Sunoco LP

11/07/2024 | Press release | Distributed by Public on 11/07/2024 11:05

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

sun-20240930
Table of Contents
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: September 30, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-35653
SUNOCO LP
(Exact name of registrant as specified in its charter)
Delaware 30-0740483
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
8111 Westchester Drive, Suite 400, Dallas, Texas 75225
(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
Common Units Representing Limited Partner Interests SUN New York Stock Exchange
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.
Large accelerated filer
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 136,001,589 common units and 16,410,780 Class C units, both representing limited partner interests outstanding as of November 1, 2024.
Table of Contents
SUNOCO LP
FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
3
Consolidated Balance Sheets
3
Consolidated Statements of Operations
4
Consolidated Statements of Comprehensive Income
5
Consolidated Statements of Equity
6
Consolidated Statements of Cash Flows
7
Notes to Consolidated Financial Statements
8
1. Organization and Principles of Consolidation
8
2. Summary of Significant Accounting Policies
8
3. Acquisitions, Divestitures and Other Transactions
9
4. Accounts Receivable, net
12
5. Inventories, net
12
6. Accrued Expenses and Other Current Liabilities
12
7. Debt Obligations
13
8. Other Non-Current Liabilities
14
9. Related Party Transactions
14
10. Revenue
15
11. Commitments and Contingencies
17
12. Income Tax Expense
17
13. Equity
17
14. Segment Reporting
18
15. Net Income (Loss) per Common Unit
20
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
21
Item 3. Quantitative and Qualitative Disclosures about Market Risk
31
Item 4. Controls and Procedures
32
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
33
Item 1A. Risk Factors
33
Item 6. Exhibits
33
SIGNATURE
36
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
SUNOCO LP
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
(unaudited)
September 30,
2024 		December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents $ 116 $ 29
Accounts receivable, net 902 856
Accounts receivable from affiliates - 20
Inventories, net 890 889
Other current assets 157 133
Total current assets 2,065 1,927
Property and equipment 8,856 2,970
Accumulated depreciation (1,105) (1,134)
Property and equipment, net 7,751 1,836
Other assets:
Operating lease right-of-use assets, net 474 506
Goodwill 1,484 1,599
Intangible assets, net 553 544
Other non-current assets 396 290
Investments in unconsolidated affiliates 1,399 124
Total assets $ 14,122 $ 6,826
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 929 $ 828
Accounts payable to affiliates 222 170
Accrued expenses and other current liabilities 515 353
Operating lease current liabilities 32 22
Current maturities of long-term debt 78 -
Total current liabilities 1,776 1,373
Operating lease non-current liabilities 482 511
Long-term debt, net 7,259 3,580
Advances from affiliates 86 102
Deferred tax liabilities 166 166
Other non-current liabilities 173 116
Total liabilities 9,942 5,848
Commitments and contingencies (Note 11)
Equity:
Limited partners:
Common unitholders
(136,001,589 units issued and outstanding as of September 30, 2024 and
84,408,014 units issued and outstanding as of December 31, 2023)
4,179 978
Class C unitholders - held by subsidiaries
(16,410,780 units issued and outstanding as of September 30, 2024 and
December 31, 2023)
- -
Accumulated other comprehensive income 1 -
Total equity 4,180 978
Total liabilities and equity $ 14,122 $ 6,826
The accompanying notes are an integral part of these consolidated financial statements.
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SUNOCO LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per unit data)
(unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Revenues:
Sales revenue $ 5,424 $ 6,208 $ 16,673 $ 17,123
Service revenue 298 73 654 191
Lease revenue 29 39 97 113
5,751 6,320 17,424 17,427
Costs and Expenses:
Cost of sales
5,327 5,793 15,951 16,211
Operating expenses
151 93 373 262
General and administrative
55 30 225 92
Lease expense
18 18 53 51
Loss (gain) on disposal of assets and impairment charges
(2) 4 52 (8)
Depreciation, amortization and accretion
95 44 216 141
Total costs and expenses 5,644 5,982 16,870 16,749
Operating Income 107 338 554 678
Other Income (Expense):
Interest expense, net (116) (56) (274) (162)
Equity in earnings of unconsolidated affiliates 31 1 35 4
Gain on West Texas Sale - - 598 -
Loss on extinguishment of debt - - (2) -
Other, net (5) - (7) 7
Income Before Income Tax Expense 17 283 904 527
Income tax expense 15 11 171 27
Net Income 2 272 733 500
Less: Net income attributable to noncontrolling interests - - 8 -
Net Income Attributable to Partners $ 2 $ 272 $ 725 $ 500
Net Income (Loss) per Common Unit:
Basic
$ (0.26) $ 2.99 $ 5.44 $ 5.20
Diluted
$ (0.26) $ 2.95 $ 5.40 $ 5.14
Weighted Average Common Units Outstanding:
Basic
135,998,435 84,064,445 112,650,388 84,061,363
Diluted
136,844,312 85,132,733 113,466,864 85,037,289
Cash Distribution per Unit $ 0.8756 $ 0.8420 $ 2.6268 $ 2.5260
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 September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Net Income $ 2 $ 272 $ 733 $ 500
Other comprehensive income (loss), net of tax
Foreign currency translation adjustment 2 - 1 -
Actuarial loss related to pension and other postretirement benefit plans - - (1) -
Total other comprehensive income 2 - - -
Comprehensive Income $ 4 $ 272 $ 733 $ 500
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 Accumulated Other Comprehensive Income Noncontrolling Interest Total
Balance, December 31, 2023 $ 978 $ - $ - $ 978
Cash distributions to unitholders, including incentive distributions
(91) - - (91)
Unit-based compensation
4 - - 4
Net income
230 - - 230
Balance, March 31, 2024 1,121 - - 1,121
Cash distributions to unitholders, including incentive distributions
(158) - (8) (166)
Unit-based compensation
4 - - 4
Other comprehensive loss, net of tax - (2) - (2)
NuStar acquisition 2,850 - 801 3,651
Preferred unit redemption 17 - (801) (784)
Other (3) 8 - 5
Net income
493 - 8 501
Balance, June 30, 2024 4,324 6 - 4,330
Cash distributions to unitholders, including incentive distributions
(157) - - (157)
Unit-based compensation
4 - - 4
Other comprehensive income, net of tax - 2 - 2
Other 6 (7) - (1)
Net income
2 - - 2
Balance, September 30, 2024 $ 4,179 $ 1 $ - $ 4,180
Common Unitholders Total
Balance, December 31, 2022 $ 942 $ 942
Cash distributions to unitholders, including incentive distributions
(88) (88)
Unit-based compensation
5 5
Net income
141 141
Balance, March 31, 2023 1,000 1,000
Cash distributions to unitholders, including incentive distributions
(92) (92)
Unit-based compensation
4 4
Net income
87 87
Balance, June 30, 2023 999 999
Cash distributions to unitholders, including incentive distributions
(91) (91)
Unit-based compensation
4 4
Other (4) (4)
Net income
272 272
Balance, September 30, 2023 $ 1,180 $ 1,180
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)
Nine Months Ended September 30,
2024 2023
OPERATING ACTIVITIES:
Net income $ 733 $ 500
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion 216 141
Amortization of deferred financing fees 20 6
(Gain) loss on disposal of assets and impairment charges 52 (8)
Loss on extinguishment of debt 2 -
Gain on West Texas Sale (598) -
Other non-cash, net 4 -
Non-cash unit-based compensation expense 12 13
Deferred income tax expense (benefit) (14) 8
Inventory valuation adjustments 99 (113)
Equity in earnings of unconsolidated affiliates (35) (4)
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable, net 9 (255)
Receivables from affiliates 20 5
Inventories, net (100) 25
Other assets 19 4
Accounts payable 31 64
Accounts payable to affiliates 52 5
Accrued expenses and other current liabilities (8) 40
Other non-current liabilities (88) (15)
Net cash provided by operating activities 426 416
INVESTING ACTIVITIES:
