SunocoCorp LLC
For the period ended Mar 31, 2026. Filed May 7, 2026.
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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, 2026 · Filed May 7, 2026
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Item 2. Results of Operations
Results of Operations
Change in Reporting Entity
SunocoCorp was previously named NuStar GP Holdings, LLC and was a consolidated subsidiary of Sunoco. SunocoCorp’s name was changed in 2025 in anticipation of the restructuring changes that occurred in connection with the Parkland Acquisition. Upon the consummation of the Parkland Acquisition, SunocoCorp became the primary beneficiary of Sunoco based on (i) SunocoCorp’s rights to appoint and remove the directors of Sunoco GP Board and (ii) SunocoCorp’s economic interest in Sunoco held via 100% of the Sunoco Class D Units; accordingly, management concluded that SunocoCorp should consolidate Sunoco. Given SunocoCorp’s consolidation of its previous parent (Sunoco) upon the consummation of the Parkland Acquisition, management of the Company concluded that the restructuring constituted a change in reporting entity under Accounting Standards Codification Topic 250 (“ASC 250”), because the consolidated financial statements of the Company are, in effect, the statements of a different reporting entity. Accordingly, the Company’s consolidated financial statements prior to the Parkland Acquisition have been retrospectively restated to reflect the consolidation of Sunoco for all periods, and Sunoco’s equity prior to the Parkland Acquisition is reflected as “predecessor equity” in the Company’s consolidated financial statements for those periods. Accordingly, the results of operations included herein also reflect the consolidation of Sunoco for all periods.
| Three Months Ended March 31, | |||
|---|---|---|---|
| 2026 | 2025 | Change | |
| Segment Adjusted EBITDA: | |||
| Fuel Distribution | $529 | $220 | $309 |
| Pipeline Systems | 179 | 172 | 7 |
| Terminals | 107 | 66 | 41 |
| Refinery | 43 | — | 43 |
| Adjusted EBITDA (consolidated) | $858 | $458 | $400 |
| Three Months Ended March 31, | |||
|---|---|---|---|
| 2026 | 2025 | Change | |
| Reconciliation of net income to Adjusted EBITDA: | |||
| Net income | $605 | $207 | $398 |
| Depreciation, amortization and accretion | 286 | 156 | 130 |
| Interest expense, net | 201 | 121 | 80 |
| Non-cash unit-based compensation expense | 6 | 4 | 2 |
| (Gain) loss on disposal of assets and impairment charges | (1) | 3 | (4) |
| Loss on extinguishment of debt | 1 | 2 | (1) |
| Unrealized (gains) losses on commodity derivatives | 56 | (1) | 57 |
| Inventory valuation adjustments | (444) | (61) | (383) |
| Equity in earnings of unconsolidated affiliates | (42) | (32) | (10) |
| Adjusted EBITDA related to unconsolidated affiliates | 69 | 50 | 19 |
| Other non-cash adjustments | 47 | 11 | 36 |
| Income tax expense (benefit) | 74 | (2) | 76 |
| Adjusted EBITDA (consolidated) | $858 | $458 | $400 |
Net Income. For the three months ended March 31, 2026 compared to the same period last year, net income increased by$398 million, or approximately 192%, primarily due to higher Segment Adjusted EBITDA from multiple segments, with the most significant increases driven by the Parkland Acquisition and other acquisitions; these increases were partially offset by increases in depreciation, amortization and accretion and interest expense. These increases and decreases are discussed further below.
Adjusted EBITDA (consolidated). For the three months ended March 31, 2026 compared to the same period last year, Adjusted EBITDA increased primarily due to the Parkland Acquisition and other acquisitions.
Additional information on changes impacting net income and comprehensive income (loss) and Adjusted EBITDA for the three months ended March 31, 2026 compared to the same period last year is available below and in “Segment Operating Results.”
Depreciation, Amortization and Accretion. For the three months ended March 31, 2026 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.
Interest Expense, net. For the three months ended March 31, 2026 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 Parkland Acquisition.
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.
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, 2026 and 2025, the Partnership's cost of sales included favorable LIFO inventory valuation adjustments of $444 million and $61 million, respectively, which increased net income.
Adjusted EBITDA Related to Unconsolidated Affiliates and Equity in Earnings of Unconsolidated Affiliates. See additional information in “Supplemental Information on Unconsolidated Affiliates” and “Segment Operating Results.”
Income Tax Expense (Benefit). For the three months ended March 31, 2026 compared to the same period last year, income tax expense increased primarily due to increased corporate earnings from recent acquisitions.
