Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 28, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Units [Member] | ||
Document Information [Line Items] | ||
Entity Partnership Units Outstanding | 84,065,099 | |
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, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 239 | $ 82 |
Accounts receivable, net | 543 | 890 |
Inventories, net | 931 | 821 |
Other current assets | 144 | 175 |
Total current assets | 1,868 | 1,983 |
Property and equipment | 2,919 | 2,796 |
Accumulated depreciation | (1,097) | (1,036) |
Property and equipment, net | 1,822 | 1,760 |
Other assets: | ||
Finance lease right-of-use assets, net | 9 | 9 |
Operating lease right-of-use assets, net | 522 | 524 |
Goodwill | 1,599 | 1,601 |
Intangible Assets, Net (Excluding Goodwill) | 564 | 588 |
Other non-current assets | 271 | 236 |
Investment in unconsolidated affiliates | 127 | 129 |
Total assets | 6,782 | 6,830 |
Current liabilities: | ||
Accounts payable | 783 | 966 |
Accrued expenses and other current liabilities | 343 | 310 |
Operating lease current liabilities | 22 | 21 |
Total current liabilities | 1,217 | 1,406 |
Operating lease non-current liabilities | 527 | 528 |
Credit Facility | 990 | 900 |
Long-term debt, net | 2,673 | 2,671 |
Deferred tax liability | 158 | 156 |
Other non-current liabilities | 113 | 111 |
Total liabilities | 5,783 | 5,888 |
Commitments and contingencies (Note 11) | ||
Equity: | ||
Total equity | 999 | 942 |
Total liabilities and equity | 6,782 | 6,830 |
Related Party | ||
Current assets: | ||
Accounts receivable, net | 11 | 15 |
Current liabilities: | ||
Accounts payable | 69 | 109 |
Other Liabilities | 105 | 116 |
Common Units [Member] | ||
Equity: | ||
Total equity | 999 | 942 |
Class C Units [Member] | ||
Equity: | ||
Total equity | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Jun. 30, 2023 shares |
Common Units [Member] | |
Equity: | |
Limited Partners' Capital Account, Units Outstanding | 84,061,008 |
Class C Units [Member] | |
Equity: | |
Limited Partners' Capital Account, Units Issued | 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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
REVENUES: | ||||
Revenues | $ 5,745 | $ 7,815 | $ 11,107 | $ 13,217 |
COST OF SALES AND OPERATING EXPENSES: | ||||
Cost of sales | 5,431 | 7,470 | 10,418 | 12,442 |
General and administrative | 33 | 30 | 62 | 57 |
Other operating | 87 | 83 | 169 | 164 |
Lease expense | 17 | 15 | 33 | 31 |
Gain on disposal of assets | (13) | (5) | (12) | (5) |
Depreciation, amortization and accretion | 49 | 49 | 97 | 96 |
Total cost of sales and operating expenses | 5,604 | 7,642 | 10,767 | 12,785 |
OPERATING INCOME | 141 | 173 | 340 | 432 |
Interest expense, net | (53) | (45) | (106) | (86) |
Equity in earnings of unconsolidated affiliates | 1 | 1 | 3 | 2 |
INCOME BEFORE INCOME TAXES | 96 | 129 | 244 | 348 |
Income tax expense | 9 | 8 | 16 | 11 |
NET INCOME AND COMPREHENSIVE INCOME | $ 87 | $ 121 | $ 228 | $ 337 |
Net income (loss) per common unit: | ||||
Basic | $ 0.79 | $ 1.22 | $ 2.21 | $ 3.56 |
Diluted | 0.78 | 1.20 | 2.19 | 3.52 |
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING: | ||||
Cash distributions per unit | $ 0.842 | $ 0.8255 | $ 1.684 | $ 1.6510 |
Other income, net | $ 7 | $ 0 | $ 7 | $ 0 |
Common Units [Member] | ||||
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING: | ||||
Basic | 84,060,866 | 83,737,613 | 84,059,797 | 83,710,409 |
Diluted | 85,034,268 | 84,767,972 | 84,998,777 | 84,749,895 |
Motor Fuel Sales [Member] | ||||
REVENUES: | ||||
Revenues | $ 5,607 | $ 7,678 | $ 10,846 | $ 12,955 |
Non Motor Fuel Sales [Member] | ||||
REVENUES: | ||||
Revenues | 100 | 102 | 186 | 192 |
Lease Income [Member] | ||||
REVENUES: | ||||
Revenues | $ 38 | $ 35 | $ 75 | $ 70 |
Consolidated Statement of Equit
Consolidated Statement of Equity $ in Millions | USD ($) |
Beginning balance at Dec. 31, 2021 | $ 811 |
Cash distributions to unitholders | (88) |
Unit-based compensation | 5 |
Partnership net income (loss) | 216 |
Ending balance at Mar. 31, 2022 | 944 |
Beginning balance at Dec. 31, 2021 | 811 |
Partnership net income (loss) | 337 |
Ending balance at Jun. 30, 2022 | 980 |
Beginning balance at Mar. 31, 2022 | 944 |
Cash distributions to unitholders | (88) |
Unit-based compensation | 3 |
Partnership net income (loss) | 121 |
Ending balance at Jun. 30, 2022 | 980 |
Beginning balance at Dec. 31, 2022 | 942 |
Cash distributions to unitholders | (88) |
Unit-based compensation | 5 |
Partnership net income (loss) | 141 |
Ending balance at Mar. 31, 2023 | 1,000 |
Beginning balance at Dec. 31, 2022 | 942 |
Partnership net income (loss) | 228 |
Ending balance at Jun. 30, 2023 | 999 |
Beginning balance at Mar. 31, 2023 | 1,000 |
Cash distributions to unitholders | (92) |
Unit-based compensation | 4 |
Partnership net income (loss) | 87 |
Ending balance at Jun. 30, 2023 | $ 999 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
