $206 million of outstanding borrowings on the Credit Facility, which matures in June 2030, and $51 million standby letters of credit were outstanding. The unused availability on the Credit Facility as of June 30, 2025 was $1.24 billion. The weighted average interest rate on the total amount outstanding as of June 30, 2025 was 6.42%. The Partnership was in compliance with all financial covenants as of June 30, 2025.
Guarantor Summarized Financial Information
The senior notes issued by NuStar Logistics are fully and unconditionally guaranteed by Sunoco LP, Sunoco Finance Corp. and certain of its subsidiaries; the senior notes issued by Sunoco LP and the senior notes co-issued by Sunoco LP and Sunoco Finance Corp. are fully and unconditionally guaranteed by NuStar, NuStar Logistics and certain other subsidiaries. Each guarantee of the senior notes (i) ranks equally in right of payment with all other existing and future unsecured senior indebtedness of that guarantor, (ii) is structurally subordinated to all existing and any future indebtedness and obligations of any subsidiaries of that guarantor that do not guarantee the notes and (iii) ranks senior to its guarantee of our subordinated indebtedness. See Note 8 of the Notes to Financial Statements in Item 1. “Financial Statements” for a discussion of certain of our debt obligations.
The following tables present summarized combined balance sheet and income statement information for Sunoco LP, Sunoco Finance Corp. and NuStar Logistics (the “Issuers”), as well as the subsidiaries that guarantee the senior notes issued by those three entities (collectively with the Issuers, the “Guarantor Issuer Group”). Intercompany items among the Guarantor Issuer Group have been eliminated in the summarized combined financial information below, as well as intercompany balances and activity for the Guarantor Issuer Group with non-guarantor subsidiaries, including the Guarantor Issuer Group’s investment balances in non-guarantor subsidiaries. Comparative period information for the summarized combined income statement is not included in the respective table below, as such information was not required for the prior period.
| Summarized Combined Balance Sheet Information for the Guarantor Issuer Group: | June 30, 2025 | December 31, 2024 | ||||||||||||
| Current assets | $ | 2,310 | $ | 2,225 | ||||||||||
| Non-current assets | 11,048 | 11,119 | ||||||||||||
Current liabilities(a) | 1,576 | 1,903 | ||||||||||||
| Non-current liabilities, including long-term debt | 8,574 | 8,244 | ||||||||||||
(a)Excludes $140 million and $73 million of net intercompany payables owed to the non-guarantor subsidiaries from the Guarantor Issuer Group as of June 30, 2025 and December 31, 2024, respectively.
Long-term assets for the non-guarantor subsidiaries totaled $898 million and $792 million as of June 30, 2025 and December 31, 2024, respectively.
| Summarized Combined Income Statement Information for the Guarantor Issuer Group: | Six Months Ended June 30, 2025 | |||||||
| Revenues | $ | 10,228 | ||||||
| Operating income | 373 | |||||||
| Net income | 170 | |||||||
Revenues and net income for the non-guarantor subsidiaries totaled $341 million and $123 million, respectively, for the six months ended June 30, 2025.
Critical Accounting Estimates
The Partnership's critical accounting estimates are described in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025. No significant changes have occurred subsequent to the Form 10-K filing.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
We are subject to market risk from exposure to changes in interest rates based on our financing, investing and cash management activities. We had $206 million outstanding borrowings on the Credit Facility as of June 30, 2025. Our primary exposure relates to:
•interest rate risk on short-term borrowings; and
•the impact of interest rate movements on our ability to obtain adequate financing to fund future acquisitions.
While we cannot predict or manage our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, management evaluates our financial position on an ongoing basis. From time to time, we may enter into interest rate swaps to reduce the impact of changes in interest rates on our floating rate debt. We had no interest rate swaps in effect during the first six months of 2025 or 2024.
