Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35653 | |
Entity Registrant Name | SUNOCO LP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 30-0740483 | |
Entity Address, Address Line One | 8111 Westchester Drive | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75225 | |
City Area Code | 214 | |
Local Phone Number | 981-0700 | |
Title of 12(b) Security | Common Units Representing Limited Partner Interests | |
Trading Symbol | SUN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001552275 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Units [Member] | ||
Document Information [Line Items] | ||
Entity Partnership Units Outstanding | 83,352,123 | |
Common Class C [Member] | ||
Document Information [Line Items] | ||
Entity Partnership Units Outstanding | 16,410,780 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 87 | $ 97 |
Accounts receivable, net | 494 | 295 |
Receivables from affiliates | 8 | 11 |
Inventories, net | 488 | 382 |
Other current assets | 122 | 62 |
Total current assets | 1,199 | 847 |
Property and equipment | 2,262 | 2,231 |
Accumulated depreciation | (862) | (806) |
Property and equipment, net | 1,400 | 1,425 |
Other assets: | ||
Finance lease right-of-use assets, net | 9 | 3 |
Operating lease right-of-use assets, net | 521 | 536 |
Goodwill | 1,564 | 1,564 |
Intangible assets | 894 | 894 |
Accumulated amortization | (334) | (306) |
Intangible assets, net | 560 | 588 |
Other noncurrent assets | 153 | 168 |
Investment in unconsolidated affiliate | 134 | 136 |
Total assets | 5,540 | 5,267 |
Current liabilities: | ||
Accounts payable | 519 | 267 |
Accounts payable to affiliates | 37 | 79 |
Accrued expenses and other current liabilities | 283 | 282 |
Operating lease current liabilities | 19 | 19 |
Current maturities of long-term debt | 6 | 6 |
Total current liabilities | 864 | 653 |
Operating lease noncurrent liabilities | 525 | 538 |
Revolving line of credit | 361 | 0 |
Long-term debt, net | 2,673 | 3,106 |
Advances from affiliates | 129 | 125 |
Deferred tax liability | 103 | 104 |
Other noncurrent liabilities | 106 | 109 |
Total liabilities | 4,761 | 4,635 |
Commitments and contingencies (Note 10) | ||
Equity: | ||
Total equity | 779 | 632 |
Total liabilities and equity | 5,540 | 5,267 |
Common Units [Member] | ||
Equity: | ||
Total equity | 779 | 632 |
Class C Units [Member] | ||
Equity: | ||
Total equity | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Common Units [Member] | ||
Equity: | ||
Limited Partners' Capital Account, Units Issued | 83,352,123 | 83,333,631 |
Limited Partners' Capital Account, Units Outstanding | 83,352,123 | 83,333,631 |
Class C Units [Member] | ||
Equity: | ||
Limited Partners' Capital Account, Units Issued | 16,410,780 | 16,410,780 |
Limited Partners' Capital Account, Units Outstanding | 16,410,780 | 16,410,780 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Revenues | $ 4,392 | $ 2,080 | $ 7,863 | $ 5,352 |
Cost of sales and operating expenses: | ||||
Cost of sales | 4,039 | 1,722 | 7,159 | 4,886 |
General and administrative | 27 | 25 | 51 | 59 |
Other operating | 61 | 56 | 122 | 151 |
Lease expense | 14 | 16 | 29 | 30 |
(Gain) loss on disposal of assets | (8) | 6 | (8) | 8 |
Depreciation, amortization and accretion | 43 | 47 | 90 | 92 |
Total cost of sales and operating expenses | 4,176 | 1,872 | 7,443 | 5,226 |
Operating income | 216 | 208 | 420 | 126 |
Interest expense, net | (43) | (44) | (84) | (88) |
Equity in earnings of unconsolidated affiliate | 1 | 1 | 2 | 2 |
Other income (expense), net | 0 | 0 | (7) | 0 |
Income before income taxes | 174 | 165 | 331 | 40 |
Income tax expense | 8 | 8 | 11 | 11 |
Net income and comprehensive income | $ 166 | $ 157 | $ 320 | $ 29 |
Net income (loss) per common unit: | ||||
Basic | $ 1.76 | $ 1.65 | $ 3.37 | $ (0.12) |
Diluted | $ 1.73 | $ 1.64 | $ 3.33 | $ (0.12) |
Weighted average common units outstanding: | ||||
Basic | 83,350,567 | 83,030,286 | 83,346,719 | 83,022,027 |
Diluted | 84,402,867 | 83,598,730 | 84,276,640 | 83,022,027 |
Cash distributions per unit | $ 0.8255 | $ 0.8255 | $ 1.6510 | $ 1.6510 |
Common Units [Member] | ||||
Weighted average common units outstanding: | ||||
Basic | 83,350,567 | 83,030,286 | 83,346,719 | 83,022,027 |
Diluted | 84,402,867 | 83,598,730 | 84,276,640 | 83,022,027 |
Motor Fuel Sales [Member] | ||||
Revenues: | ||||
Revenues | $ 4,292 | $ 1,992 | $ 7,655 | $ 5,158 |
Non Motor Fuel Sales [Member] | ||||
Revenues: | ||||
Revenues | 66 | 54 | 139 | 125 |
Lease Income [Member] | ||||
Revenues: | ||||
Revenues | $ 34 | $ 34 | $ 69 | $ 69 |
Consolidated Statement of Equit
Consolidated Statement of Equity $ in Millions | USD ($) |
Beginning balance at Dec. 31, 2019 | $ 758 |
Cash distribution to unitholders | (88) |
Unit-based compensation | 4 |
Partnership net income (loss) | (128) |
Ending balance at Mar. 31, 2020 | 546 |
Beginning balance at Dec. 31, 2019 | 758 |
Partnership net income (loss) | 29 |
Ending balance at Jun. 30, 2020 | 618 |
Beginning balance at Mar. 31, 2020 | 546 |
Cash distribution to unitholders | (88) |
Unit-based compensation | 3 |
Partnership net income (loss) | 157 |
Ending balance at Jun. 30, 2020 | 618 |
Beginning balance at Dec. 31, 2020 | 632 |
Cash distribution to unitholders | (88) |
Unit-based compensation | 4 |
Partners' Capital, Other | (4) |
Partnership net income (loss) | 154 |
Ending balance at Mar. 31, 2021 | 698 |
Beginning balance at Dec. 31, 2020 | 632 |
Partnership net income (loss) | 320 |
Ending balance at Jun. 30, 2021 | 779 |
Beginning balance at Mar. 31, 2021 | 698 |
Cash distribution to unitholders | (88) |
Unit-based compensation | 3 |
Partnership net income (loss) | 166 |
Ending balance at Jun. 30, 2021 | $ 779 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) and comprehensive income (loss) | $ 320 | $ 29 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and accretion | 90 | 92 |
Amortization of deferred financing fees | 4 | 3 |
(Gain) loss on disposal of assets | (8) | 8 |
Other income (expense), net | 7 | 0 |
Non-cash unit-based compensation expense | 7 | 7 |
Deferred income tax | 1 | 5 |
Inventory valuation adjustment | (159) | 137 |
Equity in earnings of unconsolidated affiliate | (2) | (2) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable, net | (199) | 129 |
Receivables from affiliates | 3 | 6 |
Inventories, net | 53 | (1) |
Other assets | (56) | 36 |
Accounts payable | 263 | (155) |
Accounts payable to affiliates | (42) | (33) |
Accrued expenses and other current liabilities | 1 | 23 |
Other noncurrent liabilities | (6) | (19) |
Net cash provided by operating activities | 275 | 255 |
Cash flows from investing activities: | ||
Capital expenditures | (48) | (59) |
Contributions to unconsolidated affiliate | 0 | (5) |
Distributions from unconsolidated affiliate in excess of cumulative earnings | 3 | 4 |
Proceeds from disposal of property and equipment | 14 | 3 |
Net cash used in investing activities | (31) | (57) |
Cash flows from financing activities: | ||
Payments on long-term debt | (439) | (6) |
Revolver borrowings | 851 | 663 |
Distributions to unitholders | (176) | (176) |
Net cash used in financing activities | (254) | (186) |
Net increase (decrease) in cash and cash equivalents | (10) | 12 |
Cash and cash equivalents at beginning of period | 97 | 21 |
Cash and cash equivalents at end of period | 87 | 33 |
Supplemental disclosure of non-cash investing activities: | ||
Change in note payable to affiliate | 6 | 11 |
Repayments of Lines of Credit | $ (490) | $ (667) |
Organization and Principles of