Capital expenditures (212) (132)
Cash paid for acquisitions of terminals (209) (111)
NuStar acquisition, net of cash received 27 -
Distributions from unconsolidated affiliates in excess of cumulative earnings 6 7
Proceeds from West Texas Sale 990 -
Proceeds from disposal of property and equipment 7 25
Other - (2)
Net cash provided by (used in) investing activities 609 (213)
FINANCING ACTIVITIES:
Senior notes borrowings 1,500 500
Senior notes repayments (415) -
Credit Facility borrowings 1,870 2,625
Credit Facility repayments (2,686) (2,878)
Loan origination costs (19) (5)
Preferred units redemption (784) -
Cash distributions to unitholders, including incentive distributions (406) (271)
Cash distributions to noncontrolling interests (8) -
Net cash used in financing activities (948) (29)
Net increase in cash and cash equivalents 87 174
Cash and cash equivalents, beginning of period 29 82
Cash and cash equivalents, end of period $ 116 $ 256
Non-cash investing and financing activities and supplemental cash flow information:
Units issued in connection with NuStar acquisition $ 2,850 $ -
Contribution of assets to the Permian joint venture 1,246 -
Lease assets obtained in exchange for new lease liabilities 3 1
Change in note payable to affiliate - 2
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," "we," "us," "our" or "SUN" 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, Sunoco GP LLC (our "General Partner"), which is owned by Energy Transfer LP ("Energy Transfer"). As of September 30, 2024, 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 incentive distribution rights ("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.
Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net income or total equity.
2.Summary of Significant Accounting Policies
Interim Financial Statements
The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("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, 2023 filed with the Securities and Exchange Commission ("SEC") on February 16, 2024 and in Exhibit 99.1 to the Partnership's Current Report on Form 8-K filed with the SEC on October 24, 2024.
Significant Accounting Policies
As of September 30, 2024, there have been no changes in the Partnership's significant accounting policies from those described in Exhibit 99.1 to the Partnership's Current Report on Form 8-K filed with the SEC on October 24, 2024.
Defined Benefit Plans
We estimate pension and other postretirement benefit obligations and costs based on actuarial valuations. The annual measurement date for our pension and other postretirement benefit plans is December 31. The actuarial valuations require the use of certain assumptions including discount rates, expected long-term rates of return on plan assets and expected rates of compensation increase. Changes in these assumptions are primarily influenced by factors outside our control.
Foreign Currency Translation
The functional currencies of our foreign subsidiaries are the local currencies of the countries in which the subsidiaries are located. The assets and liabilities of our foreign subsidiaries with local functional currencies are translated to U.S. dollars at period-end exchange rates, and income and expense items are translated to U.S. dollars at weighted-average exchange rates in effect during the period. These translation adjustments are included in accumulated other comprehensive income ("AOCI") in the equity section of the consolidated balance sheets. Upon the sale or liquidation of our investment in a foreign subsidiary, translation adjustments that have historically accumulated in AOCI related to that subsidiary are released from AOCI and reported as part of the gain or loss on sale. Gains and losses on foreign currency transactions are included in other income (expense), net in the consolidated statements of operations.
Investments in Unconsolidated Affiliates
We own interests in certain joint ventures with Energy Transfer that are accounted for by the equity method. In general, we use the equity method of accounting for an investment for which we exercise significant influence over, but do not control, the investee's operating and financial policies. An impairment of an investment in an unconsolidated affiliate is recognized when circumstances indicate that a decline in the investment value is other than temporary.
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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 $33 million and $73 million for the three months ended September 30, 2024 and 2023, respectively, and $133 million and $209 million for the nine months ended September 30, 2024 and 2023, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in our consolidated statements of operations.
3.Acquisitions, Divestitures and Other Transactions
Acquisitions
NuStar
On May 3, 2024, we completed the previously announced acquisition of NuStar Energy L.P. ("NuStar"). Under the terms of the agreement, NuStar common unitholders received 0.400 SUN common units for each NuStar common unit. In connection with the acquisition, we issued approximately 51.5 million common units, which had a fair value of approximately $2.85 billion, assumed debt totaling approximately $3.5 billion including approximately $56 million of lease related financing obligations and assumed preferred units with a fair value of approximately $800 million. NuStar has approximately 9,500 miles of pipeline and 63 terminal and storage facilities that store and distribute crude oil, refined products, renewable fuels, ammonia and specialty liquids.
The acquisition was recorded using the acquisition method of accounting which requires, among other things, that assets and liabilities assumed be recognized on the balance sheet at their estimated fair values as of the date of acquisition, with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Management, with the assistance of a third party valuation specialist, determined the fair value of assets and liabilities as of the date of the acquisition. Determining the fair value involves the use of management's judgment as well as the use of significant estimates and assumptions. The following table summarizes the allocation of the purchase price among assets acquired and liabilities assumed:
As of
May 3, 2024
Total current assets $ 186
Property and equipment 6,958
Operating lease right-of-use assets, net 136
Goodwill (1)
16
Intangible assets, net (2)
195
Other non-current assets 127
Total assets 7,618
Total current liabilities 245
Long-term debt, less current maturities(3)
3,500
Operating lease non-current liabilities 136
Deferred tax liabilities 4
Other non-current liabilities 82
Total liabilities 3,967
Preferred units (3)
801
Total consideration 2,850
Cash acquired 27
Total cash consideration, net of cash acquired $ 2,823
(1)Goodwill primarily represents expected commercial and operational synergies and is subject to change based on final purchase price allocations. None of the goodwill recorded as a result of this transaction is deductible for tax purposes. Goodwill of $16 million relates to the Fuel Distribution segment.
(2)Intangible assets, net comprised $151 million of favorable contracts, with a remaining weighted average life of approximately 7 years, and $44 million of customer relationships, with a remaining weighted average life of approximately 15 years.
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(3)Subsequent to the closing of the NuStar acquisition, the Partnership redeemed all outstanding NuStar preferred units, totaling $784 million, redeemed NuStar's subordinated notes totaling $403 million and repaid and terminated the NuStar credit facility totaling $455 million.
Subsequent to the NuStar acquisition, the Partnership purchased a property previously leased by NuStar and cancelled the lease, resulting in an impairment of $50 million based on the value of comparable real property.
Pro Forma Results of Operations
The following unaudited pro forma consolidated results of operations for the three and nine months ended September 30, 2024 and 2023 are presented as if the NuStar acquisition had been completed on January 1, 2023.
