SunocoCorp LLC
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout 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.
Sep 30, 2026 · Filed Nov 5, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Liquidity and Capital Resources
Parent Company Only
The principal source of SunocoCorp’s cash flow is distributions we receive from our investment in Sunoco Class D Units. The amount of cash that Sunoco distributes to its unitholders, including SunocoCorp, each quarter is based on earnings from its business activities and the amount of available cash, as discussed below.
For a two year period beginning on October 31, 2025 and ending December 31, 2027 (the “Equalization Period”), Sunoco will ensure that SunocoCorp has cash necessary and sufficient to pay distributions on each SunocoCorp common unit in an amount equal to 100% of the distributions paid by Sunoco on each Sunoco common unit during such period.
Liquidity
Our principal liquidity requirements are to finance current operations, to fund capital expenditures, including acquisitions from time to time, to service our debt and to make distributions. We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under the Credit Facility and the issuance of additional long-term debt or partnership units as appropriate given market conditions. We expect that these sources of funds will be adequate to provide for our short-term and long-term liquidity needs.
Our ability to meet our debt service obligations and other capital requirements, including capital expenditures and acquisitions, will depend on our future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions. In addition, any of the risks described or referenced under the heading “Part II - 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, 2025 may also significantly impact our liquidity.
As of September 30, 2026, we had $760 millionof cash and cash equivalents on hand and borrowing capacity of $2.30 billion on the Credit Facility. The Partnership was in compliance with all financial covenants at September 30, 2026. 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 2026; however, we may issue debt or equity securities as we deem prudent to provide liquidity for new capital projects or other partnership purposes.
Cash Flows
Our cash flows may change in the future due to a number of factors, some of which we cannot control. These factors include regulatory changes, the price of products and services, the demand for such products and services, margin requirements resulting from significant changes in commodity prices, operational risks, the successful integration of our acquisitions and other factors.
Operating Activities
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 fuel tax and rent.
Nine months ended September 30, 2026 compared to nine months ended September 30, 2025. Net cash provided by operating activities during 2026 was $2.25 billion compared to $800 million for 2025, and net income was $1.35 billion for 2026 and $430 million for 2025. The difference between net income and net cash provided by operating activities for the nine months ended September 30, 2026 primarily consisted of net changes in operating assets and liabilities of $316 million and non-cash items totaling $465 million.
The non-cash activity in 2026 and 2025 consisted primarily of depreciation, amortization and accretion of $848 million and $469 million, respectively, non-cash unit-based compensation expense of $20 million and $14 million, respectively, favorable inventory valuation adjustments of $445 million and $31 million, respectively, loss on extinguishment of debt of $2 million and $31 million, respectively, loss on disposal of assets and impairment charges of $12 million and $4 million, respectively, amortization of deferred financing fees of $25 million and $20 million, respectively, and deferred income tax expense of $54 million and $2 million, respectively. Net income also included equity in earnings of unconsolidated affiliates of $120 million and $103 million in 2026 and 2025, respectively. In 2026, we recognized a $94 million loss on foreign currency exchange due to our foreign operations.
Cash provided by operating activities included cash distributions received from unconsolidated affiliates that were deemed to be paid from cumulative earnings, which distributions were $120 million in 2026 and $156 million in 2025.
Investing Activities
Cash flows from investing activities primarily consist of capital expenditures, cash contributions to unconsolidated affiliates, cash amounts paid for acquisitions and cash proceeds from the sale or disposal of assets. Changes in capital expenditures between periods primarily result from increases or decreases in our growth capital expenditures to fund our construction and expansion projects.
Nine months ended September 30, 2026 compared to nine months ended September 30, 2025. Net cash used in investing activities during 2026 was $920 million compared to $594 million in 2025. Capital expenditures for 2026 were $579 million compared to $418 million for 2025. In 2026, we paid $194 million for the acquisition of TanQuid, $75 million for the acquisition of Delta and $87 million in cash for other acquisitions. In 2025, we paid $189 million in cash for other acquisitions. Proceeds from disposal of property, plant and equipment were $11 million for 2025.
In 2026 and in 2025, we paid $40 million and $57 million in cash contributions to unconsolidated affiliates, respectively. Distributions from unconsolidated affiliates in excess of cumulative earnings were $55 million and $59 million for 2026 and 2025, respectively.
Financing Activities
Changes in cash flows from financing activities between periods primarily result from changes in the levels of borrowings and equity issuances, which are primarily used to fund our acquisitions and growth capital expenditures. Distributions increase between the periods based on increases in the number of common units outstanding or increases in the distribution rate.
Nine months ended September 30, 2026 compared to nine months ended September 30, 2025. Net cash used infinancing activities during 2026 was $1.46 billion compared to net cash provided by financing activities of $2.94 billionin 2025.
During the nine months ended September 30, 2026, we:
borrowed $1.20 billionand repaid $1.88 billionin senior notes;
borrowed $2.92 billionand repaid $2.81 billion under the Credit Facility;
paid $15 millionin loan origination costs;
paid $729 million in distributions to noncontrolling interests; and
paid $151 million in distributions to our common unitholders.
During the nine months ended September 30, 2025, we:
borrowed $2.90 billionand repaid $632 millionin senior notes;
borrowed $2.08 billionand repaid $2.28 billion under the Credit Facility;
repurchased $75 million principal amount of Series 2011 GoZone Bonds;
paid $36 millionin loan origination costs;
issued $1.47 billion of Series A Preferred Units; and
paid $488 million in distributions to predecessor equity, including incentive distributions.
We intend to pay distributions to the holders of our common units on a quarterly basis. SunocoCorp’s primary source of cash flow is its investment in Sunoco Class D Units. The Sunoco Class D Units provide distribution equalization rights, whereby Sunoco shall ensure during the Equalization Period that SunocoCorp shall have cash necessary and sufficient to pay distributions on each SunocoCorp common unit for each quarter during the Equalization Period in an amount equal to 100% of the distributions paid by Sunoco on each Sunoco common unit during such quarter. For the quarter ended September 30, 2026, the Company declared a cash distribution of $1.0148 to be paid on November 19, 2026 to unitholders of record as of November 6, 2026.
Capital Expenditures
For the nine months ended September 30, 2026, total capital expenditures on an accrual basis were $638 million, which included $352 million for growth capital and $286 million for maintenance capital. This includes the Partnership's proportionate share of capital expenditures related to its investments in ET-S Permian and J.C. Nolan of $40 million for growth capital and $8 million for maintenance capital.
We currently expect to spend between $400 million and $450 million in maintenance capital expenditures and at least $600 million in growth capital for the full year 2026. These amounts include the Partnership's proportionate share for joint ventures.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.