Organization and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Principles of Consolidation | Organization and Principles of Consolidation As used in this document, the terms “Partnership,” “SUN,” “we,” “us,” and “our” should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise. We are a Delaware master limited partnership. We are managed by our general partner, Sunoco GP LLC (“General Partner”), which is owned by Energy Transfer LP (“ET”). Prior to April 1, 2021, Energy Transfer Operating, L.P. (“ETO”) owned our General Partner. On April 1, 2021, ETO merged into ET with ET surviving the merger. As of June 30, 2021, ET and its subsidiaries owned 100% of the membership interests in our General Partner, all of our incentive distribution rights (“IDRs”) and approximately 34.1% of our common units, which constitutes a 28.5% limited partner interest in us. The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, and our wholly‑owned subsidiaries. Our primary operations are conducted by the following consolidated subsidiaries: • Sunoco, LLC (“Sunoco LLC”), a Delaware limited liability company, primarily distributes motor fuel in 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama, Texas, Arkansas and New York. • Sunoco Retail LLC (“Sunoco Retail”), a Pennsylvania limited liability company, owns and operates retail stores that sell motor fuel and merchandise primarily in New Jersey. Sunoco Retail also leases owned sites to commission agents who sell motor fuels to the motoring public on Sunoco Retail's behalf for a commission. • Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands. • Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates retail stores on the Hawaiian Islands. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on operating income, net income and comprehensive income, the balance sheets or statements of cash flows. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Summary of Significant Accounting Policies Interim Financial Statements The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Pursuant to Regulation S-X, certain information and disclosures normally included in the annual financial statements have been condensed or omitted. The interim consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission ("SEC") on February 19, 2021. Significant Accounting Policies As of June 30, 2021, there have been no changes in the Partnership's significant accounting policies from those described in the Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 19, 2021. Motor Fuel and Sales Taxes For bulk sales, certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales. For other locations where the Partnership holds inventory, including commission agent arrangements and Partnership-operated retail locations, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $87 million and $64 million for the three months ended June 30, 2021 and 2020, respectively, and $164 million and $144 million for the six months ended June 30, 2021 and 2020, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying consolidated statements of operations and comprehensive income. |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jun. 30, 2021 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable, net, consisted of the following: June 30, December 31, (in millions) Accounts receivable, trade $ 388 $ 239 Credit card receivables 41 24 Vendor receivables for rebates and branding 30 26 Other receivables 42 13 Allowance for expected credit losses (7) (7) Accounts receivable, net $ 494 $ 295 |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Due to changes in fuel prices, we recorded an inventory adjustment on the value of fuel inventory of $159 million for the six months ended June 30, 2021. Fuel inventories are stated at the lower of cost or market using the last-in-first-out (“LIFO”) method. As of June 30, 2021 and December 31, 2020, the carrying value of the Partnership’s fuel inventory included lower of cost or market reserves of $152 million and $311 million, respectively, and the inventory carrying value equaled or exceeded its replacement cost. For the three and six months ended June 30, 2021 and 2020, the Partnership’s consolidated statements of operations and comprehensive income did not include any material amounts of income from the liquidation of LIFO fuel inventory. Inventories, net, consisted of the following: June 30, December 31, (in millions) Fuel $ 480 $ 374 Other 8 8 Inventories, net $ 488 $ 382 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Current accrued expenses and other current liabilities consisted of the following: June 30, December 31, (in millions) Wage and other employee-related accrued expenses $ 16 $ 23 Accrued tax expense 137 135 Accrued insurance 23 24 Accrued interest expense 40 49 Dealer deposits 21 22 Accrued environmental expense 10 4 Other 36 25 Total $ 283 $ 282 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: June 30, December 31, (in millions) Sale leaseback financing obligation $ 94 $ 97 2018 Revolver 361 — 4.875% Senior Notes Due 2023 (1) — 436 5.500% Senior Notes Due 2026 (2) 800 800 6.000% Senior Notes Due 2027 600 600 5.875% Senior Notes Due 2028 (2) 400 400 4.500% Senior Notes Due 2029 800 800 Finance leases 9 6 Total debt 3,064 3,139 Less: current maturities 6 6 Less: debt issuance costs 24 27 Long-term debt, net $ 3,034 $ 3,106 (1) On January 15, 2021, we used proceeds from borrowings on our 2018 Revolver (described below) to repurchase the remaining $436 million outstanding principal amount of our 4.875% senior notes due 2023. (2) In connection with the merger of ETO into ET on April 1, 2021, as discussed in Note 1, the guarantees of the Partnership's senior notes due 2026 and 2028 have been assumed by ET. Revolving Credit Agreement The Partnership is party to an Amended and Restated Credit Agreement among the Partnership, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swingline lender and a line of credit issuer (the “2018 Revolver”). As of June 30, 2021, the balance on the 2018 Revolver was $361 million, and $8 million in standby letters of credit were outstanding. The unused availability on the 2018 Revolver at June 30, 2021 was $1.1 billion. The weighted average interest rate on the total amount outstanding at June 30, 2021 was 2.08%. The Partnership was in compliance with all financial covenants at June 30, 2021. Fair Value of Debt |
Other Noncurrent Liabilities (N
Other Noncurrent Liabilities (Notes) | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities Disclosure [Text Block] | Other Noncurrent Liabilities Other noncurrent liabilities consisted of the following: June 30, December 31, (in millions) Reserve for underground storage tank removal $ 77 $ 75 Accrued environmental expense, long-term 13 16 Other 16 18 Total $ 106 $ 109 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions We are party to fee-based commercial agreements with various affiliates of ET for pipeline, terminalling and storage services. We also have agreements with subsidiaries of ET for the purchase and sale of fuel. On July 1, 2019, we entered into a 50% owned joint venture on the J.C. Nolan diesel fuel pipeline to West Texas. ET operates the J.C. Nolan pipeline for the joint venture, which transports diesel fuel from Hebert, Texas to a terminal in the Midland, Texas area. The carrying value of our investment in this unconsolidated joint venture was $134 million and $136 million as of June 30, 2021 and December 31, 2020, respectively. In addition, we recorded income on the unconsolidated joint venture of $1 million for both the three months ended June 30, 2021 and 2020 and $2 million for both the six months ended June 30, 2021 and 2020. Summary of Transactions Related party transactions with affiliates for the three and six months ended June 30, 2021 and 2020 were as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Motor fuel sales to affiliates $ 7 $ 37 $ 9 $ 49 Bulk fuel purchases from affiliates $ 419 $ 120 $ 752 $ 439 Significant affiliate balances and activity related to the consolidated balance sheets are as follows: • Net advances from affiliates were $129 million and $125 million as of June 30, 2021 and December 31, 2020, respectively. Advances from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Energy Transfer (R&M), LLC and between Sunoco Retail and Energy Transfer (R&M), LLC, which are in place for purposes of cash management and transactions related to the diesel fuel pipeline joint venture with ET. • Net accounts receivable from affiliates were $8 million and $11 million as of June 30, 2021 and December 31, 2020, respectively, which are primarily related to motor fuel sales to affiliates. • Net accounts payable to affiliates were $37 million and $79 million as of June 30, 2021 and December 31, 2020, respectively, which are related to operational expenses and bulk fuel purchases. |
Revenue (Notes)