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Revenues
$ 5,751 $ 6,730 $ 17,946 $ 18,607
Net income 23 295 682 544
Net income (loss) attributable to partners (14) 241 550 445
Basic net income (loss) per Common Unit $ (0.10) $ 1.78 $ 3.74 $ 3.28
Diluted net income (loss) per Common Unit $ (0.10) $ 1.76 $ 3.72 $ 3.26
The pro forma consolidated results of operations include adjustments to:
•include the results of NuStar for all periods presented;
•include the incremental expenses associated with the fair value adjustments recorded as a result of applying the acquisition method of accounting;
•include incremental interest expense related to financing the transactions;
•adjust for one-time expenses; and
•adjust for relative changes in ownership resulting from the acquisition.
The pro forma information is not necessarily indicative of the results of operations that would have occurred had the NuStar acquisition been made at the beginning of the periods presented or the future results of the combined operations.
NuStar's revenue and net income since the acquisition date to September 30, 2024 included in our consolidated statement of operations were $583 million and $56 million, respectively.
Expenses related to the NuStar Acquisition
As a result of the acquisition, we recognized $97 million of merger-related expenses during the nine months ended September 30, 2024.
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Zenith European Terminals
On March 13, 2024, we completed the previously announced acquisition of liquid fuels terminals in Amsterdam, Netherlands and Bantry Bay, Ireland from Zenith Energy for €170 million ($185 million), including working capital. The acquisition was recorded using the acquisition method of accounting which requires, among other things, that assets and liabilities assumed be recognized on the balance sheet at their estimated fair values as of the date of acquisition. Management, with the assistance of a third party valuation specialist, determined the preliminary fair value of assets and liabilities as of the date of the acquisition. Determining the fair value involves the use of management's judgment as well as the use of significant estimates and assumptions. The following table summarizes the allocation of the purchase price among assets acquired and liabilities assumed:
As of
March 13, 2024
Other current assets $ 6
Property and equipment 204
Goodwill 7
Other non-current assets 36
Current liabilities (14)
Deferred tax liabilities (11)
Other non-current liabilities (43)
Net assets 185
Cash acquired -
Total cash consideration, net of cash acquired $ 185
Other Acquisition
On August 30, 2024, we acquired a terminal in Portland, Maine for approximately $24 million, including working capital. The purchase price was primarily allocated to property and equipment.
Divestiture
West Texas Sale
On April 16, 2024, we completed the previously announced sale of 204 convenience stores located in West Texas, New Mexico and Oklahoma to 7-Eleven, Inc. for approximately $1.0 billion, including customary adjustments for fuel and merchandise inventory. As part of the sale, SUN also amended its existing take-or-pay fuel supply agreement with 7-Eleven, Inc. to incorporate additional fuel gross profit. As a result of the sale, the Partnership recorded $598 million gain ($451 million, net of current tax expense of $178 million and deferred tax benefit of $31 million).
Other Transactions
Permian Joint Venture
Effective July 1, 2024, SUN and Energy Transfer formed a joint venture combining their respective crude oil and produced water gathering assets in the Permian Basin. Pursuant to the 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 July 14, 2024, in a cashless transaction, SUN contributed all of its Permian crude oil gathering assets and operations to the joint venture. Additionally, Energy Transfer contributed its Permian crude oil and produced water gathering assets and operations to the joint venture. Energy Transfer's long-haul crude pipeline network that provides transportation of crude oil out of the Permian Basin to Nederland, Houston, and Cushing is excluded from the joint venture.
The joint venture operates more than 5,000 miles of crude oil and water gathering pipelines with crude oil storage capacity in excess of 11 million barrels.
SUN holds a 32.5% interest with Energy Transfer holding the remaining 67.5% interest in the joint venture.
Upon formation, the SUN Permian entities were deconsolidated, and the net book value of the related assets was recorded as the initial carrying value of SUN's equity method investment in the joint venture. As of September 30, 2024, the carrying value of the Partnership's investment in the joint venture was $1.28 billion.
As of September 30, 2024, the Permian joint venture had current assets of $275 million, noncurrent assets of $3.51 billion, current liabilities of $86 million and noncurrent liabilities of $42 million. For the three months ended September 30, 2024, the Permian
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joint venture recognized revenues of $3.7 billion, of which approximately $3.6 billion related to transactions with affiliates, operating income of $91 million and net income of $90 million.
4.Accounts Receivable, net
Accounts receivable, net, consisted of the following:
September 30,
2024 		December 31,
2023
Accounts receivable, trade $ 716 $ 703
Credit card receivables 60 107
Other receivables 127 47
Allowance for expected credit losses (1) (1)
Accounts receivable, net $ 902 $ 856
5.Inventories, net
Fuel inventories are stated at the lower of cost or market using the last-in, first-out ("LIFO") method. As of September 30, 2024 and December 31, 2023, the Partnership's fuel inventory balance included lower of cost or market reserves of $329 million and $230 million, respectively. For the three and nine months ended September 30, 2024 and 2023, the Partnership's consolidated statements of operations and comprehensive income did not include any material amounts of income from the liquidation of LIFO fuel inventory. For the three months ended September 30, 2024, the Partnership's cost of sales included unfavorable inventory valuation adjustments of $197 million, which decreased net income; and for the three months ended September 30, 2023, the Partnership's cost of sales included favorable inventory valuation adjustments of $141 million, which increased net income. For the nine months ended September 30, 2024, the Partnership's cost of sales included an unfavorable inventory valuation adjustments of $99 million, which decreased net income; and for the nine months ended September 30, 2023, the Partnership's cost of sales included favorable inventory valuation adjustments of $113 million, which increased net income.
Inventories, net, consisted of the following:
September 30,
2024 		December 31,
2023
Fuel $ 874 $ 876
Other 16 13
Inventories, net $ 890 $ 889
6.Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
September 30,
2024 		December 31,
2023
Wage and other employee-related accrued expenses $ 58 $ 38
Accrued tax expense 153 182
Accrued insurance expense 26 30
Accrued interest expense 161 41
Dealer deposits 24 23
Accrued environmental expense 9 6
Contract liabilities 20 -
Other 64 33
Total $ 515 $ 353
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7.Debt Obligations
Total long-term debt, net consisted of the following:
September 30,
2024 		December 31,
2023
Credit Facility $ 50 $ 411
5.750% senior notes due 2025 (1)
600 -
6.000% senior notes due 2026 (1)
500 -
6.000% senior notes due 2027
600 600
5.625% senior notes due 2027(1)
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 -
4.500% senior notes due 2030
800 800
6.375% senior notes due 2030(1)
600 -
7.250% senior notes due 2032
750 -
GoZone Bonds(1)
322 -
Lease-related financing obligations 139 94
Net unamortized premiums, discounts and fair value adjustments 15 -
Deferred debt issuance costs (39) (25)
Total debt 7,337 3,580
Less: current maturities 78 -
Total long-term debt, net $ 7,259 $ 3,580
(1)These senior notes and bonds, totaling $2.57 billion aggregate principal amount, were assumed by the Partnership in connection with the closing of the NuStar acquisition in May 2024.
Recent Transactions
April 2024 Notes Offering
On April 30, 2024, the Partnership issued $750 million of 7.000% senior notes due 2029 and $750 million of 7.250% senior notes due 2032 in a private offering. The Partnership used the net proceeds from the offering to (i) repay certain outstanding indebtedness of NuStar, in connection with the merger between the Partnership and NuStar, (ii) fund the redemption of NuStar's preferred units in connection with the merger and (iii) pay offering fees and expenses.
