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Sunoco LP

For the period ended Mar 31, 2025. Filed May 8, 2025.

View on SEC.gov

About this filing

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

SUN$61.73+0.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-07.

0001552275-24-000086

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0001552275-25-000051

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 150 previous paragraphs and 147 current paragraphs.

63 unchanged; 49 reworded; 33 added; 35 removed; 3 previous and 2 current paragraphs rearranged.

Tables are not compared: 9 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (33)

Current report

•changes to, and the application of, regulation of tariff rates and operational requirements related to our joint ventures’ and subsidiaries’ interstate and intrastate pipelines, including the impact on the raw materials;

Current report

•the ability to successfully identify and consummate strategic acquisitions at purchase prices that are accretive to our financial results and to successfully integrate acquired businesses;

Current report

On May 5, 2025, Sunoco and Parkland Corporation (“Parkland”) announced that the parties have entered into a definitive agreement whereby Sunoco plans to acquire all outstanding shares of Parkland in a cash and equity transaction valued at approximately $9.1 billion, including assumed debt.

Current report

As part of the transaction, Sunoco intends to form a new publicly-traded Delaware limited liability company named SUNCorp, LLC (“SUNCorp”). SUNCorp is expected to hold limited partnership units of Sunoco that are economically equivalent to Sunoco’s publicly-traded common units on the basis of one Sunoco common unit for each outstanding SUNCorp unit. For a period of two years following closing of the transaction, Sunoco would ensure that SUNCorp unitholders receive the same dividend equivalent as the distribution to Sunoco unitholders.

Current report

Under the terms of the agreement, Parkland shareholders would receive 0.295 SUNCorp units and C$19.80 for each Parkland share, implying a 25% premium based on the 7-day volume weighted average prices of both Parkland and Sunoco as of May 2, 2025. Parkland shareholders could elect, in the alternative, to receive C$44.00 per Parkland share in cash or 0.536 SUNCorp units for each Parkland share, subject to proration to ensure that the aggregate consideration payable in connection with the transaction does not exceed C$19.80 in cash per Parkland share outstanding as of immediately before close and 0.295 SUNCorp units per Parkland share outstanding as of immediately before close.

Current report

The transaction is currently expected to close in the second half of 2025 upon the satisfaction of closing conditions, including approval by Parkland’s shareholders and customary regulatory and stock exchange listing approvals.

Current report

In March 2025, the Partnership entered into an agreement to acquire TanQuid GmbH & Co. KG (“TanQuid”) for approximately €500 million (approximately $540 million as of March 31, 2025), including approximately €300 million of assumed debt. TanQuid owns and operates 15 fuel terminals in Germany and one fuel terminal in Poland. The transaction is expected to close in the second half of 2025, subject to customary closing conditions, and will be funded using cash on hand and amounts available under the Partnership's Credit Facility.

Current report

In the first quarter of 2025, we acquired fuel equipment, motor fuel inventory and supply agreements in two separate transactions for total consideration of approximately $17 million. Aggregate consideration included $12 million in cash and 91,776 newly issued Sunoco LP common units, which had an aggregate acquisition-date fair value of approximately $5 million. These transactions were accounted for as asset acquisitions, and the purchase price was primarily allocated to property and equipment and other non-current assets.

Current report

Liquids pipelines transporting in interstate commerce are regulated by the Federal Energy Regulatory Commission (“FERC”) as common carriers under the Interstate Commerce Act (“ICA”). Under the ICA, the FERC utilizes an indexing rate methodology which, as currently in effect, allows common carriers to change their rates within prescribed ceiling levels that are tied to changes in the Producer Price Index for Finished Goods, or PPI-FG. Many existing pipelines utilize the FERC liquids index to change transportation rates annually. The indexing methodology is applicable to existing rates, with the exclusion of market-based rates. The FERC’s indexing methodology is subject to review every five years.