Revenue (Notes) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Revenue Disaggregation of Revenue We operate our business in two primary segments, Fuel Distribution and Marketing and All Other. We disaggregate revenue within the segments by channels. The following table depicts the disaggregation of revenue by channel within each segment: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in millions) Fuel Distribution and Marketing Segment Dealer $ 903 $ 374 $ 1,582 $ 1,035 Distributor 2,123 645 3,738 2,112 Unbranded wholesale 744 548 1,412 1,143 Commission agent 369 363 659 679 Non motor fuel sales 16 20 30 31 Lease income 32 29 65 59 Total 4,187 1,979 7,486 5,059 All Other Segment Motor fuel 153 62 264 189 Non motor fuel sales 50 34 109 94 Lease income 2 5 4 10 Total 205 101 377 293 Total revenue $ 4,392 $ 2,080 $ 7,863 $ 5,352 Contract Balances with Customers The balances of receivables from contracts with customers listed in the table below include both current trade receivables and long-term receivables, net of allowance for expected credit losses. The allowance for expected credit losses represents our best estimate of the probable losses associated with potential customer defaults. We estimate the expected credit losses based on historical write-off experience by industry and current expectations of future credit losses. The balances of the Partnership’s contract assets and contract liabilities as of June 30, 2021 and December 31, 2020 were as follows: June 30, 2021 December 31, 2020 (in millions) Contract balances Contract asset $ 135 $ 121 Accounts receivable from contracts with customers $ 422 $ 256 Contract liability $ — $ — Costs to Obtain or Fulfill a Contract |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation We have at various points and may in the future become involved in various legal proceedings arising out of our operations in the normal course of business. These proceedings would be subject to the uncertainties inherent in any litigation, and we regularly assess the need for accounting recognition or disclosure of these contingencies. We would expect to defend ourselves vigorously in all such matters. Based on currently available information, we believe it is unlikely that the outcome of known matters would have a material adverse impact on our financial condition, results of operations or cash flows. Lessee Accounting The Partnership leases retail stores, other property, and equipment under non-cancellable operating leases whose initial terms are typically 5 to 15 years, with some having a term of 40 years or more, along with options that permit renewals for additional periods. At the inception of each, we determine if the arrangement is a lease or contains an embedded lease and review the facts and circumstances of the arrangement to classify leased assets as operating or finance. The Partnership has elected not to record any leases with terms of 12 months or less on the balance sheet. At this time, the majority of active leases within our portfolio are classified as operating leases. Operating leases are included in lease right-of-use (“ROU”) assets, operating lease current liabilities, and operating lease noncurrent liabilities in our consolidated balance sheets. Finance leases represent a small portion of the active lease agreements and are included in ROU assets and long-term debt in our consolidated balance sheets. The ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make minimum lease payments arising from the lease for the duration of the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from 1 to 20 years or greater. The exercise of lease renewal options is typically at our discretion. Additionally, many leases contain early termination clauses; however, early termination typically requires the agreement of both parties to the lease. At lease inception, all renewal options reasonably certain to be exercised are considered when determining the lease term. At this time, the Partnership does not have leases that include options to purchase or automatic transfer of ownership of the leased property to the Partnership. The depreciable life of leased assets and leasehold improvements are limited by the expected lease term. To determine the present value of future minimum lease payments, we use the implicit rate when readily determinable. At this time, many of our leases do not provide an implicit rate; therefore, to determine the present value of minimum lease payments we use our incremental borrowing rate based on the information available at lease commencement date. The ROU assets also include any lease payments made on or before the commencement date and exclude lease incentives. Minimum rent payments are expensed on a straight-line basis over the term of the lease. In addition, some leases may require additional contingent or variable lease payments based on factors specific to the individual agreement. Variable lease payments we are typically responsible for include payment of real estate taxes, maintenance expenses and insurance. The details of the Partnership's operating and finance lease liabilities are as follows: June 30, Lease Term and Discount Rate 2021 2020 Weighted-average remaining lease term (years) Operating leases 23 24 Finance leases 29 5 Weighted-average discount rate (%) Operating leases 6 % 6 % Finance leases 4 % 5 % Six Months Ended June 30, Other information 2021 2020 (in millions) Cash paid for amount included in the measurement of lease liabilities Operating cash flows from operating leases $ (25) $ (26) Operating cash flows from finance leases $ (1) $ — Financing cash flows from finance leases $ — $ (3) Leased assets obtained in exchange for new finance lease liabilities $ 9 $ — Leased assets obtained in exchange for new operating lease liabilities $ 1 $ 9 Maturity of lease liabilities (as of June 30, 2021) Operating leases Finance leases Total (in millions) 2021 (remainder) $ 25 $ — $ 25 2022 49 — 49 2023 47 — 47 2024 46 — 46 2025 46 — 46 Thereafter 815 16 831 Total lease payment 1,028 16 1,044 Less: interest 484 7 491 Present value of lease liabilities $ 544 $ 9 $ 553 Lessor Accounting |
Interest Expense, net
Interest Expense, net | 6 Months Ended |
Jun. 30, 2021 | |
Interest Income (Expense), Net [Abstract] | |
Interest Expense, net | Interest Expense, net Components of net interest expense were as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in millions) Interest expense $ 40 $ 43 $ 80 $ 87 Amortization of deferred financing fees 3 2 4 3 Interest income — (1) — (2) Interest expense, net $ 43 $ 44 $ 84 $ 88 |
Income Tax Expense
Income Tax Expense | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | Income Tax Expense As a partnership, we are generally not subject to federal income tax and most state income taxes. However, the Partnership conducts certain activities through corporate subsidiaries which are subject to federal and state income taxes. Our effective tax rate differs from the statutory rate primarily due to Partnership earnings that are not subject to U.S. federal and most state income taxes at the Partnership level. A reconciliation of income tax expense from continuing operations at the U.S. federal statutory rate of 21% to net income tax expense is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in millions) Income tax expense at statutory federal rate $ 37 $ 35 $ 69 $ 8 Partnership earnings not subject to tax (30) (28) (61) (2) State and local tax, net of federal benefit 2 1 3 3 Other (1) — — 2 Net income tax expense $ 8 $ 8 $ 11 $ 11 |
Partners' Capital
Partners' Capital | 6 Months Ended |
Jun. 30, 2021 | |
Partners' Capital [Abstract] | |
Partners' Capital | Partners' Capital As of June 30, 2021, ET and its subsidiaries owned 28,463,967 common units, which constitutes 34.1% of our outstanding common units, and the public owned 54,888,156 common units. As of June 30, 2021, our consolidated subsidiaries owned all of the 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”). Common Units The change in our outstanding common units for the six months ended June 30, 2021 is as follows: Number of Units Number of common units at December 31, 2020 83,333,631 Phantom vested units exercised 18,492 Number of common units at June 30, 2021 83,352,123 Allocation of Net Income Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect to incentive cash distributions, which are allocated 100% to ET. The calculation of net income allocated to the partners is as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Attributable to Common Units Distributions $ 69 $ 69 $ 138 $ 137 Distributions (in excess of) less than net income 78 69 143 (147) Limited partners' interest in net income (loss) $ 147 $ 138 $ 281 $ (10) Cash Distributions Our Partnership Agreement sets forth the calculation used to determine the amount and priority of cash distributions that the common unitholders receive. Cash distributions paid or declared during 2021 were as