OPERATING ACTIVITIES: | ||
Net income and comprehensive income | $ 228 | $ 337 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and accretion | 97 | 96 |
Amortization of deferred financing fees | 4 | 2 |
Gain on disposal of assets | (12) | (5) |
Non-cash unit-based compensation expense | 9 | 8 |
Deferred income tax | (5) | (42) |
Inventory valuation adjustment | 28 | (121) |
Equity in earnings of unconsolidated affiliates | (3) | (2) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable, net | 347 | (341) |
Receivables from affiliates | 4 | (1) |
Inventories, net | (138) | 6 |
Other assets | 14 | (217) |
Accounts payable | (156) | 414 |
Accounts payable to affiliates | (40) | 112 |
Accrued expenses and other current liabilities | 33 | 8 |
Other non-current liabilities | (3) | (1) |
Net cash provided by operating activities | 417 | 337 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (87) | (55) |
Cash paid for acquisitions | (111) | (264) |
Distributions from unconsolidated affiliates in excess of cumulative earnings | 5 | 3 |
Proceeds from disposal of property and equipment | 21 | 11 |
Cash Acquired from Acquisition | 2 | 0 |
Net cash used in investing activities | (170) | (305) |
FINANCING ACTIVITIES: | ||
Payments on long-term debt | 0 | (1) |
Credit Facility borrowings | 1,555 | 2,335 |
Credit Facility repayments | (1,465) | (2,047) |
Distributions to unitholders | (180) | (176) |
Net cash provided by (used in) financing activities | (90) | 111 |
Net increase in cash and cash equivalents | 157 | 143 |
Cash and cash equivalents, beginning of period | 82 | 25 |
Cash and cash equivalents, end of period | 239 | 168 |
Supplemental disclosure of non-cash investing activities: | ||
Change in note payable to affiliate | $ 0 | $ (6) |
Organization and Principles of
Organization and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2023 | |
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,” “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 (our “General Partner”), which is owned by Energy Transfer LP (“Energy Transfer”). As of June 30, 2023, Energy Transfer owned 100% of the limited liability company interests in our General Partner, 28,463,967 of our common units, which constitutes a 28.3% limited partner interest in us, and all of our incentive distribution rights (“IDRs”). The consolidated financial statements include Sunoco LP, a publicly traded Delaware limited partnership, and its wholly‑owned subsidiaries. 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 consolidated balance sheets or consolidated statements of cash flows. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
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 consolidated 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, 2022 filed with the Securities and Exchange Commission (“SEC”) on February 17, 2023. Significant Accounting Policies As of June 30, 2023, 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, 2022 filed with the SEC on February 17, 2023. Motor Fuel and Sales Taxes 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 wholesale direct sales to dealers, distributors and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales. For retail locations where the Partnership holds inventory, including commission agent locations, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $71 million and $72 million for the three months ended June 30, 2023 and 2022, respectively, and $136 million and $143 million for the six months ended June 30, 2023 and 2022, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the consolidated statements of operations and comprehensive income. |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination Disclosure | AcquisitionOn May 1, 2023, the Partnership completed the acquisition of 16 refined product terminals located across the East Coast and Midwest from Zenith Energy for $111 million, including working capital. The purchase price was primarily allocated to property and equipment. |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jun. 30, 2023 | |
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, Accounts receivable, trade $ 431 $ 755 Credit card receivables 46 81 Other receivables 67 56 Allowance for expected credit losses (1) (2) Accounts receivable, net $ 543 $ 890 |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Fuel inventories are stated at the lower of cost or market using the last-in-first-out (“LIFO”) method. As of June 30, 2023 and December 31, 2022, the Partnership’s fuel inventory balance included lower of cost or market reserves of $144 million and $116 million, respectively. For the three and six months ended June 30, 2023 and 2022, 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. For the three months ended June 30, 2023 and 2022, the Partnership's cost of sales included unfavorable inventory adjustments of $57 million and favorable inventory adjustments of $1 million, respectively. For the six months ended June 30, 2023 and 2022, the Partnership's cost of sales included unfavorable inventory adjustments of $28 million and favorable inventory adjustments of $121 million, respectively. Inventories, net, consisted of the following: June 30, December 31, Fuel $ 919 $ 809 Other 12 12 Inventories, net $ 931 $ 821 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: June 30, December 31, Wage and other employee-related accrued expenses $ 18 $ 35 Accrued tax expense 201 164 Accrued insurance 30 32 Accrued interest expense 31 31 Dealer deposits 22 21 Accrued environmental expense 6 6 Other 35 21 Total $ 343 $ 310 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: June 30, December 31, Credit Facility $ 990 $ 900 6.000% Senior Notes due 2027 600 600 5.875% Senior Notes due 2028 400 400 4.500% Senior Notes due 2029 800 800 4.500% Senior Notes due 2030 800 800 Lease-related financing obligations 94 94 Total debt 3,684 3,594 Less: debt issuance costs 21 23 Long-term debt, net $ 3,663 $ 3,571 Credit Facility As of June 30, 2023, the balance on our revolving credit facility (the "Credit Facility") was $990 million, and $7 million standby letters of credit were outstanding. The unused availability on the Credit Facility at June 30, 2023 was $503 million. The weighted average interest rate on the total amount outstanding at June 30, 2023 was 7.00%. The Partnership was in compliance with all financial covenants at June 30, 2023. Fair Value of Debt |
Other Noncurrent Liabilities (N
Other Noncurrent Liabilities (Notes) | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities Disclosure [Text Block] | Other Non-Current Liabilities Other non-current liabilities consisted of the following: June 30, December 31, Asset retirement obligations $ 82 $ 81 Accrued environmental expense, long-term 12 12 Other 19 18 Total $ 113 $ 111 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related Party Transactions We are party to fee-based commercial agreements with various affiliates of Energy Transfer for pipeline, terminalling and storage services. We also have agreements with subsidiaries of Energy Transfer for the purchase and sale of fuel. Our investment in the J.C. Nolan joint venture was $127 million and $129 million as of June 30, 2023 and December 31, 2022, respectively. In addition, we recorded income on the unconsolidated joint venture of $1 million and $1 million for the three months ended June 30, 2023 and 2022, respectively, and $3 million and $2 million for the six months ended June 30, 2023 and 2022, respectively. Summary of Transactions Related party transactions for the three months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Motor fuel sales to affiliates $ 15 $ 23 $ 28 $ 28 Bulk fuel purchases from affiliates 471 703 882 1,243 Significant affiliate balances included on the consolidated balance sheets were as follows: • Advances from affiliates were $105 million and $116 million as of June 30, 2023 and December 31, 2022, respectively, which were related to treasury services agreements with Energy Transfer. • Accounts receivable from affiliates were $11 million and $15 million as of June 30, 2023 and December 31, 2022, respectively, which were primarily related to motor fuel sales to affiliates. • Accounts payable to affiliates were $69 million and $109 million as of June 30, 2023 and December 31, 2022, respectively, which were attributable to operational expenses and bulk fuel purchases. |
Revenue (Notes)
Revenue (Notes) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 2022 2023 2022 Fuel Distribution and Marketing Segment Distributor $ 2,464 $ 3,346 $ 4,767 $ 5,753 Dealer 1,038 1,427 1,957 2,481 Unbranded wholesale 1,587 2,193 3,127 3,456 Commission agent 362 515 703 918 Non-motor fuel sales 35 41 64 82 Lease income 35 32 69 64 Total 5,521 7,554 10,687 12,754 All Other Segment Motor fuel 156 197 292 347 Non-motor fuel sales 65 61 122 110 Lease income 3 3 6 6 Total 224 261 420 463 Total revenue $ 5,745 $ 7,815 $ 11,107 $ 13,217 Contract Balances with Customers The balances of the Partnership’s contract assets and contract liabilities as of June 30, 2023 and December 31, 2022 were as follows: June 30, 2023 December 31, 2022 Contract balances Contract assets $ 239 $ 200 Accounts receivable from contracts with customers 476 834 Contract liabilities — — Costs to Obtain or Fulfill a Contract The Partnership recognized amortization on capitalized costs incurred to obtain contracts of $7 million and $3 million for the three months ended June 30, 2023 and 2022, respectively, and $13 million and $10 million for the six months ended June 30, 2023 and 2022, respectively. |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation From time to time, the Partnership is involved in various legal proceedings and claims arising out of our operations in the normal course of business. Such proceedings are subject to the uncertainties inherent in any litigation, and we regularly assess the need for accounting recognition or disclosure of any related contingencies. We maintain liability insurance with insurers with coverage and deductibles management believes are reasonable and prudent; however, there can be no assurance that the levels of insurance protection currently in effect will continue to be available at reasonable prices or that such levels will be adequate to protect us from material expenses related to product liability, personal injury or property damage in the future. 