Skip to main content

SunocoCorp LLC

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

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.

Jun 30, 2026 · Filed Aug 6, 2026

SUNC$63.00+3.2%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

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 June 30,Six Months Ended June 30,
20262025Change20262025Change
Segment Adjusted EBITDA:
Fuel Distribution$504$206$298$1,033$426$607
Pipeline Systems1901771336934920
Terminals113714222013783
Refinery175—175218—218
Adjusted EBITDA (consolidated)$982$454$528$1,840$912$928
Three Months Ended June 30,Six Months Ended June 30,
20262025Change20262025Change
Reconciliation of net income to Adjusted EBITDA:
Net income$273$86$187$878$293$585
Depreciation, amortization and accretion282154128568310258
Interest expense, net20412381405244161
Non-cash unit-based compensation expense7521394
(Gain) loss on disposal of assets and impairment charges3(2)5211
Loss on extinguishment of debt—17(17)119(18)
Unrealized (gains) losses on commodity derivatives(6)(7)150(8)58
Inventory valuation adjustments1840(22)(426)(21)(405)
Equity in earnings of unconsolidated affiliates(47)(31)(16)(89)(63)(26)
Adjusted EBITDA related to unconsolidated affiliates75512414410143
Other non-cash adjustments84117313122109
Income tax expense897821635158
Adjusted EBITDA (consolidated)$982$454$528$1,840$912$928

Net Income. For the three and six months ended June 30, 2026 compared to the same periods last year, net income increased by $187 million and $585 million, or approximately 217% and 200%, respectively, primarily due to higher Segment Adjusted EBITDA from all our 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 and six months ended June 30, 2026 compared to the same periods 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 and six months ended June 30, 2026 compared to the same periods last year is available below and in “Segment Operating Results.”

Depreciation, Amortization and Accretion. For the three and six months ended June 30, 2026 compared to the same periods 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 and six months ended June 30, 2026 compared to the same periods last year, interest expense increased primarily due to an increase in average total long-term debt, including debt assumed in the Parkland Acquisition.

Loss on Extinguishment of Debt. For the three and six months ended June 30, 2025, loss on extinguishment of debt was primarily due to the termination of bridge financing related to 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 June 30, 2026 and 2025, the Partnership's cost of sales included unfavorable inventory valuation adjustments of $18 million and $40 million, respectively, which decreased net income. For the six months ended June 30, 2026 and 2025, the Partnership’s cost of sales included favorable inventory valuation adjustments of $426 million and $21 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. For the three and six months ended June 30, 2026 compared to the same periods last year, income tax expense increased primarily due to increased corporate earnings from recent acquisitions. Some of the recent acquisitions have subsidiaries that operate in foreign jurisdictions where those subsidiaries are subject to statutory income tax rates that are higher than the U.S. federal corporate income tax rate. Additionally, the income tax expense from those recent acquisitions was further increased due to the non-deductibility of a portion of foreign currency exchange losses in certain Canadian subsidiaries and losses incurred in certain foreign subsidiaries that operate in foreign jurisdictions that do not impose a corporate income tax.

Supplemental Information on Unconsolidated Affiliates

The following table presents financial information related to unconsolidated affiliates:

Three Months Ended June 30,Six Months Ended June 30,
20262025Change20262025Change
Equity in earnings (losses) of unconsolidated affiliates:
J.C. Nolan$1$1$—$3$3$—
ET-S Permian423012796019
SARA2—23—3
Isla2—25—5
Other———(1)—(1)
Total$47$31$16$89$63$26
Adjusted EBITDA related to unconsolidated affiliates(1):
J.C. Nolan$4$3$1$7$6$1
ET-S Permian5948111129517
SARA6—611—11
Isla6—612—12
Other———2—2
Total$75$51$24$144$101$43
Distributions received from unconsolidated affiliates:
J.C. Nolan$3$3$—$6$5$1
ET-S Permian52439108159(51)
SARA8—88—8
Isla2—24—4
Other——————
Total$65$46$19$126$164$(38)

(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 June 30,Six Months Ended June 30,
20262025Change20262025Change
Fuel Distribution segment profit$891$262$629$2,127$623$1,504
Pipeline Systems segment profit1951831237935722
Terminals segment profit20012476425242183
Refinery segment profit178—178222—222
Total segment profit1,4645698953,1531,2221,931
Depreciation, amortization and accretion, excluding corporate and other281153128565309256
Gross profit$1,183$416$767$2,588$913$1,675

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 June 30, · Six Months Ended June 30,
2026 · 2025 · Change · 2026 · 2025 · Change
Motor fuel gallons sold (millions)4,1252,1881,9377,9214,2753,646
Motor fuel profit cents per gallon (1)17.1¢10.5¢6.6¢17.0¢11.0¢6.0¢
Fuel profit$686$191$495$1,730$488$1,242
Non-fuel profit1624112131576239
Lease profit433013825923
Fuel Distribution segment profit$891$262$629$2,127$623$1,504
Unrealized (gains) losses on commodity risk management activities(4)(7)350(8)58
Expenses, excluding non-cash unit-based compensation expense (2)(427)(100)(327)(818)(192)(626)
Adjusted EBITDA related to unconsolidated affiliates6—614—14
Inventory valuation adjustments1840(22)(380)(18)(362)
Other20119402119
Segment Adjusted EBITDA$504$206$298$1,033$426$607

(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 and six months ended June 30, 2026 compared to the same periods last year, volumes increased primarily due to the Parkland Acquisition.