follows: Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders (in millions, except per unit amounts) August 19, 2021 $ 0.8255 $ 69 $ 18 May 19, 2021 $ 0.8255 $ 69 $ 18 February 19, 2021 $ 0.8255 $ 69 $ 18 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Segment Reporting Our consolidated financial statements reflect two reportable segments, Fuel Distribution and Marketing and All Other. We report Adjusted EBITDA by segment as a measure of segment performance. We define Adjusted EBITDA as earnings before net interest expense, income tax expense and depreciation, amortization and accretion expense, non-cash unit-based compensation expense, gains and losses on disposal of assets and non-cash impairment charges, unrealized gains and losses on commodity derivatives, inventory adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations. Inventory adjustments that are excluded from the calculation of Adjusted EBITDA represent changes in lower of cost or market reserves on the Partnership's inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period. The following table presents financial information by segment for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, 2021 2020 Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Fuel Distribution and Marketing All Other Intercompany Eliminations Totals (in millions) Revenue Motor fuel sales $ 4,139 $ 153 $ 4,292 $ 1,930 $ 62 $ 1,992 Non motor fuel sales 16 50 66 20 34 54 Lease income 32 2 34 29 5 34 Intersegment sales 379 — (379) — 152 — (152) — Total revenue 4,566 205 (379) 4,392 2,131 101 (152) 2,080 Gross profit (1) Motor fuel 265 12 277 275 19 294 Non motor fuel 14 28 42 13 17 30 Lease 32 2 34 29 5 34 Total gross profit 311 42 353 317 41 358 Total operating expenses 99 38 137 117 33 150 Operating income 212 4 216 200 8 208 Interest expense, net (38) (5) (43) (37) (7) (44) Equity in earnings of unconsolidated affiliate 1 — 1 1 — 1 Income (loss) from operations before income taxes 175 (1) 174 164 1 165 Income tax expense (benefit) 9 (1) 8 3 5 8 Net income (loss) and comprehensive income (loss) $ 166 $ — $ 166 $ 161 $ (4) $ 157 Depreciation, amortization and accretion 36 7 43 36 11 47 Interest expense, net 38 5 43 37 7 44 Income tax expense (benefit) 9 (1) 8 3 5 8 Non-cash unit-based compensation expense 3 — 3 3 — 3 (Gain) loss on disposal of assets (7) (1) (8) — 6 6 Unrealized gain on commodity derivatives (2) — (2) — — — Inventory adjustments (59) — (59) (87) (3) (90) Equity in earnings of unconsolidated affiliate (1) — (1) (1) — (1) Adjusted EBITDA related to unconsolidated affiliate 2 — 2 3 — 3 Other non-cash adjustments 6 — 6 5 — 5 Adjusted EBITDA $ 191 $ 10 $ 201 $ 160 $ 22 $ 182 Capital expenditures $ 28 $ 2 $ 30 $ 15 $ 3 $ 18 Total assets as of June 30, 2021 and December 31, 2020, respectively $ 4,477 $ 1,063 $ 5,540 $ 3,417 $ 1,850 $ 5,267 ________________________________ (1) Excludes depreciation, amortization and accretion. Six Months Ended June 30, 2021 2020 Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Fuel Distribution and Marketing All Other Intercompany Eliminations Totals (in millions) Revenue Motor fuel sales $ 7,391 $ 264 $ 7,655 $ 4,969 $ 189 $ 5,158 Non motor fuel sales 30 109 139 31 94 125 Lease income 65 4 69 59 10 69 Intersegment sales 660 — (660) — 445 — (445) — Total revenue 8,146 377 (660) 7,863 5,504 293 (445) 5,352 Gross profit (1) Motor fuel 538 20 558 269 46 315 Non motor fuel 26 51 77 24 58 82 Lease 65 4 69 59 10 69 Total gross profit 629 75 704 352 114 466 Total operating expenses 208 76 284 272 68 340 Operating income 421 (1) 420 80 46 126 Interest expense, net (75) (9) (84) (75) (13) (88) Loss on extinguishment of debt (7) — (7) — — — Equity in earnings of unconsolidated affiliate 2 — 2 2 — 2 Income (loss) from operations before income taxes 341 (10) 331 7 33 40 Income tax expense (benefit) 12 (1) 11 3 8 11 Net income (loss) and $ 329 $ (9) $ 320 $ 4 $ 25 $ 29 Depreciation, amortization and accretion 75 15 90 73 19 92 Interest expense, net 75 9 84 75 13 88 Income tax expense (benefit) 12 (1) 11 3 8 11 Non-cash unit-based compensation expense 7 — 7 7 — 7 (Gain) Loss on disposal of assets and impairment charges (8) — (8) — 8 8 Loss on extinguishment of debt 7 — 7 — — — Unrealized (gain) loss on commodity derivatives (7) — (7) 6 — 6 Inventory adjustments (159) — (159) 139 (2) 137 Equity in earnings of unconsolidated affiliate (2) — (2) (2) — (2) Adjusted EBITDA related to unconsolidated affiliate 4 — 4 5 — 5 Other non-cash adjustments 11 — 11 10 — 10 Adjusted EBITDA $ 344 $ 14 $ 358 $ 320 $ 71 $ 391 Capital expenditures $ 45 $ 3 $ 48 $ 40 $ 19 $ 59 Total assets as of June 30, 2021 and December 31, 2020, respectively $ 4,477 $ 1,063 $ 5,540 $ 3,417 $ 1,850 $ 5,267 ________________________________ (1) Excludes depreciation, amortization and accretion. |
Net Income per Unit
Net Income per Unit | 6 Months Ended |
Jun. 30, 2021 | |
Net Income Per Unit [Abstract] | |
Net Income per Unit | Net Income (Loss) per Common Unit A reconciliation of the numerators and denominators of the basic and diluted net income per common unit computations is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in millions, except units and per unit amounts) Net income and comprehensive income $ 166 $ 157 $ 320 $ 29 Less: Incentive distribution rights 18 17 36 35 Distributions on nonvested phantom unit awards 1 2 3 4 Limited partners ’ interest in net income (loss) $ 147 $ 138 $ 281 $ (10) Weighted average common units outstanding: Basic 83,350,567 83,030,286 83,346,719 83,022,027 Dilutive effect of nonvested phantom unit awards (1) 1,052,300 568,444 929,921 — Diluted 84,402,867 83,598,730 84,276,640 83,022,027 Net income (loss) per common unit: Basic $ 1.76 $ 1.65 $ 3.37 $ (0.12) Diluted $ 1.73 $ 1.64 $ 3.33 $ (0.12) |
Organization and Principles o_2
Organization and Principles of Consolidation Organization and Principles of Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | All significant intercompany accounts and transactions have been eliminated in consolidation. Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on operating income, net income and comprehensive income, the balance sheets or statements of cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Interim Financial Statements The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Pursuant to Regulation S-X, certain information and disclosures normally included in the annual financial statements have been condensed or omitted. The interim consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission ("SEC") on February 19, 2021. |
Recently Issued Accounting Pronouncements | Significant Accounting PoliciesAs of June 30, 2021, there have been no changes in the Partnership's significant accounting policies from those described in the Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 19, 2021. |
Motor Fuel and Sales Taxes | Motor Fuel and Sales Taxes For bulk sales, certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales. For other locations where the Partnership holds inventory, including commission agent arrangements and Partnership-operated retail locations, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $87 million and $64 million for the three months ended June 30, 2021 and 2020, respectively, and $164 million and $144 million for the six months ended June 30, 2021 and 2020, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying consolidated statements of operations and comprehensive income. |
Inventory (Policies)
Inventory (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory, Policy | Fuel inventories are stated at the lower of cost or market using the last-in-first-out (“LIFO”) method. As of June 30, 2021 and December 31, 2020, the carrying value of the Partnership’s fuel inventory included lower of cost or market reserves of $152 million and $311 million, respectively, and the inventory carrying value equaled or exceeded its replacement cost. For the three and six months ended June 30, 2021 and 2020, the Partnership’s consolidated statements of operations and comprehensive income did not include any material amounts of income from the liquidation of LIFO fuel inventory. |
Revenue from Contract with Cust
Revenue from Contract with Customer (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Contract Balances with Customers The balances of receivables from contracts with customers listed in the table below include both current trade receivables and long-term receivables, net of allowance for expected credit losses. The allowance for expected credit losses represents our best estimate of the probable losses associated with potential customer defaults. We estimate the expected credit losses based on historical write-off experience by industry and current expectations of future credit losses. |