NuStar Acquisition
During the second quarter of 2024, subsequent to the closing of the NuStar acquisition, the Partnership redeemed NuStar's subordinated notes totaling $403 million and repaid and terminated NuStar's credit facility totaling $455 million.
NuStar Logistics Senior Notes.NuStar Logistics, L.P., a wholly owned subsidiary acquired in the NuStar acquisition, (NuStar Logistics") is the issuer of $2.25 billion of senior notes, including 5.750% senior notes due 2025, 6.000% senior notes due 2026, 5.625% senior notes due 2027 and 6.375% senior notes due 2030 (collectively, the "NuStar Logistics Senior Notes"). Subsequent to the closing of the NuStar acquisition, the indentures related to the Partnership's senior notes and the indentures related to NuStar Logistics' senior notes were amended to add certain subsidiaries as guarantors. Consequently, Sunoco LP and NuStar Logistics are each a guarantor of the other's senior notes, along with other subsidiary guarantors of each.
The NuStar Logistics Senior Notes do not have sinking fund requirements. These notes rank equally with existing senior unsecured indebtedness and senior to existing subordinated indebtedness of NuStar Logistics and contain restrictions on NuStar Logistics' ability to incur secured indebtedness unless the same security is also provided for the benefit of holders of the NuStar Logistics Senior Notes. In addition, the NuStar Logistics Senior Notes limit the ability of NuStar Logistics and its subsidiaries to, among other things, incur indebtedness secured by certain liens, engage in certain sale-leaseback transactions and engage in certain consolidations, mergers or asset sales. At the option of NuStar Logistics, the NuStar Logistics Senior Notes may be redeemed in whole or in part at any time at a redemption price, plus accrued and unpaid interest to the redemption date. If we undergo a change of control that is followed by a ratings decline that occurs within 60 days of the change of control, each holder of the applicable senior notes may require us to repurchase all or a portion of its notes at a price equal to 101% of the principal amount of the notes repurchased, plus any accrued and unpaid interest to the date of repurchase.
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Gulf Opportunity Zone Revenue Bonds.NuStar Logistics' obligations also 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, Series 2010B and Series 2011 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 are expected to 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 following table summarizes the GoZone Bonds outstanding as of September 30, 2024:
Series Date Issued Amount Outstanding Interest Rate Mandatory Purchase Date Optional Redemption Date Maturity Date
Series 2008 June 26, 2008 $ 56 6.10 % June 1, 2030 n/a June 1, 2038
Series 2010 July 15, 2010 100 6.35 % n/a June 1, 2030 July 1, 2040
Series 2010A October 7, 2010 43 6.35 % n/a June 1, 2030 October 1, 2040
Series 2010B December 29, 2010 48 6.10 % June 1, 2030 n/a December 1, 2040
Series 2011 August 9, 2011 75 5.85 % June 1, 2025 n/a August 1, 2041
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 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.
Credit Facilities
The Partnership's $1.50 billion revolving credit facility (the "Credit Facility") matures in May 2029 (as amended in May 2024), 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 additional $500 million. As of September 30, 2024, the balance on the Credit Facility was $50 million, and $28 million standby letters of credit were outstanding. The unused availability on the Credit Facility at September 30, 2024 was $1.42 billion. The weighted average interest rate on the total amount outstanding at September 30, 2024 was 7.30%. The Partnership was in compliance with all financial covenants at September 30, 2024.
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 September 30, 2024, 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 September 30, 2024 were $7.40 billion and $7.34 billion, respectively. As of December 31, 2023, the aggregate fair value and carrying amount of our consolidated debt obligations were $3.50 billion and $3.58 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.
8.Other Non-Current Liabilities
Other non-current liabilities consisted of the following:
September 30,
2024 		December 31,
2023
Asset retirement obligations $ 98 $ 84
Accrued environmental expense, long-term 18 12
Other 57 20
Total $ 173 $ 116
9.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.
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Our investments in the J.C. Nolan joint venture entities were $123 million and $124 million as of September 30, 2024 and December 31, 2023, respectively. We recorded equity in earnings from the J.C. Nolan joint venture of $1 million for the three months ended September 30, 2024 and 2023, and $5 million and $4 million for the nine months ended September 30, 2024 and 2023, respectively.
As discussed in Note 3, effective July 1, 2024, SUN and Energy Transfer announced the formation of a joint venture combining their respective crude oil and produced water gathering assets in the Permian Basin. Our investment in the Permian joint venture was $1.28 billion as of September 30, 2024. We recorded equity in earnings from the Permian joint venture of $30 million for the three and nine months ended September 30, 2024.
Summary of Transactions
Related party transactions for the three and nine months ended September 30, 2024 and 2023 were as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Motor fuel sales to affiliates $ 9 $ 6 $ 20 $ 34
Bulk fuel purchases from affiliates 342 415 1,112 1,297
Significant affiliate balances included on the consolidated balance sheets were as follows:
•Accounts receivable from affiliates were nil and $20 million as of September 30, 2024 and December 31, 2023, respectively, which were primarily related to motor fuel sales to affiliates.
•Accounts payable to affiliates were $222 million and $170 million as of September 30, 2024 and December 31, 2023, respectively, which were attributable to operational expenses and bulk fuel purchases.
•Advances from affiliates were $86 million and $102 million as of September 30, 2024 and December 31, 2023, respectively, which were related to treasury services agreements with Energy Transfer.
10.Revenue
Disaggregation of Revenue
Subsequent to our acquisition of NuStar, the Partnership's consolidated financial statements reflect three reportable segments: Fuel Distribution, Pipeline Systems and Terminals.
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 ("FOB") 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
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lease revenues from these leases of $12 million and $19 million for the three and nine months ended September 30, 2024, respectively, which are included in "Service revenue" in our consolidated statement of operations.
The following table depicts the disaggregation of revenue:
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Fuel $ 5,365 $ 6,170 $ 16,516 $ 17,014
Non-fuel 79 80 225 217
Lease income 29 39 97 113
Pipeline throughput 134 - 272 -
Terminal throughput 38 17 74 44
Other 106 14 240 39
Total revenues $ 5,751 $ 6,320 $ 17,424 $ 17,427
Contract Balances with Customers
The balances of the Partnership's contract assets and contract liabilities as of September 30, 2024 and December 31, 2023 were as follows:
September 30,
2024 		December 31, 2023
Contract assets $ 284 $ 256
Accounts receivable from contracts with customers 775 809
Contract liabilities 44 -
The following table summarizes the consolidated activity of our contract liabilities:
Contract Liabilities
Balance, December 31, 2023 $ -
NuStar acquisition 78
Zenith European terminals acquisition 3
Permian Joint Venture (29)
Other additions 25
Revenue recognized (33)
Balance, September 30, 2024 $ 44
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 September 30, 2024.
Remaining Performance Obligations
2024 (remaining) $ 127
2025 356
2026 262
2027 181
2028 141
Thereafter 328
Total $ 1,395
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 $9 million and $7 million for the three months ended September 30, 2024 and 2023, respectively, and $26 million and $20 million for the nine months ended September 30, 2024 and 2023, respectively.