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 details of the Partnership's operating and finance lease liabilities were as follows: June 30, Lease term and discount rate 2023 2022 Weighted average remaining lease term (years) Operating leases 22 23 Finance leases 27 28 Weighted average discount rate (%) Operating leases 5 % 6 % Finance leases 4 % 4 % Six Months Ended June 30, Other information 2023 2022 Cash paid for amount included in the measurement of lease liabilities Operating cash flows from operating leases $ (23) $ (24) Operating cash flows from finance leases (2) — Financing cash flows from finance leases — — Leased assets obtained in exchange for new finance lease liabilities — — Leased assets obtained in exchange for new operating lease liabilities 1 11 Maturity of lease liabilities (as of June 30, 2023) Operating leases Finance leases Total 2023 (remainder) $ 27 $ — $ 27 2024 48 — 48 2025 48 — 48 2026 47 — 47 2027 46 — 46 Thereafter 764 15 779 Total lease payment 980 15 995 Less: interest 431 6 437 Present value of lease liabilities $ 549 $ 9 $ 558 |
Income Tax Expense
Income Tax Expense | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 2022 2023 2022 Income tax expense at statutory federal rate $ 20 $ 27 $ 51 $ 73 Partnership earnings not subject to tax (13) (22) (39) (66) State and local tax, net of federal benefit 2 2 4 3 Other — 1 — 1 Net income tax expense $ 9 $ 8 $ 16 $ 11 |
Partners' Capital
Partners' Capital | 6 Months Ended |
Jun. 30, 2023 | |
Partners' Capital [Abstract] | |
Partners' Capital | As of June 30, 2023, Energy Transfer and its subsidiaries owned 28,463,967 of our common units and the public owned 55,597,041 of our common units. As of June 30, 2023, our wholly-owned consolidated subsidiaries owned all of the 16,410,780 Class C units representing limited partner interests in the Partnership. Common Units The change in our outstanding common units for the six months ended June 30, 2023 was as follows: Number of Units Number of common units at December 31, 2022 84,054,765 Phantom units vested 6,243 Number of common units at June 30, 2023 84,061,008 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 2023 were as follows: Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders August 21, 2023 $ 0.8420 $ 71 $ 19 May 22, 2023 0.8420 71 19 February 21, 2023 0.8255 70 18 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Segment Reporting 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, 2023 and 2022: Three Months Ended June 30, 2023 2022 Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Revenue Motor fuel sales $ 5,451 $ 156 $ 5,607 $ 7,481 $ 197 $ 7,678 Non-motor fuel sales 35 65 100 41 61 102 Lease income 35 3 38 32 3 35 Intersegment sales 113 — (113) — 161 — (161) — Total revenue $ 5,634 $ 224 $ (113) $ 5,745 $ 7,715 $ 261 $ (161) $ 7,815 Net income and comprehensive income $ 87 $ 121 Depreciation, amortization and accretion 49 49 Interest expense, net 53 45 Income tax expense 9 8 Non-cash unit-based compensation expense 4 3 Gain on disposal of assets (13) (5) Unrealized (gain) loss on commodity derivatives 1 (11) Inventory adjustments 57 (1) Equity in earnings of unconsolidated affiliates (1) (1) Adjusted EBITDA related to unconsolidated affiliates 3 3 Other non-cash adjustments 1 3 Adjusted EBITDA $ 222 $ 28 $ 250 $ 200 $ 14 $ 214 Capital expenditures $ 32 $ 18 $ 50 $ 23 $ 6 $ 29 Total assets as of June 30, 2023 and $ 5,321 $ 1,461 $ 6,782 $ 5,727 $ 1,103 $ 6,830 Six Months Ended June 30, 2023 2022 Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Fuel Distribution and Marketing All Other Intercompany Eliminations Totals (in millions) Revenue Motor fuel sales $ 10,554 $ 292 $ 10,846 $ 12,608 $ 347 $ 12,955 Non motor fuel sales 64 122 186 82 110 192 Lease income 69 6 75 64 6 70 Intersegment sales 211 — (211) — 277 — (277) — Total revenue $ 10,898 $ 420 $ (211) $ 11,107 $ 13,031 $ 463 $ (277) $ 13,217 Net income (loss) and $ 228 $ 337 Depreciation, amortization and accretion 97 96 Interest expense, net 106 86 Income tax expense 16 11 Non-cash unit-based compensation expense 9 8 Gain on disposal of assets (12) (5) Unrealized gain on commodity derivatives (10) (20) Inventory adjustments 28 (121) Equity in earnings of unconsolidated affiliate (3) (2) Adjusted EBITDA related to unconsolidated affiliate 6 5 Other non-cash adjustments 6 10 Adjusted EBITDA $ 417 $ 54 $ 471 $ 374 $ 31 $ 405 Capital expenditures $ 56 $ 31 $ 87 $ 46 $ 9 $ 55 Total assets as of June 30, 2023 and December 31, 2022, respectively $ 5,321 $ 1,461 $ 6,782 $ 5,727 $ 1,103 $ 6,830 |