Partners' Capital Partners' Cap
Partners' Capital Partners' Capital (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Partners' Capital [Abstract] | |
Allocation of net income [Policy Text Block] | Allocation of Net Income Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect to incentive cash distributions, which are allocated 100% to ET. |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net, consisted of the following: June 30, December 31, (in millions) Accounts receivable, trade $ 388 $ 239 Credit card receivables 41 24 Vendor receivables for rebates and branding 30 26 Other receivables 42 13 Allowance for expected credit losses (7) (7) Accounts receivable, net $ 494 $ 295 |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories, net, consisted of the following: June 30, December 31, (in millions) Fuel $ 480 $ 374 Other 8 8 Inventories, net $ 488 $ 382 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Current accrued expenses and other current liabilities consisted of the following: June 30, December 31, (in millions) Wage and other employee-related accrued expenses $ 16 $ 23 Accrued tax expense 137 135 Accrued insurance 23 24 Accrued interest expense 40 49 Dealer deposits 21 22 Accrued environmental expense 10 4 Other 36 25 Total $ 283 $ 282 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: June 30, December 31, (in millions) Sale leaseback financing obligation $ 94 $ 97 2018 Revolver 361 — 4.875% Senior Notes Due 2023 (1) — 436 5.500% Senior Notes Due 2026 (2) 800 800 6.000% Senior Notes Due 2027 600 600 5.875% Senior Notes Due 2028 (2) 400 400 4.500% Senior Notes Due 2029 800 800 Finance leases 9 6 Total debt 3,064 3,139 Less: current maturities 6 6 Less: debt issuance costs 24 27 Long-term debt, net $ 3,034 $ 3,106 |
Other Noncurrent Liabilities (T
Other Noncurrent Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities [Table Text Block] | June 30, December 31, (in millions) Reserve for underground storage tank removal $ 77 $ 75 Accrued environmental expense, long-term 13 16 Other 16 18 Total $ 106 $ 109 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | Related party transactions with affiliates for the three and six months ended June 30, 2021 and 2020 were as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Motor fuel sales to affiliates $ 7 $ 37 $ 9 $ 49 Bulk fuel purchases from affiliates $ 419 $ 120 $ 752 $ 439 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table depicts the disaggregation of revenue by channel within each segment: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in millions) Fuel Distribution and Marketing Segment Dealer $ 903 $ 374 $ 1,582 $ 1,035 Distributor 2,123 645 3,738 2,112 Unbranded wholesale 744 548 1,412 1,143 Commission agent 369 363 659 679 Non motor fuel sales 16 20 30 31 Lease income 32 29 65 59 Total 4,187 1,979 7,486 5,059 All Other Segment Motor fuel 153 62 264 189 Non motor fuel sales 50 34 109 94 Lease income 2 5 4 10 Total 205 101 377 293 Total revenue $ 4,392 $ 2,080 $ 7,863 $ 5,352 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | The balances of the Partnership’s contract assets and contract liabilities as of June 30, 2021 and December 31, 2020 were as follows: June 30, 2021 December 31, 2020 (in millions) Contract balances Contract asset $ 135 $ 121 Accounts receivable from contracts with customers $ 422 $ 256 Contract liability $ — $ — |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | The details of the Partnership's operating and finance lease liabilities are as follows: June 30, Lease Term and Discount Rate 2021 2020 Weighted-average remaining lease term (years) Operating leases 23 24 Finance leases 29 5 Weighted-average discount rate (%) Operating leases 6 % 6 % Finance leases 4 % 5 % Six Months Ended June 30, Other information 2021 2020 (in millions) Cash paid for amount included in the measurement of lease liabilities Operating cash flows from operating leases $ (25) $ (26) Operating cash flows from finance leases $ (1) $ — Financing cash flows from finance leases $ — $ (3) Leased assets obtained in exchange for new finance lease liabilities $ 9 $ — Leased assets obtained in exchange for new operating lease liabilities $ 1 $ 9 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity of lease liabilities (as of June 30, 2021) Operating leases Finance leases Total (in millions) 2021 (remainder) $ 25 $ — $ 25 2022 49 — 49 2023 47 — 47 2024 46 — 46 2025 46 — 46 Thereafter 815 16 831 Total lease payment 1,028 16 1,044 Less: interest 484 7 491 Present value of lease liabilities $ 544 $ 9 $ 553 |
Interest Expense, net (Tables)
Interest Expense, net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Interest Income (Expense), Net [Abstract] | |
Schedule of Interest Expense Net | Components of net interest expense were as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in millions) Interest expense $ 40 $ 43 $ 80 $ 87 Amortization of deferred financing fees 3 2 4 3 Interest income — (1) — (2) Interest expense, net $ 43 $ 44 $ 84 $ 88 |
Income Tax Expense (Tables)
Income Tax Expense (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense from continuing operations at the U.S. federal statutory rate of 21% to net income tax expense is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in millions) Income tax expense at statutory federal rate $ 37 $ 35 $ 69 $ 8 Partnership earnings not subject to tax (30) (28) (61) (2) State and local tax, net of federal benefit 2 1 3 3 Other (1) — — 2 Net income tax expense $ 8 $ 8 $ 11 $ 11 |
Partners' Capital (Tables)
Partners' Capital (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Partners' Capital [Abstract] | |
Schedule of Common Units | The change in our outstanding common units for the six months ended June 30, 2021 is as follows: Number of Units Number of common units at December 31, 2020 83,333,631 Phantom vested units exercised 18,492 Number of common units at June 30, 2021 83,352,123 |
Schedule of Net Income Allocation By Partners | The calculation of net income allocated to the partners is as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Attributable to Common Units Distributions $ 69 $ 69 $ 138 $ 137 Distributions (in excess of) less than net income 78 69 143 (147) Limited partners' interest in net income (loss) $ 147 $ 138 $ 281 $ (10) |
Distributions Made to Limited Partner, by Distribution | Cash distributions paid or declared during 2021 were as follows: Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders (in millions, except per unit amounts) August 19, 2021 $ 0.8255 $ 69 $ 18 May 19, 2021 $ 0.8255 $ 69 $ 18 February 19, 2021 $ 0.8255 $ 69 $ 18 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended June 30, 2021 2020 Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Fuel Distribution and Marketing All Other Intercompany Eliminations Totals (in millions) Revenue Motor fuel sales $ 4,139 $ 153 $ 4,292 $ 1,930 $ 62 $ 1,992 Non motor fuel sales 16 50 66 20 34 54 Lease income 32 2 34 29 5 34 Intersegment sales 379 — (379) — 152 — (152) — Total revenue 4,566 205 (379) 4,392 2,131 101 (152) 2,080 Gross profit (1) Motor fuel 265 12 277 275 19 294 Non motor fuel 14 28 42 13 17 30 Lease 32 2 34 29 5 34 Total gross profit 311 42 353 317 41 358 Total operating expenses 99 38 137 117 33 150 Operating income 212 4 216 200 8 208 Interest expense, net (38) (5) (43) (37) (7) (44) Equity in earnings of unconsolidated affiliate 1 — 1 1 — 1 Income (loss) from operations before income taxes 175 (1) 174 164 1 165 Income tax expense (benefit) 9 (1) 8 3 5 8 Net income (loss) and comprehensive income (loss) $ 166 $ — $ 166 $ 161 $ (4) $ 157 Depreciation, amortization and accretion 36 7 43 36 11 47 Interest expense, net 38 5 43 37 7 44 Income tax expense (benefit) 9 (1) 8 3 5 8 Non-cash unit-based compensation expense 3 — 3 3 — 3 (Gain) loss on disposal of assets (7) (1) (8) — 6 6 Unrealized gain on commodity derivatives (2) — (2) — — — Inventory adjustments (59) — (59) (87) (3) (90) Equity in earnings of unconsolidated affiliate (1) — (1) (1) — (1) Adjusted EBITDA related to unconsolidated affiliate 2 — 2 3 — 3 Other non-cash adjustments 6 — 6 5 — 5 Adjusted EBITDA $ 191 $ 10 $ 201 $ 160 $ 22 $ 182 