Segment Adjusted EBITDA. For the three months ended June 30, 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 $610 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; and

an increase of $6 million in Adjusted EBITDA related to unconsolidated affiliates due to investments acquired in the Parkland Acquisition; partially offset by

an increase of $327 million in expenses primarily due to the Parkland Acquisition.

For the six months ended June 30, 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 $1.2 billion 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 $14 million in Adjusted EBITDA related to unconsolidated affiliates due to investments acquired in the Parkland Acquisition; partially offset by

an increase of $626 million in expenses primarily due to the Parkland Acquisition.

Pipeline Systems

Three Months Ended June 30,Six Months Ended June 30,
20262025Change20262025Change
Pipelines throughput (thousand barrels per day)1,3471,2311161,3191,24475
Pipeline Systems segment profit$195$183$12$379$357$22
Expenses, excluding non-cash unit-based compensation expense (1)(68)(56)(12)(129)(109)(20)
Adjusted EBITDA related to unconsolidated affiliates63511211910118
Other—(1)1———
Segment Adjusted EBITDA$190$177$13$369$349$20

(1)Includes operating expenses, general and administrative and lease expense.

Volumes. For the three and six months ended June 30, 2026 compared to the same periods 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 June 30, 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 $12 million incr ease in segment profit primarily due to increased throughput driven by market demand and new business, along with a regulatory order impacting prior period rates; and

a $12 million increase in Adjusted EBITDA related to ET-S Permian; partially offset by

a $12 million increase in expenses primarily due to higher maintenance costs, utility costs and corporate allocations.

For the six months ended June 30, 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 $22 million increase in segment profit primarily due to increased throughput driven by market demand and new business, along with a regulatory order impacting prior period rates; and

an $18 million increase in Adjusted EBITDA related to ET-S Permian; partially offset by

a $20 million increase in expenses primarily due to higher maintenance costs, utility costs and corporate allocations.

Terminals

Three Months Ended June 30,Six Months Ended June 30,
20262025Change20262025Change
Throughput (thousand barrels per day)1,0657023631,039661378
Terminals segment profit$200$124$76$425$242$183
Expenses, excluding non-cash unit-based compensation expense (1)(87)(53)(34)(161)(102)(59)
Inventory valuation adjustments———(44)(3)(41)
Segment Adjusted EBITDA$113$71$42$220$137$83

(1)Includes operating expenses, general and administrative and lease expense.

Volumes. For the three and six months ended June 30, 2026 compared to the same periods last year, volumes increased due to recently acquired assets.

Segment Adjusted EBITDA. For the three months ended June 30, 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 $76 million increase in segment profit (excluding inventory valuation adjustments) primarily due to the acquisitions of Parkland and TanQuid, as well as customer growth; partially offset by

a $34 million increase in expenses primarily due to the acquisitions of Parkland and TanQuid.

For the six months ended June 30, 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 $142 million increase in segment profit (excluding inventory valuation adjustments) primarily due to the acquisitions of Parkland and TanQuid, as well as customer growth; partially offset by

a $59 million increase in expenses primarily due to the acquisitions of Parkland and TanQuid.

Refinery

Three Months Ended June 30,Six Months Ended June 30,
20262025Change20262025Change
Crude utilization97%—%97%68%—%68%
Composite utilization103%—%103%71%—%71%
Crude throughput (thousand barrels per day)54—5437—37
Bio-feedstock throughput (thousand barrels per day)3—32—2
Refinery segment profit (1)$178$—$178$222$—$222
Unrealized gains on commodity risk management activities(2)—(2)———
Expenses, excluding non-cash unit-based compensation expense (2)(7)—(7)(13)—(13)
Adjusted EBITDA related to unconsolidated affiliates6—611—11
Inventory valuation adjustments———(2)—(2)
Segment Adjusted EBITDA$175$—$175$218$—$218

(1) Includes $50 million and $111 million of production costs, supply and logistics, and terminal operating costs for the three and six months ended June 30, 2026.

(2)Includes operating expenses, general and administrative and lease expense.

Volumes. For the three and six months ended June 30, 2026 compared to the same periods last year, volumes increased due to recently acquired assets.

Segment Adjusted EBITDA. For the three and six months ended June 30, 2026 compared to the same periods last year, Segment Adjusted EBITDA related to our Refinery segment increased due to the Parkland Acquisition.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.