11.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 Audits
Sunoco LLC and Sunoco Retail LLC are currently under motor fuel excise tax audits in the state of New York for the periods of March 2017 through May 2020. These audits are currently ongoing and no assessments have been made. We cannot predict the outcome of these audits; however, to the extent material assessments may be issued, we would expect to use all appropriate administrative and legal measures to defend our positions.
12.Income Tax Expense
As a partnership, we are generally not subject to federal income tax and most state income taxes. However, the Partnership conducts certain activities through corporate subsidiaries which are subject to federal and state income taxes.
Our effective tax rate differs from the statutory rate primarily due to Partnership earnings that are not subject to U.S. federal and most state income taxes at the Partnership level. A reconciliation of income tax expense from continuing operations at the U.S. federal statutory rate of 21% to net income tax expense is as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Income tax expense (benefit) at United States statutory rate $ 4 $ 60 $ 190 $ 111
Increase (reduction) in income taxes resulting from:
Change in nondeductible goodwill 12 - 12 -
Partnership losses (earnings) not subject to tax 3 (51) (57) (90)
State and local tax, net of federal expense (1) 2 29 6
Other (3) - (3) -
Income tax expense $ 15 $ 11 $ 171 $ 27
13.Equity
As of September 30, 2024, Energy Transfer and its subsidiaries owned 28,463,967 of our common units and the public owned 107,537,622 of our common units. As of September 30, 2024, 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 nine months ended September 30, 2024 was as follows:
Number of Units
Number of common units at December 31, 2023
84,408,014
Phantom unit vesting 50,475
NuStar acquisition 51,543,100
Number of common units at September 30, 2024
136,001,589
Cash Distributions
Our partnership agreement sets forth the calculation used to determine the amount and priority of cash distributions that the common unitholders receive.
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Cash distributions paid or declared during 2024 were as follows:
Limited Partners
Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders
February 20, 2024 $ 0.8420 $ 71 $ 19
May 20, 2024 0.8756 119 36
August 19, 2024 0.8756 119 36
November 19, 2024 0.8756 119 36
Accumulated Other Comprehensive Income
The following table presents the components of AOCI, net of tax:
September 30,
2024 		December 31,
2023
Foreign currency translation adjustment $ 1 $ -
Actuarial gains related to pensions and other postretirement benefits - -
Total accumulated other comprehensive income included in partners' capital, net of tax $ 1 $ -
14.Segment Reporting
Change in Segments
Subsequent to the acquisition of NuStar, management reevaluated the Partnership's internal reporting, which resulted in changes to the Partnership's reportable segments. The Partnership's consolidated financial information now includes three reportable segments: Fuel Distribution, Pipeline Systems and Terminals. The Partnership previously reported reportable segments for Fuel Distribution and Marketing and All Other. The operations within those prior reportable segments have now been reallocated among the new reportable segments, and prior periods have been adjusted accordingly to reflect the current segment presentation. In addition, certain operations within NuStar's prior standalone reporting have been reallocated based on the post-acquisition internal reporting and management structure; therefore, segment operating results reported herein are not comparable to those previously reported by NuStar in its standalone pre-acquisition financial statements.
Description of Segments
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 the operations of our refined products, crude oil and anhydrous ammonia pipelines, as well as other assets that are operated and managed on an integrated basis with our pipeline systems, including certain terminal and storage assets.
Terminals. Our Terminals segment is composed of our facilities (other than those integrated into the Pipeline Systems segment) that provide storage, handling and other services on a fee basis for refined products, crude oil, specialty chemicals, renewable fuels and other liquids. The segment also includes the operations of our transmix processing facilities.
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.
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The following tables present financial information by segment for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Revenues:
Fuel Distribution
Revenues from external customers $ 5,473 $ 6,289 $ 16,838 $ 17,344
Intersegment revenues 10 8 30 22
5,483 6,297 16,868 17,366
Pipeline Systems
Revenues from external customers 164 - 341 -
Intersegment revenues - - - -
164 - 341 -
Terminals
Revenues from external customers 114 31 245 83
Intersegment revenues 248 90 758 280
362 121 1,003 363
Eliminations (258) (98) (788) (302)
Total $ 5,751 $ 6,320 $ 17,424 $ 17,427
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Segment Adjusted EBITDA:
Fuel Distribution $ 253 $ 234 $ 716 $ 656
Pipeline Systems 136 2 189 9
Terminals 67 21 113 63
Total $ 456 $ 257 $ 1,018 $ 728
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Reconciliation of net income to Adjusted EBITDA:
Net income $ 2 $ 272 $ 733 $ 500
Depreciation, amortization and accretion 95 44 216 141
Interest expense, net 116 56 274 162
Non-cash unit-based compensation expense 4 4 12 13
Loss (gain) on disposal of assets and impairment charges (2) 4 52 (8)
Loss on extinguishment of debt - - 2 -
Unrealized (gains) losses on commodity derivatives 1 (1) 8 (11)
Inventory valuation adjustments 197 (141) 99 (113)
Equity in earnings of unconsolidated affiliates (31) (1) (35) (4)
Adjusted EBITDA related to unconsolidated affiliates 47 2 53 8
Gain on West Texas Sale - - (598) -
Other non-cash adjustments 12 7 31 13
Income tax expense 15 11 171 27
Adjusted EBITDA (consolidated) $ 456 $ 257 $ 1,018 $ 728
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September 30,
2024 		December 31, 2023
Assets:
Fuel Distribution $ 5,694 $ 6,047
Pipeline Systems 6,369 49
Terminals 1,802 672
Total segment assets 13,865 6,768
Other partnership assets 257 58
Total assets $ 14,122 $ 6,826
15.Net Income (Loss) per Common Unit
A reconciliation of the numerators and denominators of the basic and diluted net income (loss) per common unit computations is as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Net income $ 2 $ 272 $ 733 $ 500
Less:
Net income attributable to noncontrolling interests - - 8 -
Incentive distribution rights
36 19 108 58
Distributions on unvested phantom unit awards
1 2 4 5
Common unitholders'interest in net income (loss)
$ (35) $ 251 $ 613 $ 437
Weighted average common units outstanding:
Basic
135,998,435 84,064,445 112,650,388 84,061,363
Dilutive effect of unvested phantom unit awards(1)
845,877 1,068,288 816,476 975,926
Diluted
136,844,312 85,132,733 113,466,864 85,037,289
Net income (loss) per common unit:
Basic
$ (0.26) $ 2.99 $ 5.44 $ 5.20
Diluted
$ (0.26) $ 2.95 $ 5.40 $ 5.14
(1)Dilutive effects are excluded from the calculation of diluted net income (loss) per common unit for periods where the impacts would have been antidilutive.
For certain periods reflected above, distributions paid for the period exceeded net income attributable to partners. Accordingly, the distributions paid to our General Partner, including incentive distributions, further exceeded net income, and as a result, a net loss was allocated to the common unitholders for the period.
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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 and in Exhibit 99.1 to the Partnership's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2024, including the audited consolidated financial statements for the fiscal year ended December 31, 2023 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 Securities Exchange Act of 1934, as amended (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," "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;
•business strategy and operations of Energy Transfer LP ("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 and associated central bank monetary policies;
•environmental, tax and other federal, state and local laws and regulations;
•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;
•our reliance on senior management, supplier trade credit and information technology; and
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•our partnership structure, which may create conflicts of interest between us and Sunoco GP LLC (our "General Partner"), and its affiliates, and limits the fiduciary duties of our General Partner and its affiliates.