Supplemental Information on Unconsolidated Affiliates
The following table presents financial information related to unconsolidated affiliates:
| Three Months Ended March 31, | |||
|---|---|---|---|
| 2026 | 2025 | Change | |
| Equity in earnings of unconsolidated affiliates | |||
| J.C. Nolan | $2 | $2 | $— |
| ET-S Permian | 37 | 30 | 7 |
| SARA | 1 | — | 1 |
| Isla | 3 | — | 3 |
| Other | (1) | — | (1) |
| Total equity in earnings of unconsolidated affiliates | $42 | $32 | $10 |
| Adjusted EBITDA related to unconsolidated affiliates(1): | |||
| J.C. Nolan | $3 | $3 | $— |
| ET-S Permian | 53 | 47 | 6 |
| SARA | 5 | — | 5 |
| Isla | 6 | — | 6 |
| Other | 2 | — | 2 |
| Total Adjusted EBITDA related to unconsolidated affiliates | $69 | $50 | $19 |
| Distributions received from unconsolidated affiliates: | |||
| J.C. Nolan | $3 | $2 | $1 |
| ET-S Permian | 56 | 116 | (60) |
| SARA | — | — | — |
| Isla | 2 | — | 2 |
| Other | — | — | — |
| Total distributions received from unconsolidated affiliates | $61 | $118 | $(57) |
(1)These amounts represent our proportionate share of the Adjusted EBITDA of our unconsolidated affiliates and are based on our equity in earnings or losses of our unconsolidated affiliates adjusted for our proportionate share of the unconsolidated affiliates’ interest, depreciation, amortization, accretion, non-cash items and taxes.
Segment Operating Results
We evaluate segment performance based on Segment Adjusted EBITDA, which we believe is an important performance measure of the core profitability of our operations. This measure represents the basis of our internal financial reporting and is one of the performance measures used by senior management in deciding how to allocate capital resources among business segments.
The following tables identify the components of Segment Adjusted EBITDA, which is calculated as follows:
Segment profit, operating expensesand selling, general and administrative expenses. These amounts represent the amounts included in our consolidated financial statements that are attributable to each segment.
Adjusted EBITDA related to unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliates as those excluded from the calculation of Segment Adjusted EBITDA, such as interest, taxes, depreciation, amortization, accretion and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates.
The following analysis of segment operating results includes a measure of segment profit. Segment profit is a non-GAAP financial measure and is presented herein to assist in the analysis of segment operating results and particularly to facilitate an understanding of the impacts that changes in sales revenues have on the segment performance measure of Segment Adjusted EBITDA. Segment profit is similar to the GAAP measure of gross profit, except that segment profit excludes charges for depreciation, amortization and accretion. The most directly comparable measure to segment profit is gross profit.
The following table presents a reconciliation of segment profit to gross profit:
| Three Months Ended March 31, | |||
|---|---|---|---|
| 2026 | 2025 | Change | |
| Fuel Distribution segment profit | $1,236 | $361 | $875 |
| Pipeline Systems segment profit | 184 | 174 | 10 |
| Terminals segment profit | 225 | 118 | 107 |
| Refinery segment profit | 44 | — | 44 |
| Total segment profit | 1,689 | 653 | 1,036 |
| Depreciation, amortization and accretion, excluding corporate and other | 284 | 156 | 128 |
| Gross profit | $1,405 | $497 | $908 |
In addition, for the Fuel Distribution segment, the following section includes information on the components of segment profit by sales type, which components are included in order to provide additional disaggregated information to facilitate the analysis of segment profit and Segment Adjusted EBITDA. These components of segment profit are calculated consistent with the calculation of segment profit; therefore, these components also exclude charges for depreciation, amortization and accretion.
Fuel Distribution
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 · 2025 · Change | ||||||
| Motor fuel gallons sold (millions) | 3,796 | 2,087 | 1,709 | |||
| Motor fuel profit cents per gallon (1) | 17.0 | ¢ | 11.5 | ¢ | (11.3) | ¢ |
| Fuel profit | $1,044 | $297 | $747 | |||
| Non-fuel profit | 153 | 35 | 118 | |||
| Lease profit | 39 | 29 | 10 | |||
| Fuel Distribution segment profit | $1,236 | $361 | $875 | |||
| Unrealized (gains) losses on commodity risk management activities | 54 | (1) | 55 | |||
| Expenses, excluding non-cash unit-based compensation expense (2) | (391) | (92) | (299) | |||
| Adjusted EBITDA related to unconsolidated affiliates | 8 | — | 8 | |||
| Inventory valuation adjustments | (398) | (58) | (340) | |||
| Other | 20 | 10 | 10 | |||
| Segment Adjusted EBITDA | $529 | $220 | $309 | |||
(1)Excludes the impact of inventory valuation adjustments consistent with the definition of Adjusted EBITDA.