Current report

On December 17, 2020, FERC issued an order establishing a new index of PPI-FG plus 0.78%. The FERC received requests for rehearing of its December 17, 2020 order and on January 20, 2022, granted rehearing and modified the oil index. Specifically, for the five-year period commencing July 1, 2021 and ending June 30, 2026, FERC-regulated liquids pipelines charging indexed rates are permitted to adjust their indexed ceilings annually by PPI-FG minus 0.21%. FERC directed liquids pipelines to recompute their ceiling levels for July 1, 2021 through June 30, 2022, as well as the ceiling levels for the period July 1, 2022 to June 30, 2023, based on the new index level. Where an oil pipeline’s filed rates exceed its ceiling levels, FERC ordered such oil pipelines to reduce the rate to bring it into compliance with the recomputed ceiling level to be effective March 1, 2022. Some parties sought rehearing of the January 20 order with FERC, which was denied by FERC on May 6, 2022. Certain parties appealed the January 20 and May 6 orders. On July 26, 2024, the D.C. Circuit ruled in LEPA v. FERC that FERC violated the Administrative Procedure Act because the January 20 order modified the index without following notice and comment. As a result, the D.C. Circuit vacated the January 20 order and on September 17, 2024, the Commission reinstated the index level established by its original December 17 order, directed pipelines to file an informational filing to show their recomputed ceiling levels reflecting the reinstated index level and stated that pipelines may file to prospectively increase their indexed rates to their recomputed levels. On October 17, 2024, FERC issued a Supplemental Notice of Proposed Rulemaking ("Supplemental NOPR") that proposes a reduction to the currently effective index by one percent. The Supplemental NOPR, which remains pending before FERC, could result in the reimplementation through a notice-and-comment rulemaking of the same rulings that were vacated by the D.C. Circuit in LEPA v. FERC.

Current report

On October 20, 2022, the FERC issued a policy statement on the Standard Applied to Complaints Against Oil Pipeline Index Rate Changes to establish guidelines regarding how the FERC will evaluate shipper complaints against oil pipeline index rate increases. Specifically, the policy statement adopted the proposal in the FERC’s earlier Notice of Inquiry issued on March 25, 2020 to eliminate the “Substantially Exacerbate Test” as the preliminary screen applied to complaints against index rate increases and instead adopt the proposal to apply the “Percentage Comparison Test” as the preliminary screen for both protests and complaints against index rate increases. At this time, we cannot determine the effect of a change in the FERC’s preliminary screen for complaints against index rate changes; however, a revised screen would result in a threshold aligned with the existing threshold for protests against index rate increases. Any complaint or protest raised by a shipper could materially and adversely affect our financial condition, results of operations or cash flows.

Current report

Loss on Extinguishment of Debt. For the three months ended March 31, 2025, loss on extinguishment of debt was related to the redemption of the Partnership's $600 million of 5.750% senior notes due 2025.

Current report

Income Tax Expense (Benefit). For the three months ended March 31, 2025 compared to the same period last year, income tax expense decreased primarily due to therecognition of tax benefits associated with certain prior tax positions that previously did not meet the criteria for recognition in the Partnership’s financial statements and the recognition of a tax benefit associated with the discount on purchased tax credits.

Current report

The following table presents financial information related to unconsolidated affiliates:

Current report

(1)These amounts represent our proportionate share of the Adjusted EBITDA of our unconsolidated affiliates and are based on our equity in earnings or losses of our unconsolidated affiliates adjusted for our proportionate share of the unconsolidated affiliates’ interest, depreciation, amortization, accretion, non-cash items and taxes.

Current report

(1)Excludes the impact of inventory valuation adjustments consistent with the definition of Adjusted EBITDA.

Current report

Volumes. For the three months ended March 31, 2025 compared to the same period last year, volumes decreased primarily due to the sale of assets in West Texas (the “West Texas Sale”) in April 2024 offset by volume increases from investment and profit optimization.

Current report

Three months ended March 31, 2025 compared to three months ended March 31, 2024. Net cash provided by operating activities during 2025 was $156 million compared to $286 million for 2024, and net income was $207 million for 2025 and

Current report

Cash provided by operating activities includes cash distributions received from unconsolidated affiliates that are deemed to be paid from cumulative earnings, which distributions were $85 million in 2025.

Current report

In 2025, we paid $24 million in cash contributions to unconsolidated affiliates.

Current report

Three months ended March 31, 2025 compared to three months ended March 31, 2024. Net cash provided by financing activities during 2025 was $23 million compared to $123 million in 2024.

Current report

•borrowed $1.09 billion and repaid $1.30 billion under the Credit Facility;

Current report

•borrowed $889 million and repaid $675 million under the Credit Facility; and

Current report

For the three months ended March 31, 2025, total capital expendit ures on an accrual basis were $101 million, which included $75 million for growth capital and $26 million for maintenance capital. This includes the Partnership's proportionate share ofcapital expenditures related to its investments in ET-S Permian and J.C. Nolan of $18 million for growth capital and $2 million for maintenance capital.