Net Income per Unit
Net Income per Unit | 6 Months Ended |
Jun. 30, 2023 | |
Net Income Per Unit [Abstract] | |
Net Income per Unit | Net Income 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, 2023 2022 2023 2022 Net income and comprehensive income $ 87 $ 121 $ 228 $ 337 Less: Incentive distribution rights 20 18 39 36 Distributions on non-vested phantom unit awards 1 1 3 3 Common unitholders ’ interest in net income $ 66 $ 102 $ 186 $ 298 Weighted average common units outstanding: Basic 84,060,866 83,737,613 84,059,797 83,710,409 Dilutive effect of non-vested phantom unit awards 973,402 1,030,359 938,980 1,039,486 Diluted 85,034,268 84,767,972 84,998,777 84,749,895 Net income per common unit: Basic $ 0.79 $ 1.22 $ 2.21 $ 3.56 Diluted $ 0.78 $ 1.20 $ 2.19 $ 3.52 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) Attributable to Parent | $ 87 | $ 141 | $ 121 | $ 216 | $ 228 | $ 337 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Principles o_2
Organization and Principles of Consolidation Organization and Principles of Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 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 consolidated balance sheets or consolidated statements of cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 consolidated 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, 2022 filed with the Securities and Exchange Commission (“SEC”) on February 17, 2023. |
Recently Issued Accounting Pronouncements | Significant Accounting PoliciesAs of June 30, 2023, 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, 2022 filed with the SEC on February 17, 2023. |
Motor Fuel and Sales Taxes | Motor Fuel and Sales Taxes 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 wholesale direct sales to dealers, distributors and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales. For retail locations where the Partnership holds inventory, including commission agent locations, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $71 million and $72 million for the three months ended June 30, 2023 and 2022, respectively, and $136 million and $143 million for the six months ended June 30, 2023 and 2022, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the consolidated statements of operations and comprehensive income. |
Inventory (Policies)
Inventory (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 and December 31, 2022, the Partnership’s fuel inventory balance included lower of cost or market reserves of $144 million and $116 million, respectively. For the three and six months ended June 30, 2023 and 2022, 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. For the three months ended June 30, 2023 and 2022, the Partnership's cost of sales included unfavorable inventory adjustments of $57 million and favorable inventory adjustments of $1 million, respectively. For the six months ended June 30, 2023 and 2022, the Partnership's cost of sales included unfavorable inventory adjustments of $28 million and favorable inventory adjustments of $121 million, respectively. |
Revenue from Contract with Cust
Revenue from Contract with Customer (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Contract Balances with Customers Costs to Obtain or Fulfill a Contract The Partnership recognized amortization on capitalized costs incurred to obtain contracts of $7 million and $3 million for the three months ended June 30, 2023 and 2022, respectively, and $13 million and $10 million for the six months ended June 30, 2023 and 2022, respectively. |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net, consisted of the following: June 30, December 31, Accounts receivable, trade $ 431 $ 755 Credit card receivables 46 81 Other receivables 67 56 Allowance for expected credit losses (1) (2) Accounts receivable, net $ 543 $ 890 |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories, net, consisted of the following: June 30, December 31, Fuel $ 919 $ 809 Other 12 12 Inventories, net $ 931 $ 821 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: June 30, December 31, Wage and other employee-related accrued expenses $ 18 $ 35 Accrued tax expense 201 164 Accrued insurance 30 32 Accrued interest expense 31 31 Dealer deposits 22 21 Accrued environmental expense 6 6 Other 35 21 Total $ 343 $ 310 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: June 30, December 31, Credit Facility $ 990 $ 900 6.000% Senior Notes due 2027 600 600 5.875% Senior Notes due 2028 400 400 4.500% Senior Notes due 2029 800 800 4.500% Senior Notes due 2030 800 800 Lease-related financing obligations 94 94 Total debt 3,684 3,594 Less: debt issuance costs 21 23 Long-term debt, net $ 3,663 $ 3,571 |
Other Noncurrent Liabilities (T