Capital expenditures $ 28 $ 2 $ 30 $ 15 $ 3 $ 18 Total assets as of June 30, 2021 and December 31, 2020, respectively $ 4,477 $ 1,063 $ 5,540 $ 3,417 $ 1,850 $ 5,267 ________________________________ (1) Excludes depreciation, amortization and accretion. Six Months Ended June 30, 2021 2020 Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Fuel Distribution and Marketing All Other Intercompany Eliminations Totals (in millions) Revenue Motor fuel sales $ 7,391 $ 264 $ 7,655 $ 4,969 $ 189 $ 5,158 Non motor fuel sales 30 109 139 31 94 125 Lease income 65 4 69 59 10 69 Intersegment sales 660 — (660) — 445 — (445) — Total revenue 8,146 377 (660) 7,863 5,504 293 (445) 5,352 Gross profit (1) Motor fuel 538 20 558 269 46 315 Non motor fuel 26 51 77 24 58 82 Lease 65 4 69 59 10 69 Total gross profit 629 75 704 352 114 466 Total operating expenses 208 76 284 272 68 340 Operating income 421 (1) 420 80 46 126 Interest expense, net (75) (9) (84) (75) (13) (88) Loss on extinguishment of debt (7) — (7) — — — Equity in earnings of unconsolidated affiliate 2 — 2 2 — 2 Income (loss) from operations before income taxes 341 (10) 331 7 33 40 Income tax expense (benefit) 12 (1) 11 3 8 11 Net income (loss) and $ 329 $ (9) $ 320 $ 4 $ 25 $ 29 Depreciation, amortization and accretion 75 15 90 73 19 92 Interest expense, net 75 9 84 75 13 88 Income tax expense (benefit) 12 (1) 11 3 8 11 Non-cash unit-based compensation expense 7 — 7 7 — 7 (Gain) Loss on disposal of assets and impairment charges (8) — (8) — 8 8 Loss on extinguishment of debt 7 — 7 — — — Unrealized (gain) loss on commodity derivatives (7) — (7) 6 — 6 Inventory adjustments (159) — (159) 139 (2) 137 Equity in earnings of unconsolidated affiliate (2) — (2) (2) — (2) Adjusted EBITDA related to unconsolidated affiliate 4 — 4 5 — 5 Other non-cash adjustments 11 — 11 10 — 10 Adjusted EBITDA $ 344 $ 14 $ 358 $ 320 $ 71 $ 391 Capital expenditures $ 45 $ 3 $ 48 $ 40 $ 19 $ 59 Total assets as of June 30, 2021 and December 31, 2020, respectively $ 4,477 $ 1,063 $ 5,540 $ 3,417 $ 1,850 $ 5,267 ________________________________ (1) Excludes depreciation, amortization and accretion. |
Net Income per Unit (Tables)
Net Income per Unit (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Net Income Per Unit [Abstract] | |
Schedule of Net Income per Unit, Basic and Diluted | A reconciliation of the numerators and denominators of the basic and diluted net income per common unit computations is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in millions, except units and per unit amounts) Net income and comprehensive income $ 166 $ 157 $ 320 $ 29 Less: Incentive distribution rights 18 17 36 35 Distributions on nonvested phantom unit awards 1 2 3 4 Limited partners ’ interest in net income (loss) $ 147 $ 138 $ 281 $ (10) Weighted average common units outstanding: Basic 83,350,567 83,030,286 83,346,719 83,022,027 Dilutive effect of nonvested phantom unit awards (1) 1,052,300 568,444 929,921 — Diluted 84,402,867 83,598,730 84,276,640 83,022,027 Net income (loss) per common unit: Basic $ 1.76 $ 1.65 $ 3.37 $ (0.12) Diluted $ 1.73 $ 1.64 $ 3.33 $ (0.12) ______________________________ (1) For the six months ended June 30, 2020, the dilutive effect of nonvested phantom unit awards was excluded from the calculation of diluted weighted average common units outstanding because the impact was antidilutive. |
Organization and Principles o_3
Organization and Principles of Consolidation - Additional Information (Details) | 3 Months Ended |
Jun. 30, 2021state | |
Sunoco LLC [Member] | Minimum [Member] | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Number of states in which entity operates (more than) | 30 |
Energy Transfer Operating, L.P. [Member] | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Percentage of Common Units Owned | 28.50% |
Energy Transfer Operating, L.P. [Member] | Common Units [Member] | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Percentage of Common Units Owned | 34.10% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Motor fuel and sales taxes | $ 87 | $ 64 | $ 164 | $ 144 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for expected credit losses | $ (7) | $ (7) |
Accounts receivable, net | 494 | 295 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 388 | 239 |
Credit Card Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 41 | 24 |
Vendor Receivables For Rebates Branding And Other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 30 | 26 |
Other Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | $ 42 | $ 13 |
Inventories, net - Additional I
Inventories, net - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventory Write-down | $ 159 | |
Inventory Adjustments | $ 152 | $ 311 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Fuel | $ 480 | $ 374 |
Other | 8 | 8 |
Inventories, net | $ 488 | $ 382 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Wage and other employee-related accrued expenses | $ 16 | $ 23 |
Accrued tax expense | 137 | 135 |
Accrued insurance | 23 | 24 |
Accrued interest expense | 40 | 49 |
Dealer deposits | 21 | 22 |
Accrued environmental expense | 10 | 4 |
Other | 36 | 25 |
Total | $ 283 | $ 282 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | ||
Debt Instrument [Line Items] | |||
Sale leaseback financing obligation | $ 94 | $ 97 | |
2018 Revolver | 361 | 0 | |
Finance leases | 9 | 6 | |
Total debt | 3,064 | 3,139 | |
Less: current maturities | 6 | 6 | |
Less: debt issuance costs | 24 | 27 | |
Long-term debt, net | 3,034 | 3,106 | |
Two Thousand Eighteen Revolver [Member] | Revolving Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
2018 Revolver | $ 361 | 0 | |
Four Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.875% | ||
Senior Notes | [1] | $ 0 | 436 |
Early Repayment of Senior Debt | $ 436 | ||
Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty Six [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | ||
Senior Notes | [2] | $ 800 | 800 |
Six Percentage Senior Notes Due Two Thousand Twenty Seven [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||
Senior Notes | $ 600 | 600 | |
Five Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Eight [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | ||
Senior Notes | [2] | $ 400 | 400 |
Four Point Five Zero Zero Percentage Senior Notes | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | ||
Senior Notes | $ 800 | $ 800 | |
[1] | On January 15, 2021, we used proceeds from borrowings on our 2018 Revolver (described below) to repurchase the remaining $436Â million outstanding principal amount of our 4.875% senior notes due 2023. | ||
[2] | In connection with the merger of ETO into ET on April 1, 2021, as discussed in Note 1, the guarantees of the Partnership's senior notes due 2026 and 2028 have been assumed by ET. |
Long-Term Debt (Revolving Credi
Long-Term Debt (Revolving Credit Agreement) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Revolving line of credit | $ 361 | $ 0 |
Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Revolving line of credit | 361 | $ 0 |
Letters of Credit Outstanding, Amount | 8 | |
Debt Instrument, Unused Borrowing Capacity, Amount | $ 1,100 | |
Debt, Weighted Average Interest Rate | 2.08% |
Long-Term Debt Fair Value Measu
Long-Term Debt Fair Value Measurements (Details) $ in Billions | Jun. 30, 2021USD ($) |
Fair Value Measurements [Abstract] | |
Long-term Debt, Fair Value | $ 3.2 |
Other Noncurrent Liabilities (D
Other Noncurrent Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Reserve for underground storage tank removal | $ 77 | $ 75 |
Accrued environmental expense, long-term | 13 | 16 |
Other | 16 | 18 |
Other noncurrent liabilities | $ 106 | $ 109 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Investment in unconsolidated affiliate | $ 134 | $ 134 | $ 136 | ||
Equity in earnings of unconsolidated affiliate | 1 | $ 1 | 2 | $ 2 | |
Advances from affiliates | 129 | 129 | 125 | ||
Receivables from affiliates | 8 | 8 | 11 | ||
Accounts payable to affiliates | $ 37 | $ 37 | $ 79 | ||
JCNolan [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | |||
Wholesale motor fuel sales to affiliates [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | $ 7 | 37 | $ 9 | 49 | |
Wholesale Motor Fuel [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Purchases from Related Party | $ 419 | $ 120 | $ 752 | $ 439 |
Revenue (Disaggregation of Reve
Revenue (Disaggregation of Revenue) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 4,392 | $ 2,080 | $ 7,863 | $ 5,352 |