Current report

(1)As of March 31, 2025, $75 million of GoZone Bonds due on or before March 31, 2026 were classified as long-term as management has the intent and ability to refinance the borrowings on a long-term basis.

Current report

In March 2025, the Partnership issued $1.00 billion of 6.250% senior notes due 2033 in a private offering. These notes will mature on July 1, 2033 and interest is payable semi-annually on January 1 and July 1 of each year. The Partnership used the net proceeds from the private offering to repay its $600 million of 5.750% senior notes due 2025 and to repay a portion of the outstanding borrowings under its Credit Facility.
Removed paragraphs (35)

Previous report

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.

Previous report

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.

Previous report

On August 30, 2024, we acquired a terminal in Portland, Maine for approximately $24 million, including working capital.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

SUN holds a 32.5% interest with Energy Transfer holding the remaining 67.5% interest in the joint venture.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

•an increase of $13 million related to a 1% increase in gallons sold and an increase in profit per gallon; and

Previous report

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.

Previous report

•borrowed $1.87 billion and repaid $2.69 billion under the Credit Facility;

Previous report

•paid $8 million in distributions to noncontrolling interests.

Previous report

•borrowed $2.63 billion and repaid $2.88 billion under the Credit Facility; and

Previous report

The following is a summary of capital expenditures for the nine months ended September 30, 2024:

Previous report

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.

Previous report

(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.

Previous report

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.

Previous report

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.

Previous report

On May 3, 2024, the Partnership amended its credit facility, extending the maturity to May 2029.

Previous report

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.
Reworded paragraphs (49)

Previous wording

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.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and notes to consolidated financial statements included elsewhere in this report. Additional discussion and analysis related to the Partnership is contained in our Annual Report on Form 10-K, including the audited consolidated financial statements for the fiscal year ended December 31, 2024 included therein.

Previous wording

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:

Current wording

Some of the information in this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 21E of the Exchange Act. All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Statements using words such as “believe,” “plan,” “could,” “expect,” “anticipate,” “intend,” “forecast,” “assume,” “estimate,” “continue,” “position,” “predict,” “project,” “goal,” “strategy,” “budget,” “potential,” “will” and other similar words or phrases are used to help identify forward-looking statements, although not all forward-looking statements contain such identifying words. Descriptions of our objectives, goals, targets, plans, strategies, costs, anticipated capital expenditures, expected cost savings and benefits are also forward-looking statements. These forward-looking statements are based on our current plans and expectations and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements, including:

Previous wording

•business strategy and operations of Energy Transfer LP ("Energy Transfer") and its conflicts of interest with us;

Current wording

•business strategy and operations of Energy Transfer and its conflicts of interest with us;

Previous wording

•general economic conditions, including sustained periods of inflation, supply chain disruptions and associated central bank monetary policies;

Current wording

•general economic conditions, including sustained periods of inflation, supply chain disruptions, new, increased and reciprocal tariffs and associated central bank monetary policies;

Previous wording

•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.

Current wording

•our partnership structure, which may create conflicts of interest between us and our General Partner and its affiliates, and limits the fiduciary duties of our General Partner and its affiliates.

Previous wording

All forward-looking statements, express or implied, are expressly qualified in their entirety by the foregoing cautionary statements.

Current wording

All forward-looking statements, expressed or implied, are expressly qualified in their entirety by the foregoing cautionary statements.

Previous wording

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.

Current wording

Many of the foregoing risks and uncertainties are, and will be, heightened by any further worsening of the global business and economic environment. New factors that could impact forward-looking statements emerge from time to time, and it is not possible for us to predict all such factors. Should one or more of the risks or uncertainties described or referenced in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025 occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements.

Previous wording

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.

Current wording

You should not put undue reliance on any forward-looking statements. When considering forward-looking statements, please review the risks described or referenced under the heading “Item 1A. Risk Factors” herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025. 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.

Previous wording

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.

Current wording

As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the terms “Partnership,” “we,” “us” or “our” should be understood to refer to Sunoco LP and its consolidated subsidiaries, unless the context clearly indicates otherwise.

Previous wording

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.