Other Noncurrent Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities [Table Text Block] | June 30, December 31, Asset retirement obligations $ 82 $ 81 Accrued environmental expense, long-term 12 12 Other 19 18 Total $ 113 $ 111 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | Related party transactions for the three months ended June 30, 2023 and 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Motor fuel sales to affiliates $ 15 $ 23 $ 28 $ 28 Bulk fuel purchases from affiliates 471 703 882 1,243 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 2022 2023 2022 Fuel Distribution and Marketing Segment Distributor $ 2,464 $ 3,346 $ 4,767 $ 5,753 Dealer 1,038 1,427 1,957 2,481 Unbranded wholesale 1,587 2,193 3,127 3,456 Commission agent 362 515 703 918 Non-motor fuel sales 35 41 64 82 Lease income 35 32 69 64 Total 5,521 7,554 10,687 12,754 All Other Segment Motor fuel 156 197 292 347 Non-motor fuel sales 65 61 122 110 Lease income 3 3 6 6 Total 224 261 420 463 Total revenue $ 5,745 $ 7,815 $ 11,107 $ 13,217 |
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, 2023 and December 31, 2022 were as follows: June 30, 2023 December 31, 2022 Contract balances Contract assets $ 239 $ 200 Accounts receivable from contracts with customers 476 834 Contract liabilities — — |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | The details of the Partnership's operating and finance lease liabilities were as follows: June 30, Lease term and discount rate 2023 2022 Weighted average remaining lease term (years) Operating leases 22 23 Finance leases 27 28 Weighted average discount rate (%) Operating leases 5 % 6 % Finance leases 4 % 4 % Six Months Ended June 30, Other information 2023 2022 Cash paid for amount included in the measurement of lease liabilities Operating cash flows from operating leases $ (23) $ (24) Operating cash flows from finance leases (2) — Financing cash flows from finance leases — — Leased assets obtained in exchange for new finance lease liabilities — — Leased assets obtained in exchange for new operating lease liabilities 1 11 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity of lease liabilities (as of June 30, 2023) Operating leases Finance leases Total 2023 (remainder) $ 27 $ — $ 27 2024 48 — 48 2025 48 — 48 2026 47 — 47 2027 46 — 46 Thereafter 764 15 779 Total lease payment 980 15 995 Less: interest 431 6 437 Present value of lease liabilities $ 549 $ 9 $ 558 |
Income Tax Expense (Tables)
Income Tax Expense (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 2022 2023 2022 Income tax expense at statutory federal rate $ 20 $ 27 $ 51 $ 73 Partnership earnings not subject to tax (13) (22) (39) (66) State and local tax, net of federal benefit 2 2 4 3 Other — 1 — 1 Net income tax expense $ 9 $ 8 $ 16 $ 11 |
Partners' Capital (Tables)
Partners' Capital (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Partners' Capital [Abstract] | |
Schedule of Common Units | The change in our outstanding common units for the six months ended June 30, 2023 was as follows: Number of Units Number of common units at December 31, 2022 84,054,765 Phantom units vested 6,243 Number of common units at June 30, 2023 84,061,008 |
Distributions Made to Limited Partner, by Distribution | Cash distributions paid or declared during 2023 were as follows: Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders August 21, 2023 $ 0.8420 $ 71 $ 19 May 22, 2023 0.8420 71 19 February 21, 2023 0.8255 70 18 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended June 30, 2023 2022 Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Revenue Motor fuel sales $ 5,451 $ 156 $ 5,607 $ 7,481 $ 197 $ 7,678 Non-motor fuel sales 35 65 100 41 61 102 Lease income 35 3 38 32 3 35 Intersegment sales 113 — (113) — 161 — (161) — Total revenue $ 5,634 $ 224 $ (113) $ 5,745 $ 7,715 $ 261 $ (161) $ 7,815 Net income and comprehensive income $ 87 $ 121 Depreciation, amortization and accretion 49 49 Interest expense, net 53 45 Income tax expense 9 8 Non-cash unit-based compensation expense 4 3 Gain on disposal of assets (13) (5) Unrealized (gain) loss on commodity derivatives 1 (11) Inventory adjustments 57 (1) Equity in earnings of unconsolidated affiliates (1) (1) Adjusted EBITDA related to unconsolidated affiliates 3 3 Other non-cash adjustments 1 3 Adjusted EBITDA $ 222 $ 28 $ 250 $ 200 $ 14 $ 214 Capital expenditures $ 32 $ 18 $ 50 $ 23 $ 6 $ 29 Total assets as of June 30, 2023 and $ 5,321 $ 1,461 $ 6,782 $ 5,727 $ 1,103 $ 6,830 Six Months Ended June 30, 2023 2022 Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Fuel Distribution and Marketing All Other Intercompany Eliminations Totals (in millions) Revenue Motor fuel sales $ 10,554 $ 292 $ 10,846 $ 12,608 $ 347 $ 12,955 Non motor fuel sales 64 122 186 82 110 192 Lease income 69 6 75 64 6 70 Intersegment sales 211 — (211) — 277 — (277) — Total revenue $ 10,898 $ 420 $ (211) $ 11,107 $ 13,031 $ 463 $ (277) $ 13,217 Net income (loss) and $ 228 $ 337 Depreciation, amortization and accretion 97 96 Interest expense, net 106 86 Income tax expense 16 11 Non-cash unit-based compensation expense 9 8 Gain on disposal of assets (12) (5) Unrealized gain on commodity derivatives (10) (20) Inventory adjustments 28 (121) Equity in earnings of unconsolidated affiliate (3) (2) Adjusted EBITDA related to unconsolidated affiliate 6 5 Other non-cash adjustments 6 10 Adjusted EBITDA $ 417 $ 54 $ 471 $ 374 $ 31 $ 405 Capital expenditures $ 56 $ 31 $ 87 $ 46 $ 9 $ 55 Total assets as of June 30, 2023 and December 31, 2022, respectively $ 5,321 $ 1,461 $ 6,782 $ 5,727 $ 1,103 $ 6,830 |