Commodity Price Risk
Our subsidiaries hold working inventories of refined petroleum products, renewable fuels, gasoline blendstocks and transmix in storage. As of June 30, 2025, we held approximately $1.15 billion of such inventory. While in storage, volatility in the market price of stored motor fuel could adversely impact the price at which we can later sell the motor fuel. However, we may use futures, forwards and other derivative instruments (collectively, “positions”) to hedge a variety of price risks relating to deviations in that inventory from a target base operating level established by management. Derivative instruments utilized consist primarily of exchange-traded futures contracts traded on the New York Mercantile Exchange, Chicago Mercantile Exchange and Intercontinental Exchange as well as over-the-counter transactions (including swap agreements) entered into with established financial institutions and other credit-approved energy companies. Our policy is generally to purchase only products for which there is a market and to structure sales contracts so that price fluctuations do not materially affect profit. While these derivative instruments represent economic hedges, they are not designated as hedges for accounting purposes. We may also engage in controlled trading in accordance with specific parameters set forth in a written risk management policy. On a consolidated basis, the Partnership had a position of 3.2 million barrels with an aggregate unrealized gain of $4 million at June 30, 2025.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by paragraph (b) of Rule 13a-15 under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective at the reasonable assurance level for which they were designed in that the information required to be disclosed by the Partnership in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) or Rule 15d-15(f) of the Exchange Act) during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we do not believe that we are party to any litigation that will have a material adverse impact or other legal proceedings required to be reported herein.
Item 1A. Risk Factors
There have been no material changes from the risk factors described in “Part I — Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 14, 2025 and in “Part II — Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 8, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On May 29, 2025, the Partnership issued 251,646 common units (valued at approximately $13 million for accounting purposes) as a portion of the consideration for an acquisition, see “Recent Developments - Acquisitions” in “Part I - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.” The issuance of the common units did not involve any underwriters or any public offering and was in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended. The Partnership did not engage in a general solicitation or advertising with regard to the issuance of these common units. The recipients of the common units were determined to be accredited investors.
Item 6. Exhibits
| Exhibit No. | Description | |||||||
| 2.1 | Agreement and Plan of Merger, dated as of January 22, 2024, by and among Sunoco LP, Saturn Merger Sub, LLC, NuStar Energy L.P., Riverwalk Logistics, L.P., NuStar GP, LLC and Sunoco GP, LLC (incorporated by reference to Exhibit 2.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on January 22, 2024) | |||||||
| 2.2 | Contribution Agreement, by and among Sunoco LP, SUN Pipeline Holdings LLC, NuStar Permian Transportation and Storage LLC, NuStar Permian Crude Logistics LLC, NuStar Permian Holdings LLC, NuStar Logistics, L.P., ET-S Permian Holdings Company LP, ET-S Permian Pipeline Company LLC, ET-S Permian Marketing Company LLC, Energy Transfer LP, and Energy Transfer Crude Marketing, LLC, dated as of July 14, 2024 (incorporated by reference to Exhibit 2.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on July 18, 2024) | |||||||
| 2.3 | Arrangement Agreement, dated as of May 4, 2025, by and among Sunoco LP, NuStar GP Holdings, LLC, 2709716 Alberta Ltd. and Parkland Corporation (incorporated by reference to Exhibit 2.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on May 6, 2025) | |||||||
| 2.4 | First Amending Agreement to the Arrangement Agreement, dated as of May 26, 2025, by and among Sunoco LP, NuStar GP Holdings, LLC, 2709716 Alberta Ltd. and Parkland Corporation (incorporated by reference to Exhibit 2.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on May 29, 2025) | |||||||
| 3.1 | Second Amended and Restated Certificate of Limited Partnership of Sunoco LP, dated as of May 8, 2018 (incorporated by reference to Exhibit 3.1 of the quarterly report on Form 10-Q (File Number 001-35653) filed by the registrant on May 10, 2018) | |||||||