Current wording

We are a Delaware master limited partnership primarily engaged in energy infrastructure and distribution of motor fuels in over 40 U.S. states, Puerto Rico, Europe and Mexico. Our midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 100 terminals. Our fuel distribution operations serve approximately 7,400 Sunoco and partner branded locations and additional independent dealers and commercial customers.

Previous wording

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.

Current wording

Adjusted EBITDA reflects amounts for the unconsolidated affiliates based on the same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliates as those excluded from the calculation of Adjusted EBITDA, such as interest, taxes, depreciation, amortization, accretion and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates. The use of Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly.

Previous wording

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.

Current wording

Net Income. For the three months ended March 31, 2025 compared to the same period last year, net income decreased primarily due to increases in operating expenses, depreciation, amortization and accretion and interest expense. These increases were partially offset by favorable results from our operations, as reflected in the increases in Segment Adjusted EBITDA, an increase in equity in earnings of unconsolidated affiliates primarily related to ET-S Permian and a decrease in income tax expense. These changes are discussed in more detail below.

Previous wording

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.

Current wording

Adjusted EBITDA (consolidated). For the three months ended March 31, 2025 compared to the same period last year, Adjusted EBITDA increased primarily due to an increase in total segment profit of $238 million, excluding inventory valuation adjustments (see below for explanation of inventory adjustments), primarily related to the acquisitions of NuStar and Zenith European terminals, and an increase in increase in Adjusted EBITDA related to unconsolidated affiliates of $47 million, partially offset by increases in operating costs (including operating expenses, general and administrative expenses and lease expense) of $56 million, primarily related to the acquisitions of NuStar and Zenith European terminals.

Previous wording

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.”

Current wording

Additional discussion on the changes impacting net income and comprehensive income and Adjusted EBITDA for the three months ended March 31, 2025 compared to the same period last year is available below and in “Segment Operating Results.”

Previous wording

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.

Current wording

Depreciation, Amortization and Accretion. For the three months ended March 31, 2025 compared to the same period last year, depreciation, amortization and accretion increased primarily due to additional depreciation and amortization from assets recently placed in service and from recent acquisitions.

Previous wording

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.

Current wording

Interest Expense, net. For the three months ended March 31, 2025 compared to the same period last year, interest expense increased primarily due to an increase in average total long-term debt, including debt assumed in the acquisition of NuStar.

Previous wording

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.

Current wording

Unreal ized (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.

Previous wording

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.

Current wording

Inventory Valuation Adjustments. Inventory valuation adjustments represent changes in lower of cost or market reserves using the LIFO method on the Partnership’s inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period. For the three months ended March 31, 2025 and 2024, the Partnership's cost of sales included favorable inventory valuation adjustments of $61 million and $130 million, respectively, which increased net income.

Previous wording

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.

Current wording

Adjusted EBITDA Related to Unconsolidated Affiliates and Equity in Earnings of Unconsolidated Affiliates. For the three months ended March 31, 2025, the increase in the amounts reported related to unconsolidated affiliates was primarily due to the formation of ET-S Permian effective July 1, 2024.

Previous wording

•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.

Current wording

•Adjusted EBITDA related to unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliate as those excluded from the calculation of Segment Adjusted EBITDA, such as interest, taxes, depreciation, amortization, accretion and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates.

Previous wording

The following analysis of segment operating results includes a measure of segment profit. Segment profit is a non-GAAP financial measure and is presented herein to assist in the analysis of segment operating results and particularly to facilitate an understanding of the impacts that changes in sales revenues have on the segment performance measure of Segment Adjusted EBITDA. Segment profit is similar to the GAAP measure of gross profit, except that segment profit excludes charges for depreciation, 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.

Current wording

The following analysis of segment operating results includes a measure of segment profit. Segment profit is a non-GAAP financial measure and is presented herein to assist in the analysis of segment operating results and particularly to facilitate an understanding of the impacts that changes in sales revenues have on the segment performance measure of Segment Adjusted EBITDA. Segment profit is similar to the GAAP measure of gross profit, except that segment profit excludes charges for depreciation, amortization and accretion. The most directly comparable measure to segment profit is gross profit.

Previous wording

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.

Current wording

In addition, for the Fuel Distribution segment, the following sections include information on the components of segment profit by sales type, which components are included in order to provide additional disaggregated information to facilitate the analysis of segment profit and Segment Adjusted EBITDA. These components of segment profit are calculated consistent with the calculation of segment profit; therefore, these components also exclude charges for depreciation, amortization and accretion.