Net Income per Unit (Tables)
Net Income per Unit (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 2022 2023 2022 Net income and comprehensive income $ 87 $ 121 $ 228 $ 337 Less: Incentive distribution rights 20 18 39 36 Distributions on non-vested phantom unit awards 1 1 3 3 Common unitholders ’ interest in net income $ 66 $ 102 $ 186 $ 298 Weighted average common units outstanding: Basic 84,060,866 83,737,613 84,059,797 83,710,409 Dilutive effect of non-vested phantom unit awards 973,402 1,030,359 938,980 1,039,486 Diluted 85,034,268 84,767,972 84,998,777 84,749,895 Net income per common unit: Basic $ 0.79 $ 1.22 $ 2.21 $ 3.56 Diluted $ 0.78 $ 1.20 $ 2.19 $ 3.52 |
Organization and Principles o_3
Organization and Principles of Consolidation - Additional Information (Details) | 3 Months Ended |
Jun. 30, 2023 | |
Energy Transfer Operating, L.P. [Member] | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |
Percentage of Common Units Owned | 28.30% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Motor fuel and sales taxes | $ 71 | $ 72 | $ 136 | $ 143 |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Details) | May 01, 2023 site |
Zenith Energy | Refineries | |
Asset Acquisition [Line Items] | |
Number of Units in Real Estate Property | 16 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for expected credit losses | $ (1) | $ (2) |
Accounts receivable, net | 543 | 890 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 431 | 755 |
Credit Card Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 46 | 81 |
Other Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | $ 67 | $ 56 |
Inventories, net - Additional I
Inventories, net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |||||
Inventory Write-down | $ (57) | $ (1) | $ (28) | $ (121) | |
Inventory Adjustments | $ 144 | $ 144 | $ 116 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Fuel | $ 919 | $ 809 |
Other | 12 | 12 |
Inventories, net | $ 931 | $ 821 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Wage and other employee-related accrued expenses | $ 18 | $ 35 |
Accrued tax expense | 201 | 164 |
Accrued insurance | 30 | 32 |
Accrued interest expense | 31 | 31 |
Dealer deposits | 22 | 21 |
Accrued environmental expense | 6 | 6 |
Other | 35 | 21 |
Total | $ 343 | $ 310 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Credit Facility | $ 990 | $ 900 |
Lease-related financing obligations | 94 | 94 |
Total debt | 3,684 | 3,594 |
Less: debt issuance costs | 21 | 23 |
Long-term debt, net | $ 3,663 | 3,571 |
6.00% Senior Notes due 2027 | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 6% | |
Senior Notes | $ 600 | 600 |
5.875% Senior Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | |
Senior Notes | $ 400 | 400 |
4.5% Senior Notes due 2029 | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | |
Senior Notes | $ 800 | 800 |
4.5% Senior Notes due 2030 | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | |
Senior Notes | $ 800 | $ 800 |
Long-Term Debt (Revolving Credi
Long-Term Debt (Revolving Credit Agreement) (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Credit Facility | $ 990 | $ 900 |
Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Credit Facility | 990 | $ 900 |
Letters of Credit Outstanding, Amount | 7 | |
Debt Instrument, Unused Borrowing Capacity, Amount | $ 503 | |
Debt, Weighted Average Interest Rate | 7% |
Long-Term Debt Fair Value Measu
Long-Term Debt Fair Value Measurements (Details) $ in Billions | Jun. 30, 2023 USD ($) |
Fair Value Measurements [Abstract] | |
Long-term Debt, Fair Value | $ 3.5 |
Other Noncurrent Liabilities (D
Other Noncurrent Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Reserve for underground storage tank removal | $ 82 | $ 81 |
Accrued environmental expense, long-term | 12 | 12 |
Other | 19 | 18 |
Other non-current liabilities | $ 113 | $ 111 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Investment in unconsolidated affiliates | $ 127 | $ 127 | $ 129 | ||
Equity in earnings of unconsolidated affiliates | 1 | $ 1 | 3 | $ 2 | |
Revenues | 5,745 | 7,815 | 11,107 | 13,217 | |
Accounts payable | 783 | 783 | 966 | ||
Accounts receivable, net | 543 | 543 | 890 | ||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable | 69 | 69 | 109 | ||
Other Liabilities | 105 | 105 | 116 | ||
