Sunoco LP
For the period ended Mar 31, 2025. Filed May 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
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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: March 31, 2025
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
Commission File Number: 001-35653
(Exact name of registrant as specified in its charter)
| 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☐ Noý
The registrant had 136,332,192 common units and 16,410,780 Class C units, both representing limited partner interests outstanding as of May 2, 2025.
FORM 10-Q
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | |
|---|---|
| Item 1. Financial Statements | 4 |
| Consolidated Balance Sheets | 4 |
| Consolidated Statements of Operations | 5 |
| Consolidated Statements of Comprehensive Income | 6 |
| Consolidated Statements of Equity | 7 |
| Consolidated Statements of Cash Flows | 8 |
| Notes to Consolidated Financial Statements | 9 |
| 1. Organization and Principles of Consolidation | 9 |
| 2. Summary of Significant Accounting Policies | 9 |
| 3. Acquisitions | 9 |
| 4. Accounts Receivable, net | 10 |
| 5. Inventories, net | 10 |
| 6. Investments in Unconsolidated Affiliates | 10 |
| 7. Accrued Expenses and Other Current Liabilities | 11 |
| 8. Debt Obligations | 11 |
| 9. Other Non-Current Liabilities | 12 |
| 10. Related Party Transactions | 12 |
| 11. Revenue | 13 |
| 12. Commitments and Contingencies | 15 |
| 13. Equity | 15 |
| 14. Segment Reporting | 15 |
| 15. Net Income per Common Unit | 18 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk | 29 |
| Item 4. Controls and Procedures | 30 |
| PART II - OTHER INFORMATION | |
| Item 1. Legal Proceedings | 31 |
| Item 1A. Risk Factors | 31 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 34 |
| Item 6. Exhibits | 35 |
| SIGNATURE | 36 |
Definitions
References to the “Partnership,” “we,” “us” and “our” refer to Sunoco LP and its consolidated subsidiaries. In addition, the following is a list of certain acronyms and terms used throughout this document:
| AOCI | accumulated other comprehensive income (loss) |
|---|---|
| Credit Facility | Sunoco LP's $1.50 billion revolving credit facility, which matures in May 2029 |
| Energy Transfer | Energy Transfer LP |
| ET-S Permian | ET-S Permian Holdings Company LP, a joint venture between Sunoco LP and Energy Transfer, which owns crude oil and water gathering pipelines and storage assets in the Permian Basin |
| Exchange Act | Securities Exchange Act of 1934, as amended |
| GAAP | accounting principles generally accepted in the United States of America |
| General Partner | Sunoco GP LLC, the general partner of Sunoco LP |
| IDRs | incentive distribution rights |
| J.C. Nolan | collectively, J.C. Nolan Terminal Co., LLC and J.C. Nolan Pipeline Co., LLC, both of which are joint ventures between Sunoco LP and Energy Transfer, which own a diesel fuel storage terminal in Midland, Texas and a 500-mile diesel fuel pipeline |
| LIFO | last-in, first-out |
| NuStar | NuStar Energy L.P. |
| NuStar Logistics | NuStar Logistics L.P., a wholly owned subsidiary acquired in the acquisition of NuStar |
| SEC | Securities and Exchange Commission |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.