Previous wording

•a decrease of $19 million in expenses primarily due to the West Texas Sale in April 2024 and lower allocated overhead; partially offset by

Current wording

•a decrease of $17 million in expenses primarily due to the West Texas Sale and lower allocated overhead; partially offset by

Previous wording

•a decrease of $10 million in lease profit due to the West Texas Sale in April 2024.

Current wording

•a decrease of $9 million in lease profit due to the West Texas Sale; and

Previous wording

•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

Current wording

•a decrease of $3 million related to a decrease in gallons sold due to the West Texas Sale, partially offset by an increase in profit per gallon.

Previous wording

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.

Current wording

Volumes. For the three months ended March 31, 2025 compared to the same period last year, volumes increased due to recently acquired assets.

Previous wording

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.

Current wording

Segment Adjusted EBITDA. For the three months ended March 31, 2025 compared to the same period 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 ET-S Permian on July 1, 2024.

Previous wording

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.

Current wording

Volumes. For the three months ended March 31, 2025 compared to the same period last year, volumes increased due to recently acquired assets.

Previous wording

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.

Current wording

Segment Adjusted EBITDA. For the three months ended March 31, 2025 compared to the same period last year, Segment Adjusted EBITDA related to our Terminals segment increased primarily due to the acquisitions of NuStar and Zenith European terminals.

Previous wording

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.

Current wording

As of March 31, 2025, wehad $172 million of cash and cash equivalents on hand and borrowing capacity of $1.44 billion on our Credit Facility. The Partnership was in compliance with all financial covenants at March 31, 2025. Based on our current estimates, we expect to utilize capacity under the Credit Facility, along with cash from operations, to fund our announced growth capital expenditures and working capital needs for 2025; however, we may issue debt or equity securities as we deem prudent to provide liquidity for new capital projects or other partnership purposes.

Previous wording

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.

Current wording

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). 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.

Previous wording

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.

Current wording

$230 million for 2024. The difference between net income and net cash provided by operating activities for the three months ended March 31, 2025 primarily consisted of net changes in operating assets and liabilities (net of effects of acquisitions) of $232 million and non-cash items totaling $96 million.

Previous wording

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.

Current wording

The non-cash activity in 2025 and 2024 consisted primarily of depreciation, amortization and accretion of $156 million and $43 million, respectively, non-cash unit-based compensation expense of $4 million for both periods, favorable inventory valuation adjustments of $61 million and $130 million, respectively, loss on disposal of assetsof $3 million and $2 million, respectively, amortization of deferred financing fees of $3 million and $9 million, respectively, and deferred income tax benefit of $7 million and defe rred income tax expense of $4 million, respectively.

Previous wording

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.

Current wording

Net income also included equity in earnings of unconsolidated affiliates of $32 million and $2 million in 2025 and 2024, respectively.

Previous wording

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.

Current wording

Three months ended March 31, 2025 compared to three months ended March 31, 2024. Net cash used in investing activities during 2025 was $101 million compared to $223 million in 2024. Capital expenditures for 2025 were $101 million compared to $41 million for 2024. In 2025, we paid $12 million in cash for the acquisitions of fuel equipment, motor fuel inventory, and supply agreements. In 2024, we paid $185 million in cash for the acquisition of Zenith European terminals.

Previous wording

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.

Current wording

Distributions from unconsolidated affiliates in excess of cumulative earnings were $33 million and $1 million for 2025 and 2024, respectively. Proceeds from disposal of property and equipment were $3 million and $2 million for 2025 and 2024, respectively.

Previous wording

•borrowed $1.50 billion and repaid $415 million in senior notes;

Current wording

•borrowed $1.00 billion and repaid $603 million in senior notes;

Previous wording

•paid $271 million in distributions to our unitholders, of which $128 million was paid to Energy Transfer.

Current wording

•paid $159 million in distributions to our unitholders, of which $63 million was paid to Energy Transfer.

Showing the first 40 of 49 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

The following table presents a reconciliation of segment profit to gross profit:

Current report — wording carried from elsewhere

During the three months ended March 31, 2024, we:
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

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:

Previous report — wording carried elsewhere

•a decrease of $47 million in expenses primarily due to the West Texas sale in April 2024 and lower allocated overhead; partially offset by

Previous report — wording carried elsewhere

•a decrease of $16 million in lease profit due to the West Texas Sale in April 2024.