All forward-looking statements, express 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, 2023, filed with the SEC on February 16, 2024 or our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 9, 2024 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, 2023, filed with the SEC on February 16, 2024 or from the risk factors set forth in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 9, 2024. 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," "our" or "SUN" 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 with operations in over 40 U.S. states, Puerto Rico, Europe and Mexico. We are the largest independent distributor of motor fuel in North America and a leading operator of critical midstream energy infrastructure. Our midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 100 terminals. This critical infrastructure complements our fuel distribution operations, which serve approximately 7,400 Sunoco and partner branded locations and additional independent dealers and commercial customers.
Recent Developments
Acquisitions
NuStar
On May 3, 2024, we completed the previously announced acquisition of NuStar Energy L.P. ("NuStar"). Under the terms of the agreement, NuStar common unitholders received 0.400 SUN common units for each NuStar common unit. In connection with the acquisition, we issued approximately 51.5 million common units, which had a fair value of approximately $2.85 billion, assumed debt totaling approximately $3.5 billion and assumed preferred units with a fair value of approximately $800 million. NuStar has approximately 9,500 miles of pipeline and 63 terminal and storage facilities that store and distribute crude oil, refined products, renewable fuels, ammonia and specialty liquids.
Zenith European Terminals
On March 13, 2024, we completed the previously announced acquisition of liquid fuels terminals in Amsterdam, Netherlands and Bantry Bay, Ireland from Zenith Energy for €170 million ($185 million), including working capital.
Other Acquisition
On August 30, 2024, we acquired a terminal in Portland, Maine for approximately $24 million, including working capital.
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Divestiture
West Texas Sale
On April 16, 2024, we completed the previously announced sale of 204 convenience stores located in West Texas, New Mexico and Oklahoma to 7-Eleven, Inc. for approximately $1.0 billion, including customary adjustments for fuel and merchandise inventory. As part of the sale, SUN also amended its existing take-or-pay fuel supply agreement with 7-Eleven, Inc. to incorporate additional fuel gross profit.
Other Transactions
Permian Joint Venture
On July 16, 2024, SUN and Energy Transfer announced the formation of a joint venture combining their respective crude oil and produced water gathering assets in the Permian Basin. Pursuant to the 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 July 14, 2024 in a cashless transaction, SUN contributed all of its Permian crude oil gathering assets and operations to the joint venture. Additionally, Energy Transfer contributed its Permian crude oil and produced water gathering assets and operations to the joint venture. Energy Transfer's long-haul crude pipeline network that provides transportation of crude oil out of the Permian Basin to Nederland, Houston, and Cushing is excluded from the joint venture.
The joint venture operates more than 5,000 miles of crude oil and water gathering pipelines with crude oil storage capacity in excess of 11 million barrels.
SUN holds a 32.5% interest with Energy Transfer holding the remaining 67.5% interest in the joint venture.
The formation of the joint venture was effective on July 1, 2024. Upon formation, the SUN Permian entities were deconsolidated, and the net book value of the related assets was recorded as the initial carrying value of SUN's equity method investment in the joint venture.
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 and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and
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•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, depletion, amortization 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.
Results of Operations
Consolidated Results
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 Change 2024 2023 Change
Segment Adjusted EBITDA:
Fuel Distribution $ 253 $ 234 $ 19 $ 716 $ 656 $ 60
Pipeline Systems 136 2 134 189 9 180
Terminals 67 21 46 113 63 50
Adjusted EBITDA (consolidated) $ 456 $ 257 $ 199 $ 1,018 $ 728 $ 290
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 Change 2024 2023 Change
Reconciliation of net income to Adjusted EBITDA:
Net income $ 2 $ 272 $ (270) $ 733 $ 500 $ 233
Depreciation, amortization and accretion 95 44 51 216 141 75
Interest expense, net 116 56 60 274 162 112
Non-cash unit-based compensation expense 4 4 - 12 13 (1)
Loss (gain) on disposal of assets and impairment charges (2) 4 (6) 52 (8) 60
Loss on extinguishment of debt - - - 2 - 2
Unrealized (gains) losses on commodity derivatives 1 (1) 2 8 (11) 19
Inventory valuation adjustments 197 (141) 338 99 (113) 212
Equity in earnings of unconsolidated affiliates (31) (1) (30) (35) (4) (31)
Adjusted EBITDA related to unconsolidated affiliates 47 2 45 53 8 45
Gain on West Texas Sale - - - (598) - (598)
Other non-cash adjustments 12 7 5 31 13 18
Income tax expense 15 11 4 171 27 144
Adjusted EBITDA (consolidated) $ 456 $ 257 $ 199 $ 1,018 $ 728 $ 290
Net Income.For the three months ended September 30, 2024 compared to the same period last year, net income decreased primarily due to inventory valuation adjustments (see below for explanation of inventory adjustments), as well as increases in depreciation, amortization and accretion and interest expense. These decreases were partially offset by favorable results from our operations, as reflected in the increases in Segment Adjusted EBITDA. These changes are discussed in more detail below. For the nine months ended September 30, 2024 compared to the same period last year, net income increased primarily due to a $598 million gain on the West Texas Sale in April 2024, as discussed below. In addition, the increase in net income reflected favorable results from our operations, as reflected in the increases in Segment Adjusted EBITDA. These increases were partially offset by unfavorable inventory valuation adjustments and increases in depreciation, amortization and accretion, as well as losses on disposal of asset and impairment charges. The increases in net income were also offset by increases in interest expense and income tax expense. These changes are discussed in more detail below.
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Adjusted EBITDA (consolidated). For the three and nine months ended September 30, 2024 compared to the same periods last year, Adjusted EBITDA increased primarily due to increases in profit of $235 million and $469 million, respectively, excluding inventory valuation adjustments (see below for explanation of inventory adjustments), primarily related to the acquisitions of NuStar and Zenith European terminals, partially offset by increases in operating costs (including operating expenses, general and administrative expenses and lease expense) of $83 million and $246 million, respectively, primarily related to the acquisitions of NuStar and Zenith European terminals.
Additional discussion on the changes impacting net income and comprehensive income and Adjusted EBITDA for the three and nine months ended September 30, 2024 compared to the same periods last year is available below and in "Segment Operating Results."
Depreciation, Depletion and Amortization. For the three and nine months ended September 30, 2024 compared to the same periods last year, depreciation, depletion and amortization 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 September 30, 2024 compared to the same period last year, interest expense increased primarily due to an increase in average total long-term debt.
Loss (Gain) on Disposal of Assets and Impairment Charges. For the nine months ended September 30, 2024, loss on disposal of assets and impairment charges primarily relates to the termination of a lease in June 2024.
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 last-in, first-out 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 September 30, 2024, the Partnership's cost of sales included unfavorable inventory valuation adjustments of $197 million, which decreased net income; and for the three months ended September 30, 2023, the Partnership's cost of sales included favorable inventory valuation adjustments of $141 million, which increased net income. For the nine months ended September 30, 2024, the Partnership's cost of sales included an unfavorable inventory valuation adjustments of $99 million, which decreased net income; and for the nine months ended September 30, 2023, the Partnership's cost of sales included favorable inventory valuation adjustments of $113 million, which increased net income.