| 3.2 | Second Amended and Restated Agreement of Limited Partnership of Sunoco LP, dated February 12, 2025 (incorporated by reference to Exhibit 3.2 of the annual report on Form 10-K (File Number 001-35653) filed by the registrant on February 14, 2025) | |||||||
| 3.3 | Certificate of Formation of Susser Petroleum Partners GP LLC, dated as of June 11, 2012 (incorporated by reference to Exhibit 3.4 of the registration statement on Form S-1 (File Number 333-182276), as amended, originally filed by the registrant on June 22, 2012) | |||||||
| 3.4 | Certificate of Amendment to the Certificate of Formation of Susser Petroleum Partners GP LLC (incorporated by reference to Exhibit 3.3 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on October 28, 2014) | |||||||
| 3.5 | Amended and Restated Limited Liability Company Agreement of Susser Petroleum Partners GP LLC, dated as of September 25, 2012 (incorporated by reference to Exhibit 3.2 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on September 25, 2012) | |||||||
| 3.6 | Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Susser Petroleum Partners GP LLC (incorporated by reference to Exhibit 3.4 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on October 28, 2014) | |||||||
| 3.7 | Amendment No. 2 to the Amended and Restated Limited Liability Company Agreement of Sunoco GP LLC (incorporated by reference to Exhibit 3.3 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on June 8, 2016) | |||||||
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| Exhibit No. | Description | |||||||
| 3.8 | Amendment No. 3 to the Amended and Restated Limited Liability Company Agreement of Sunoco GP LLC (incorporated by reference to Exhibit 3.3 of the quarterly report on Form 10-Q (File Number 001-35653) filed by the registrant on May 10, 2018) | |||||||
| 10.1 | Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of May 16, 2025, by and among Sunoco LP, as borrower, certain subsidiaries of Sunoco LP, as guarantors, Bank of America N.A., as administrative agent and an LC issuer, and the lenders and LC issuers party thereto (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on May 20, 2025) | |||||||
| 10.2 | Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of June 17, 2025, by and among Sunoco LP, as borrower, certain subsidiaries of Sunoco LP, as guarantors, Bank of America N.A., as administrative agent and swingline lender and the lenders and LC issuers party thereto (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on June 23, 2025) | |||||||
| 22.1 | List of Guarantor and Issuer Subsidiaries (incorporated by reference to Exhibit 22.1 of the quarterly report on Form 10-Q (File Number 001-35653) filed by the registrant on May 8, 2025) | |||||||
| 31.1 * | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act | |||||||
| 31.2 * | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act | |||||||
| 32.1 ** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act | |||||||
| 32.2 ** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act | |||||||
| 101* | The following financial information from the Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
| * | Filed herewith | |||||||
| ** | Furnished herewith | |||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| SUNOCO LP | ||||||||
| By | Sunoco GP LLC, its general partner | |||||||
| Date: August 7, 2025 | By | /s/ Rick Raymer | ||||||
| Rick Raymer | ||||||||
| Vice President, Controller and Principal Accounting Officer (In his capacity as principal accounting officer) | ||||||||
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FAQ
How did SUN's Q2 2025 Adjusted EBITDA compare to last year?
Adjusted EBITDA rose 42% to $454 million, driven by pipeline and terminal contributions.
What is the status of Sunoco LP鈥檚 Parkland acquisition?
The $9.1 billion cash-and-equity deal is expected to close in Q4 2025, pending regulatory approvals.
How much debt does SUN have after the March 2025 bond issue?
Total debt is $7.81 billion, including the new $1 billion 6.25% notes due 2033.
What distribution did SUN declare for Q2 2025?
Management declared a $0.9088 per common unit cash distribution, payable August 19 2025.
Why did net income decline sharply year-over-year?
Q2 2024 contained a $598 million gain from the West Texas store sale; no similar gain occurred in 2025.
How much liquidity does SUN have available?
SUN ended Q2 2025 with $116 million cash and $1.24 billion undrawn on its revolving credit facility.
What drove the surge in Pipeline Systems earnings?
Equity earnings from the ET-S Permian joint venture added $31 million in Q2, boosting segment EBITDA.
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SUN Stock Data
7.29B
123.43M
21.41%
46.61%
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Oil & Gas Refining & Marketing
Petroleum Refining
United States
DALLAS