(2)Includes operating expenses, general and administrative and lease expense.
Volumes. For the three months ended March 31, 2026 compared to the same period last year, volumes increased primarily due to the Parkland Acquisition.
Segment Adjusted EBITDA. For the three months ended March 31, 2026 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 $590 million in segment profit (excluding unrealized gains and losses on commodity risk management activities and inventory valuation adjustments) primarily due to the Parkland Acquisition and other acquisitions, as well as a favorable impact from a one-time gain on sale of inventory in the current period; and
an increase of $8 million in Adjusted EBITDA related to unconsolidated affiliates from the Parkland Acquisition; partially offset by
an increase of $299 million in expenses primarily due to the Parkland Acquisition.
Pipeline Systems
| Three Months Ended March 31, | |||
|---|---|---|---|
| 2026 | 2025 | Change | |
| Pipelines throughput (thousand barrels per day) | 1,291 | 1,258 | 33 |
| Pipeline Systems segment profit | $184 | $174 | $10 |
| Expenses, excluding non-cash unit-based compensation expense (1) | (61) | (53) | (8) |
| Adjusted EBITDA related to unconsolidated affiliates | 56 | 50 | 6 |
| Other | — | 1 | (1) |
| Segment Adjusted EBITDA | $179 | $172 | $7 |
(1)Includes operating expenses, general and administrative and lease expense.
Volumes. For the three months ended March 31, 2026 compared to the same period last year, the increase in throughput volumes reflected the impact of refinery turnarounds in the prior period and overall increased market demand in 2026.
Segment Adjusted EBITDA. For the three months ended March 31, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Pipeline Systems segment increased due to the net impact of the following:
a $10 million increase in segment profit primarily due to refinery turnarounds and contract expirations in the prior period, improved butane blending, and overall increased market demand; and
a $6 million increase in Adjusted EBITDA related to ET-S Permian; partially offset by
an $8 million increase in expenses primarily due to higher utility costs, maintenance costs and corporate allocations.
Terminals
| Three Months Ended March 31, | |||
|---|---|---|---|
| 2026 | 2025 | Change | |
| Throughput (thousand barrels per day) | 1,013 | 620 | 393 |
| Terminals segment profit | $225 | $118 | $107 |
| Expenses, excluding non-cash unit-based compensation expense (1) | (74) | (49) | (25) |
| Inventory valuation adjustments | (44) | (3) | (41) |
| Segment Adjusted EBITDA | $107 | $66 | $41 |
(1)Includes operating expenses, general and administrative and lease expense.
Volumes. For the three months ended March 31, 2026 compared to the same period last year, volumes increased due to recently acquired assets.
Segment Adjusted EBITDA. For the three months ended March 31, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Terminals segment increased due to the net impact of the following:
a $66 million increase in segment profit (excluding inventory valuation adjustments) primarily due to the acquisitions of Parkland and TanQuid; partially offset by
a $25 million increase in expenses primarily due to the acquisitions of Parkland and TanQuid.
Refinery
| Three Months Ended March 31, | |||
|---|---|---|---|
| 2026 | 2025 | Change | |
| Crude utilization | 38% | — | 38% |
| Composite utilization | 40% | — | 40% |
| Crude throughput (thousand barrels per day) | 21 | — | 21 |
| Bio-feedstock throughput (thousand barrels per day) | 1 | — | 1 |
| Refinery segment profit (1) | $44 | $— | $44 |
| Unrealized losses on commodity risk management activities | 2 | — | 2 |
| Expenses, excluding non-cash unit-based compensation expense (2) | (6) | — | (6) |
| Adjusted EBITDA related to unconsolidated affiliates | 5 | — | 5 |
| Inventory valuation adjustments | (2) | — | (2) |
| Segment Adjusted EBITDA | $43 | $— | $43 |
(1) Refinery segment profit includes $61 million of production costs, supply and logistics, and terminal operating costs for the three months ended March 31, 2026.
(2)Includes operating expenses, general and administrative and lease expense.
Volumes. For the three months ended March 31, 2026 compared to the same period last year, volumes increased due to recently acquired assets.
Segment Adjusted EBITDA. For the three months ended March 31, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Refinery segment increased due to the Parkland Acquisition.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.