Adjusted EBITDA Related to Unconsolidated Affiliates and Equity in Earnings of Unconsolidated Affiliates. For the three and nine months ended September 30, 2024, the increase in the amounts reported related to unconsolidated affiliates was primarily due to the formation of the Permian joint venture effective July 1, 2024.
Gain on West Texas Sale. The gain on West Texas Sale relates to the gain recognized by SUN upon completion of the sale of convenience stores to 7-Eleven Inc. in April 2024.
Income Tax Expense. For the three and nine months ended September 30, 2024 compared to the same periods last year, income tax expense increased primarily due to the taxable gain recognized by a corporate subsidiary on the West Texas Sale.
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.
The following tables identify the components of Segment Adjusted EBITDA, which is calculated as follows:
•Segment profit, operating expenses andselling, 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, depletion, amortization 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
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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, depletion and amortization. The most directly comparable measure to segment profit is gross profit. The following table presents a reconciliation of segment profit to gross profit.
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 2024 2023
Fuel Distribution segment profit $ 164 $ 467 $ 885 $ 1,095
Pipeline Systems segment profit 159 - 332 2
Terminals segment profit 101 60 256 119
Total segment profit 424 527 1,473 1,216
Depreciation, amortization and accretion, excluding corporate and other 93 44 213 141
Gross profit $ 331 $ 483 $ 1,260 $ 1,075
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, depletion and amortization.
Fuel Distribution
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 Change 2024 2023 Change
Motor fuel gallons sold 2,138 2,118 20 6,427 6,122 305
Motor fuel profit cents per gallon 12.8 ¢ 12.5 ¢ 0.3 ¢ 11.9 ¢ 12.4 ¢ (0.5) ¢
Fuel profit $ 96 $ 388 $ (292) $ 670 $ 866 $ (196)
Non-fuel profit 39 40 (1) 118 116 2
Lease profit 29 39 (10) 97 113 (16)
Fuel Distribution segment profit $ 164 $ 467 $ (303) $ 885 $ 1,095 $ (210)
Expenses $ 100 $ 119 $ (19) $ 307 $ 354 $ (47)
Segment Adjusted EBITDA $ 253 $ 234 $ 19 $ 716 $ 656 $ 60
Volumes. For the three and nine months ended September 30, 2024 compared to the same periods last year, volumes increased primarily due to growth from investments and profit optimization strategies.
Segment Adjusted EBITDA. For the three months ended September 30, 2024 compared to the same period last year, Segment Adjusted EBITDA related to our Fuel Distribution segment increased due to the net impact of the following:
•an increase of $13 million related to a 1% increase in gallons sold and an increase in profit per gallon; and
•a decrease of $19 million in expenses primarily due to the West Texas Sale in April 2024 and lower allocated overhead; partially offset by
•a decrease of $10 million in lease profit due to the West Texas Sale in April 2024.
Segment Adjusted EBITDA. For the nine months ended September 30, 2024 compared to the same period last year, Segment Adjusted EBITDA related to our Fuel Distribution segment increased due to the net impact of the following:
•an increase of $36 million related to a 5% increase in gallons sold, partially offset by a decrease in profit per gallon primarily as a result of the West Texas Sale; and
•a decrease of $47 million in expenses primarily due to the West Texas sale in April 2024 and lower allocated overhead; partially offset by
•a decrease of $16 million in lease profit due to the West Texas Sale in April 2024.
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Pipeline Systems
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 Change 2024 2023 Change
Pipelines throughput (barrels per day) 1,165 - 1,165 867 - 867
Pipeline Systems segment profit $ 159 $ - $ 159 $ 332 $ 2 $ 330
Expenses $ 72 $ - $ 72 $ 196 $ 2 $ 194
Segment Adjusted EBITDA $ 136 $ 2 $ 134 $ 189 $ 9 $ 180
Volumes. For the three and nine months ended September 30, 2024 compared to the same periods last year, volumes increased due to recently acquired assets.
Segment Adjusted EBITDA. For the three and nine months ended September 30, 2024 compared to the same periods last year, Segment Adjusted EBITDA related to our Pipeline Systems segment increased due to the acquisition of NuStar on May 3, 2024 and the formation of the Permian joint venture on July 1, 2024.
Terminals
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2024 2023 Change 2024 2023 Change
Throughput (barrels per day) 694 421 273 581 395 186
Terminals segment profit $ 101 $ 60 $ 41 $ 256 $ 119 $ 137
Expenses $ 52 $ 22 $ 30 $ 148 $ 49 $ 99
Segment Adjusted EBITDA $ 67 $ 21 $ 46 $ 113 $ 63 $ 50
Volumes. For the three and nine months ended September 30, 2024 compared to the same periods last year, volumes increased due to recently acquired assets.
Segment Adjusted EBITDA. For the three and nine months ended September 30, 2024 compared to the same periods last year, Segment Adjusted EBITDA related to our Terminals segment increased primarily due to the recent acquisitions of NuStar, Zenith European terminals and Zenith Energy terminals located across the East Coast and Midwest.
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, 2023 may also significantly impact our liquidity.
As of September 30, 2024, we had $116 million of cash and cash equivalents on hand and borrowing capacity of $1.42 billion on our Credit Facility. The Partnership was in compliance with all financial covenants at September 30, 2024. 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 2024; however, we may issue debt or equity securities prior to that time 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.
Nine months ended September 30, 2024 compared to nine months ended September 30, 2023.Net cash provided by operating activities during 2024 was $426 million compared to $416 million for 2023, and net income was $733 million for 2024 and $500 million for 2023. The difference between net income and net cash provided by operating activities for the nine months ended September 30, 2024 primarily consisted of net changes in operating assets and liabilities (net of effects of acquisitions and divestitures) of $65 million and non-cash items totaling $242 million.
The non-cash activity in 2024 and 2023 consisted primarily of depreciation, amortization and accretion of $216 million and $141 million, respectively, non-cash unit-based compensation expense of $12 million and $13 million, respectively, unfavorable inventory valuation adjustments of $99 million and favorable inventory valuation adjustments of $113 million, respectively, loss on disposal of assets and impairment charges of $52 million and a gain on disposal of assets of $8 million, respectively, amortization of deferred financing fees of $20 million and $6 million, respectively, and deferred income tax benefit of $14 million and deferred income tax expense of $8 million, respectively.
Net income also included equity in earnings of unconsolidated affiliates of $35 million and $4 million in 2024 and 2023, respectively, as well as a $598 million gain from the West Texas Sale in 2024.
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.
Nine months ended September 30, 2024 compared to nine months ended September 30, 2023.Net cash provided by investing activities during 2024 was $609 million compared to net cash used in investing activities of $213 million for 2023. Capital expenditures for 2024 were $212 million compared to $132 million for 2023. In 2024, we paid $209 million in cash for the acquisitions of terminals, including working capital, and received $27 million in cash from the NuStar acquisition. In 2023, we paid $111 million in cash for the acquisition of 16 refined product terminals from Zenith Energy, including working capital.