Motor Fuel Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,292 | 1,992 | 7,655 | 5,158 |
Lease Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 34 | 34 | 69 | 69 |
Fuel Distribution and Marketing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,187 | 1,979 | 7,486 | 5,059 |
Fuel Distribution and Marketing [Member] | Dealer Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 903 | 374 | 1,582 | 1,035 |
Fuel Distribution and Marketing [Member] | Distributor Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,123 | 645 | 3,738 | 2,112 |
Fuel Distribution and Marketing [Member] | Unbranded Wholesale Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 744 | 548 | 1,412 | 1,143 |
Fuel Distribution and Marketing [Member] | Commission Agent Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 369 | 363 | 659 | 679 |
Fuel Distribution and Marketing [Member] | Non Motor Fuel [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 16 | 20 | 30 | 31 |
Fuel Distribution and Marketing [Member] | Lease Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 32 | 29 | 65 | 59 |
All Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 205 | 101 | 377 | 293 |
All Other [Member] | Motor Fuel Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 153 | 62 | 264 | 189 |
All Other [Member] | Non Motor Fuel [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 50 | 34 | 109 | 94 |
All Other [Member] | Lease Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2 | $ 5 | $ 4 | $ 10 |
Revenue (Contract Balances with
Revenue (Contract Balances with Customer) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Contract asset | $ 135 | $ 121 |
Receivables from Customers | 422 | 256 |
Contract with Customer, Liability | $ 0 | $ 0 |
Revenue (Costs to Obtain or Ful
Revenue (Costs to Obtain or Fulfill a Contract) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Capitalized Contract Cost, Amortization | $ 5 | $ 9 | $ 10 |
Commitments And Contingencies_2
Commitments And Contingencies (Lessee Disclosures) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 40 years | ||
Lease Term and Discount Rate [Abstract] | |||
Operating Lease, Weighted Average Remaining Lease Term | 24 years | 23 years | |
Finance Lease, Weighted Average Remaining Lease Term | 5 years | 29 years | |
Operating Lease, Weighted Average Discount Rate, Percent | 6.00% | 6.00% | |
Finance Lease, Weighted Average Discount Rate, Percent | 5.00% | 4.00% | |
Cash Flow, Operating Activities, Lessee [Abstract] | |||
Operating cash flows from operating leases | $ (26) | $ (25) | |
Operating cash flows from finance leases | 0 | (1) | |
Financing cash flows from finance leases | (3) | 0 | |
Leased assets obtained in exchange for new finance lease liabilities | 0 | 9 | |
Leased assets obtained in exchange for new operating lease liabilities | $ 9 | 1 | |
Lessee, Operating Lease, Liability, Payment, Due, Rolling Maturity [Abstract] | |||
Operating lease - 2021 (remainder) | 25 | ||
Operating lease - 2022 | 49 | ||
Operating lease - 2023 | 47 | ||
Operating lease - 2024 | 46 | ||
Operating lease - 2025 | 46 | ||
Operating lease - Thereafter | 815 | ||
Total lease payment | 1,028 | ||
Less: interest | (484) | ||
Present value of lease liabilities - operating leases | 544 | ||
Finance Lease, Liability, Payment, Due, Rolling Maturity [Abstract] | |||
Finance lease - 2021 (remainder) | 0 | ||
Finance lease - 2022 | 0 | ||
Finance lease - 2023 | 0 | ||
Finance lease - 2024 | 0 | ||
Finance lease - 2025 | 0 | ||
Finance lease - Thereafter | 16 | ||
Total lease payment | 16 | ||
Less: interest | (7) | ||
Present value of lease liabilities - finance leases | 9 | $ 6 | |
Maturity of lease liabilities [Abstract] | |||
2021 (remainder) | 25 | ||
2022 | 49 | ||
2023 | 47 | ||
2024 | 46 | ||
2025 | 46 | ||
Thereafter | 831 | ||
Total lease payment | 1,044 | ||
Less: interest | (491) | ||
Present value of lease liabilities | $ 553 | ||
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Renewal Term | 1 year | ||
Lessee, Operating Lease, Term of Contract | 5 years | ||
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Renewal Term | 20 years | ||
Lessee, Operating Lease, Term of Contract | 15 years |
Commitments And Contingencies_3
Commitments And Contingencies (Lessor Disclosures) (Details) | Jun. 30, 2021 |
Lessor Disclosure [Abstract] | |
Lessor, Operating Lease, Term of Contract | 5 years |
Interest Expense, net (Details)
Interest Expense, net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Interest Income (Expense), Net [Abstract] | ||||
Interest expense | $ 40 | $ 43 | $ 80 | $ 87 |
Amortization of deferred financing fees | 3 | 2 | 4 | 3 |
Interest income | 0 | 1 | 0 | 2 |
Interest expense, net | $ 43 | $ 44 | $ 84 | $ 88 |
Income Tax Expense (Details)
Income Tax Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense at statutory federal rate | $ 37 | $ 35 | $ 69 | $ 8 |
Partnership earnings not subject to tax | (30) | (28) | (61) | (2) |
State and local tax, net of federal benefit | 2 | 1 | 3 | 3 |
Other | (1) | 0 | 0 | 2 |
Net income tax expense | $ 8 | $ 8 | $ 11 | $ 11 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Partners' Capital Narrative (De
Partners' Capital Narrative (Details) - shares | 3 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Common Units | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 54,888,156 | |
Common Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 83,352,123 | 83,333,631 |
Class C Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 16,410,780 | 16,410,780 |
Subsidiaries [Member] | Class C Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 16,410,780 | |
Energy Transfer Operating, L.P. [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Percentage of Common Units Owned | 28.50% | |
Energy Transfer Operating, L.P. [Member] | Common Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 28,463,967 | |
Energy Transfer Operating, L.P. [Member] | Common Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Percentage of Common Units Owned | 34.10% |
Partners' Capital (Schedule of
Partners' Capital (Schedule of Common Units) (Details) - Common Units [Member] | 6 Months Ended |
Jun. 30, 2021shares | |
Class of Stock [Line Items] | |
Number of common units at December 31, 2020 | 83,333,631 |
Phantom vested units exercised | 18,492 |
Number of common units at June 30, 2021 | 83,352,123 |
Partners' Capital (Allocations
Partners' Capital (Allocations of Net Income) (Details) - Common Units [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of Partners' Capital [Line Items] | ||||
Distributions | $ 69 | $ 69 | $ 138 | $ 137 |
Distributions in excess of income | (78) | (69) | (143) | 147 |
Limited partners’ interest in net income (loss) | $ 147 | $ 138 | $ 281 | $ (10) |
Partners' Capital (Cash Distrib
Partners' Capital (Cash Distributions) (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 19, 2021 | May 19, 2021 | Feb. 19, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Distribution Made To Managing Member Or General Partner [Line Items] | |||||||
Per Unit Distribution (in dollars per unit) | $ 0.8255 | $ 0.8255 | |||||
Total Cash Distribution | $ 69 | $ 69 | $ 176 | $ 176 | |||
Distribution to IDR Holders | $ 18 | $ 18 | $ 18 | $ 17 | $ 36 | $ 35 | |
Subsequent Event [Member] | |||||||
Distribution Made To Managing Member Or General Partner [Line Items] | |||||||
Per Unit Distribution (in dollars per unit) | $ 0.8255 | ||||||
Total Cash Distribution | $ 69 | ||||||
Distribution to IDR Holders | $ 18 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 2 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | $ 4,392 | $ 2,080 | $ 7,863 | $ 5,352 | |||||
Gross Profit | 353 | [1] | 358 | [1] | 704 | [2] | 466 | [2] | |
Operating Expenses | 137 | 150 | 284 | 340 | |||||
Operating income | 216 | 208 | 420 | 126 | |||||
Interest expense, net | (43) | (44) | (84) | (88) | |||||
Other income (expense), net | 0 | 0 | 7 | 0 | |||||
Income (loss) from operations before income taxes | 174 | 165 | 331 | 40 | |||||
Net income (loss) and comprehensive income (loss) | 166 | 157 | 320 | 29 | |||||
Depreciation, amortization and accretion | 43 | 47 | 90 | 92 | |||||
Non-cash unit-based compensation expense | 3 | 3 | 7 | 7 | |||||
(Gain) loss on disposal of assets | (8) | 6 | (8) | 8 | |||||
Unrealized (gain) loss on commodity derivatives | 2 | 0 | 7 | (6) | |||||
Inventory adjustments | (59) | (90) | (159) | 137 | |||||
