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Sunoco LP

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

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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.

Jun 30, 2025 · Filed Aug 7, 2025

SUN$62.70+1.6%Stored close · as of Nov 9, 2026

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Description of Indebtedness

As of the dates set forth below, our outstanding consolidated indebtedness was as follows:

June 30,2025December 31,2024
Credit Facility$206$203
5.750% senior notes due 2025—600
6.000% senior notes due 2026 (1)500500
6.000% senior notes due 2027600600
5.625% senior notes due 2027550550
5.875% senior notes due 2028400400
7.000% senior notes due 2028500500
4.500% senior notes due 2029800800
7.000% senior notes due 2029750750
4.500% senior notes due 2030800800
6.375% senior notes due 2030600600
7.250% senior notes due 2032750750
6.250% senior notes due 20331,000—
GoZone Bonds247322
Lease-related financing obligations131132
Net unamortized premiums, discounts and fair value adjustments1616
Deferred debt issuance costs(45)(37)
Total debt7,8057,486
Less: current maturities22
Total long-term debt, net$7,803$7,484

(1)As of June 30, 2025, $500 million aggregate principal amount of 6.000% senior notes due before June 30, 2026 were classified as long-term as management has the intent and ability to refinance the borrowings on a long-term basis.

March 2025 Senior Notes Offering and Redemption

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

Credit Facility

As of June 30, 2025, we had $206 million of outstanding borrowings on the Credit Facility, which matures in June 2030, and$51 million standby letters of credit were outstanding. The unused availability on the Credit Facility as of June 30, 2025 was$1.24 billion. The weighted average interest rate on the total amount outstanding as of June 30, 2025 was 6.42%. The Partnershipwas in compliance with all financial covenants as of June 30, 2025.

Guarantor Summarized Financial Information

The senior notes issued by NuStar Logistics are fully and unconditionally guaranteed by Sunoco LP, Sunoco Finance Corp. and certain of its subsidiaries; the senior notes issued by Sunoco LP and the senior notes co-issued by Sunoco LP and Sunoco Finance Corp. are fully and unconditionally guaranteed by NuStar, NuStar Logistics and certain other subsidiaries. Each guarantee of the senior notes (i) ranks equally in right of payment with all other existing and future unsecured senior indebtedness of that guarantor, (ii) is structurally subordinated to all existing and any future indebtedness and obligations of any subsidiaries of that guarantor that do not guarantee the notes and (iii) ranks senior to its guarantee of our subordinated indebtedness. See Note 8 of the Notes to Financial Statements in Item 1. “Financial Statements” for a discussion of certain of our debt obligations.

The following tables present summarized combined balance sheet and income statement information for Sunoco LP, Sunoco Finance Corp. and NuStar Logistics (the “Issuers”), as well as the subsidiaries that guarantee the senior notes issued by those three entities (collectively with the Issuers, the “Guarantor Issuer Group”). Intercompany items among the Guarantor Issuer Group have been eliminated in the summarized combined financial information below, as well as intercompany balances and activity for the Guarantor Issuer Group with non-guarantor subsidiaries, including the Guarantor Issuer Group’s investment balances in non-guarantor subsidiaries. Comparative period information for the summarized combined income statement is not included in the respective table below, as such information was not required for the prior period.

Summarized Combined Balance Sheet Information for the Guarantor Issuer Group:June 30,2025December 31,2024
Current assets$2,310$2,225
Non-current assets11,04811,119
Current liabilities(a)1,5761,903
Non-current liabilities, including long-term debt8,5748,244

(a)Excl udes $140 million and $73 million of net intercompany payables owed to the non-guarantor subsidiaries from the Guarantor Issuer Group as of June 30, 2025 and December 31, 2024, respectively.

Long-term assets for the non-guarantor subsidiaries totaled $898 million and $792 million as of June 30, 2025 and December 31, 2024, respectively.

Summarized Combined Income Statement Information for the Guarantor Issuer Group:Six Months Ended June 30, 2025
Revenues$10,228
Operating income373
Net income170

Revenues and net income for the non-guarantor subsidiaries totaled $341 million and $123 million, respe ctively, for the six months ended June 30, 2025.

Critical Accounting Estimates

The Partnership's critical accounting estimates are described in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025. No significant changes have occurred subsequent to the Form 10-K filing.

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