Distributions from unconsolidated affiliates in excess of cumulative earnings were $6 million and $7 million for 2024 and 2023, respectively. Proceeds from disposal of property and equipment were $7 million and $25 million for 2024 and 2023, respectively. Additionally, we received $990 million in cash proceeds from the West Texas Sale.
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.
Nine months ended September 30, 2024 compared to nine months ended September 30, 2023. Net cash used in financing activities was $948 million and $29 million for 2024 and 2023, respectively.
During the nine months ended September 30, 2024, we:
•borrowed $1.50 billion and repaid $415 million in senior notes;
•borrowed $1.87 billion and repaid $2.69 billion under the Credit Facility;
•paid $19 million in loan origination costs;
•redeemed $784 million of preferred units;
•paid $406 million in distributions to our unitholders, of which $165 million was paid to Energy Transfer; and
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•paid $8 million in distributions to noncontrolling interests.
During the nine months ended September 30, 2023, we:
•borrowed $2.63 billion and repaid $2.88 billion under the Credit Facility; and
•paid $271 million in distributions to our unitholders, of which $128 million was paid to Energy Transfer.
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 2024, we declared a quarterly distribution of $0.8756 per common unit, which will result in the payment of approximately $119 million to common unitholders and $36 million to the IDR holders. The declared distribution will be paid on August 19, 2024 to unitholders of record on August 9, 2024.
Capital Expenditures
The following is a summary of capital expenditures for the nine months ended September 30, 2024:
For the nine months ended September 30, 2024, total capital expenditures were $212 million, which included $146 million for growth capital and $66 million for maintenance capital.
We currently expect to spend approximately $120 million in maintenance capital expenditures and at least $300 million in growth capital for the full year 2024.
Description of Indebtedness
As of the dates set forth below, our outstanding consolidated indebtedness was as follows:
September 30,
2024 		December 31,
2023
Credit Facility $ 50 $ 411
5.750% senior notes due 2025 (1)
600 -
6.000% senior notes due 2026 (1)
500 -
6.000% senior notes due 2027
600 600
5.625% senior notes due 2027(1)
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 -
4.500% senior notes due 2030
800 800
6.375% senior notes due 2030(1)
600 -
7.250% senior notes due 2032
750 -
GoZone Bonds(1)
322 -
Lease-related financing obligations 139 94
Net unamortized premiums, discounts and fair value adjustments 15 -
Deferred debt issuance costs (39) (25)
Total debt 7,337 3,580
Less: current maturities 78 -
Total long-term debt, net $ 7,259 $ 3,580
(1)These senior notes and bonds, totaling $2.57 billion aggregate principal amount, were assumed by the Partnership in connection with the closing of the NuStar acquisition in May 2024.
April 2024 Notes Offering
On April 30, 2024, the Partnership issued $750 million of 7.000% senior notes due 2029 and $750 million of 7.250% senior notes due 2032 in a private offering. The Partnership used the net proceeds from the offering to (i) repay certain outstanding indebtedness of NuStar, in connection with the merger between the Partnership and NuStar, (ii) fund the redemption of NuStar's preferred units in connection with the merger and (iii) pay offering fees and expenses.
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NuStar Acquisition
During the second quarter of 2024, subsequent to the closing of the NuStar acquisition, the Partnership redeemed NuStar's subordinated notes totaling $403 million and repaid and terminated NuStar's credit facility totaling $455 million.
Credit Facility
As of September 30, 2024, the balance on the Credit Facility was $50 million, and $28 million standby letters of credit were outstanding. The unused availability on the Credit Facility at September 30, 2024 was $1.42 billion. The weighted average interest rate on the total amount outstanding at September 30, 2024 was 7.30%. The Partnership was in compliance with all financial covenants at September 30, 2024.
On May 3, 2024, the Partnership amended its credit facility, extending the maturity to May 2029.
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 Sunoco Finance Corp. are fully and unconditionally guaranteed by 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 7 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 is not included in the tables below, as such information was not required for the prior period. Income statement information included below in the table and related disclosure includes the NuStar subsidiaries for May 3, 2024 (the acquisition date) through September 30, 2024 only.
In connection with the formation of the Permian joint venture, certain guarantor subsidiaries were contributed to the joint venture and deconsolidated by the Partnership effective July 1, 2024. Those contributed subsidiaries were released from their guarantees concurrent with the formation of the joint venture. Accordingly, those former guarantor subsidiaries are excluded from the summarized combined balance sheet information presented below, and the summarized combined income statement information below only includes the results of those former guarantor subsidiaries for the period from the NuStar acquisition date of May 3, 2024 through June 30, 2024.
Summarized Combined Balance Sheet Information for the Guarantor Issuer Group: September 30, 2024
Current assets (a)
$ 1,872
Non-current assets 11,193
Current liabilities 1,725
Non-current liabilities, including long-term debt 8,029
(a)Excludes $57 million of net intercompany receivable owed from the non-guarantor subsidiaries from the Guarantor Issuer Group.
Long-term assets for the non-guarantor subsidiaries totaled $864 million as of September 30, 2024.
Summarized Combined Income Statement Information for the Guarantor Issuer Group: Nine Months Ended September 30, 2024
Revenues $ 16,852
Operating income 530
Net income 712
Revenues and net income for the non-guarantor subsidiaries totaled $572 million and $13 million, respectively, for the nine months ended September 30, 2024
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, 2023, filed with the SEC on February 16, 2024. 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 $50 million of outstanding borrowings on the Credit Facility as of September 30, 2024. The annualized effect of a one percentage point change in floating interest rates on our variable rate debt obligations outstanding at September 30, 2024 would be an approximately $1 million change to interest expense. 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 nine months of 2024 or 2023.
Commodity Price Risk
Our subsidiaries hold working inventories of refined petroleum products, renewable fuels, gasoline blendstocks and transmix in storage. As of September 30, 2024, we held approximately $801 million 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 0.4 million barrels with an aggregate unrealized gain of $0.2 million at September 30, 2024.
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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 Securities and Exchange Commission ("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
We closed the acquisition of NuStar Energy L.P. on May 3, 2024, and are currently integrating its operations and internal control structure. Certain of NuStar's internal controls over financial reporting, including disclosure controls and corporate governance procedures, have already been impacted by changes made to conform to the existing controls and procedures of Sunoco LP. None of the changes resulting from the NuStar acquisition and integration were in response to an identified deficiency or material weakness in our internal control over financial reporting.
Other than the changes resulting from the NuStar acquisition and integrations, 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 September 30, 2024, 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 form 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, 2023 filed with the SEC on February 16, 2024 and in "Part II - Item 1A. Risk Factors" of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 9, 2024.
Item 6. Exhibits
Exhibit No. Description
2.1
2.2
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
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3.13
3.14
3.15
4.1
4.2
4.3
4.4
4.5
10.1^
10.2^
10.3^
10.4^
10.5^
10.6^
10.7^
10.8^
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10.9^
10.10^
10.11^
10.12^
10.13^
10.14^
10.15^
22.1 *
List of Guarantor and Issuer Subsidiaries
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 September 30, 2024, 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
^ Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will provide a copy of such omitted documents to the Securities and Exchange Commission upon request.
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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: November 7, 2024 By /s/ Rick Raymer
Rick Raymer
Vice President, Controller and
Principal Accounting Officer
(In his capacity as principal accounting officer)
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