Equity in earnings of unconsolidated affiliate | (1) | (1) | (2) | (2) | |||||
Adjusted EBITDA related to unconsolidated affiliate | 2 | 3 | 4 | 5 | |||||
Other non-cash adjustments | 6 | 5 | 11 | 10 | |||||
Income tax expense | 8 | 8 | 11 | 11 | |||||
Adjusted EBITDA | 201 | 182 | 358 | 391 | |||||
Capital expenditures | 30 | 18 | 48 | 59 | |||||
Assets | 5,540 | 5,540 | $ 5,267 | ||||||
Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 4,392 | 2,080 | 7,863 | 5,352 | |||||
Intersegment Revenue Not Eliminated | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 0 | 0 | 0 | 0 | |||||
Fuel Distribution and Marketing [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 4,187 | 1,979 | 7,486 | 5,059 | |||||
Gross Profit | 311 | [1] | 317 | [1] | 629 | [2] | 352 | [2] | |
Operating Expenses | 99 | 117 | 208 | 272 | |||||
Operating income | 212 | 200 | 421 | 80 | |||||
Interest expense, net | (38) | (37) | (75) | (75) | |||||
Other income (expense), net | 7 | 0 | |||||||
Income (loss) from operations before income taxes | 175 | 164 | 341 | 7 | |||||
Net income (loss) and comprehensive income (loss) | 166 | 161 | 329 | 4 | |||||
Depreciation, amortization and accretion | 36 | 36 | 75 | 73 | |||||
Non-cash unit-based compensation expense | 3 | 3 | 7 | 7 | |||||
(Gain) loss on disposal of assets | 7 | 0 | 8 | 0 | |||||
Unrealized (gain) loss on commodity derivatives | (2) | 0 | (7) | 6 | |||||
Inventory adjustments | (59) | (87) | (159) | 139 | |||||
Equity in earnings of unconsolidated affiliate | (1) | (1) | (2) | (2) | |||||
Adjusted EBITDA related to unconsolidated affiliate | 2 | 3 | 4 | 5 | |||||
Other non-cash adjustments | 6 | 5 | 11 | 10 | |||||
Income tax expense | 9 | 3 | 12 | 3 | |||||
Adjusted EBITDA | 191 | 160 | 344 | 320 | |||||
Capital expenditures | 28 | 15 | 45 | 40 | |||||
Assets | 4,477 | 4,477 | 3,417 | ||||||
Fuel Distribution and Marketing [Member] | Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 4,566 | 2,131 | 8,146 | 5,504 | |||||
All Other [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 205 | 101 | 377 | 293 | |||||
Gross Profit | 42 | [1] | 41 | [1] | 75 | [2] | 114 | [2] | |
Operating Expenses | 38 | 33 | 76 | 68 | |||||
Operating income | 4 | 8 | (1) | 46 | |||||
Interest expense, net | (5) | (7) | (9) | (13) | |||||
Other income (expense), net | 0 | 0 | |||||||
Income (loss) from operations before income taxes | (1) | 1 | (10) | 33 | |||||
Net income (loss) and comprehensive income (loss) | 0 | (4) | (9) | 25 | |||||
Depreciation, amortization and accretion | 7 | 11 | 15 | 19 | |||||
Non-cash unit-based compensation expense | 0 | 0 | 0 | 0 | |||||
(Gain) loss on disposal of assets | 1 | (6) | 0 | (8) | |||||
Unrealized (gain) loss on commodity derivatives | 0 | 0 | 0 | 0 | |||||
Inventory adjustments | 0 | (3) | 0 | (2) | |||||
Equity in earnings of unconsolidated affiliate | 0 | 0 | 0 | 0 | |||||
Adjusted EBITDA related to unconsolidated affiliate | 0 | 0 | 0 | 0 | |||||
Other non-cash adjustments | 0 | 0 | 0 | 0 | |||||
Income tax expense | (1) | 5 | (1) | 8 | |||||
Adjusted EBITDA | 10 | 22 | 14 | 71 | |||||
Capital expenditures | 2 | 3 | 3 | 19 | |||||
Assets | 1,063 | 1,063 | $ 1,850 | ||||||
All Other [Member] | Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 205 | 101 | 377 | 293 | |||||
Motor Fuel Sales [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 4,292 | 1,992 | 7,655 | 5,158 | |||||
Motor Fuel Sales [Member] | Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 4,292 | 1,992 | 7,655 | 5,158 | |||||
Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member] | Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 4,139 | 1,930 | 7,391 | 4,969 | |||||
Motor Fuel Sales [Member] | All Other [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 153 | 62 | 264 | 189 | |||||
Motor Fuel Sales [Member] | All Other [Member] | Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 153 | 62 | 264 | 189 | |||||
Non Motor Fuel Sales [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 66 | 54 | 139 | 125 | |||||
Non Motor Fuel Sales [Member] | Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 66 | 54 | 139 | 125 | |||||
Non Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member] | Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 16 | 20 | 30 | 31 | |||||
Non Motor Fuel Sales [Member] | All Other [Member] | Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 50 | 34 | 109 | 94 | |||||
Lease Income [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 34 | 34 | 69 | 69 | |||||
Lease Income [Member] | Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 34 | 34 | 69 | 69 | |||||
Lease Income [Member] | Fuel Distribution and Marketing [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 32 | 29 | 65 | 59 | |||||
Lease Income [Member] | Fuel Distribution and Marketing [Member] | Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 32 | 29 | 65 | 59 | |||||
Lease Income [Member] | All Other [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 2 | 5 | 4 | 10 | |||||
Lease Income [Member] | All Other [Member] | Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 2 | 5 | 4 | 10 | |||||
Non Motor Fuel [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Gross Profit | 42 | [1] | 30 | [1] | 77 | [2] | 82 | [2] | |
Non Motor Fuel [Member] | Fuel Distribution and Marketing [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 16 | 20 | 30 | 31 | |||||
Gross Profit | 14 | [1] | 13 | [1] | 26 | [2] | 24 | [2] | |
Non Motor Fuel [Member] | All Other [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 50 | 34 | 109 | 94 | |||||
Gross Profit | 28 | [1] | 17 | [1] | 51 | [2] | 58 | [2] | |
Motor Fuel | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Gross Profit | 277 | [1] | 294 | [1] | 558 | [2] | 315 | [2] | |
Motor Fuel | Fuel Distribution and Marketing [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Gross Profit | 265 | [1] | 275 | [1] | 538 | [2] | 269 | [2] | |
Motor Fuel | All Other [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Gross Profit | 12 | [1] | 19 | [1] | 20 | [2] | 46 | [2] | |
Lease | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Gross Profit | 34 | [1] | 34 | [1] | 69 | [2] | 69 | [2] | |
Lease | Fuel Distribution and Marketing [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Gross Profit | 32 | [1] | 29 | [1] | 65 | [2] | 59 | [2] | |
Lease | All Other [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Gross Profit | 2 | [1] | 5 | [1] | 4 | [2] | 10 | [2] | |
Consolidation, Eliminations | Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | (379) | (152) | (660) | (445) | |||||
Consolidation, Eliminations | Fuel Distribution and Marketing [Member] | Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | 379 | 152 | 660 | 445 | |||||
Consolidation, Eliminations | All Other [Member] | Gross Revenue | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | |||||
[1] | Excludes depreciation, amortization and accretion. | ||||||||
[2] | Excludes depreciation, amortization and accretion. |
Net Income per Unit (Details)
Net Income per Unit (Details) - USD ($) $ / shares in Units, $ in Millions | May 19, 2021 | Feb. 19, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share Basic [Line Items] | |||||||||
Net Income (Loss) Attributable to Parent | $ 166 | $ 154 | $ 157 | $ (128) | $ 320 | $ 29 | |||
Incentive distribution rights | $ 18 | $ 18 | 18 | 17 | 36 | 35 | |||
Distributions on nonvested phantom unit awards | $ 1 | $ 2 | $ 3 | $ 4 | |||||
Weighted average common units outstanding: | |||||||||
Common - basic (in shares) | 83,350,567 | 83,030,286 | 83,346,719 | 83,022,027 | |||||
Common - diluted (in shares) | 84,402,867 | 83,598,730 | 84,276,640 | 83,022,027 | |||||
Basic | $ 1.76 | $ 1.65 | $ 3.37 | $ (0.12) | |||||
Diluted | $ 1.73 | $ 1.64 | $ 3.33 | $ (0.12) | |||||
Common Units [Member] | |||||||||
Earnings Per Share Basic [Line Items] | |||||||||
Limited partners’ interest in net income (loss) | $ 147 | $ 138 | $ 281 | $ (10) | |||||
Weighted average common units outstanding: | |||||||||
Common - basic (in shares) | 83,350,567 | 83,030,286 | 83,346,719 | 83,022,027 | |||||
Common - equivalents (in shares) | [1] | 1,052,300 | 568,444 | 929,921 | 0 | ||||
Common - diluted (in shares) | 84,402,867 | 83,598,730 | 84,276,640 | 83,022,027 | |||||
[1] | For the six months ended June 30, 2020, the dilutive effect of nonvested phantom unit awards was excluded from the calculation of diluted weighted average common units outstanding because the impact was antidilutive. |