Accounts receivable, net | 11 | 11 | $ 15 | ||
Wholesale motor fuel sales to affiliates [Member] | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 15 | 23 | 28 | 28 | |
Wholesale Motor Fuel [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Purchases from Related Party | $ 471 | $ 703 | $ 882 | $ 1,243 |
Revenue (Disaggregation of Reve
Revenue (Disaggregation of Revenue) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 5,745 | $ 7,815 | $ 11,107 | $ 13,217 |
Motor Fuel Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,607 | 7,678 | 10,846 | 12,955 |
Lease Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 38 | 35 | 75 | 70 |
Fuel Distribution and Marketing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,521 | 7,554 | 10,687 | 12,754 |
Fuel Distribution and Marketing [Member] | Dealer Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,038 | 3,346 | 4,767 | 5,753 |
Fuel Distribution and Marketing [Member] | Distributor Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,464 | 1,427 | 1,957 | 2,481 |
Fuel Distribution and Marketing [Member] | Unbranded Wholesale Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,587 | 2,193 | 3,127 | 3,456 |
Fuel Distribution and Marketing [Member] | Commission Agent Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 362 | 515 | 703 | 918 |
Fuel Distribution and Marketing [Member] | Non Motor Fuel [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 35 | 41 | 64 | 82 |
Fuel Distribution and Marketing [Member] | Lease Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 35 | 32 | 69 | 64 |
All Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 224 | 261 | 420 | 463 |
All Other [Member] | Motor Fuel Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 156 | 197 | 292 | 347 |
All Other [Member] | Non Motor Fuel [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 65 | 61 | 122 | 110 |
All Other [Member] | Lease Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 3 | $ 3 | $ 6 | $ 6 |
Revenue (Contract Balances with
Revenue (Contract Balances with Customer) (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Contract assets | $ 239 | $ 200 |
Receivables from Customers | 476 | 834 |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Capitalized Contract Cost, Amortization | $ 7 | $ 3 | $ 13 | $ 10 |
Commitments And Contingencies_2
Commitments And Contingencies (Lessee Disclosures) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Finance lease - 2023 (remainder) | $ 0 | |
Finance lease - 2024 | 0 | |
Finance lease - 2025 | 0 | |
Finance lease - 2026 | 0 | |
Finance lease - 2027 | 0 | |
Finance lease - Thereafter | 15 | |
Total lease payment | 15 | |
Less: interest | (6) | |
Present value of lease liabilities - finance leases | 9 | |
2023 (remainder) | 27 | |
2024 | 48 | |
2025 | 48 | |
2026 | 47 | |
2027 | 46 | |
Thereafter | 779 | |
Total lease payment | 995 | |
Less: interest | (437) | |
Present value of lease liabilities | $ 558 | |
Operating Lease, Weighted Average Remaining Lease Term | 23 years | 22 years |
Finance Lease, Weighted Average Remaining Lease Term | 28 years | 27 years |
Operating cash flows from operating leases | $ (24) | $ (23) |
Operating cash flows from finance leases | 0 | (2) |
Financing cash flows from finance leases | 0 | 0 |
Leased assets obtained in exchange for new finance lease liabilities | 0 | 0 |
Leased assets obtained in exchange for new operating lease liabilities | $ 11 | $ 1 |
Operating Lease, Weighted Average Discount Rate, Percent | 6% | 5% |
Finance Lease, Weighted Average Discount Rate, Percent | 4% | 4% |
Operating lease - 2023 (remainder) | $ 27 | |
Operating lease - 2024 | 48 | |
Operating lease - 2025 | 48 | |
Operating lease - 2026 | 47 | |
Operating lease - 2027 | 46 | |
Operating lease - Thereafter | 764 | |
Total lease payment | 980 | |
Less: interest | (431) | |
Present value of lease liabilities - operating leases | $ 549 |
Income Tax Expense (Details)
Income Tax Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense at statutory federal rate | $ 20 | $ 27 | $ 51 | $ 73 |
Partnership earnings not subject to tax | (13) | (22) | (39) | (66) |
State and local tax, net of federal benefit | 2 | 2 | 4 | 3 |
Other | 0 | 1 | 0 | 1 |
Net income tax expense | $ 9 | $ 8 | $ 16 | $ 11 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% |
Partners' Capital Narrative (De
Partners' Capital Narrative (Details) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common Units | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 55,597,041 | |
Common Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 84,061,008 | 84,054,765 |
Class C Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 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] | Common Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 28,463,967 |
Partners' Capital (Schedule of
Partners' Capital (Schedule of Common Units) (Details) - Common Units [Member] | 6 Months Ended |
Jun. 30, 2023 shares | |
Class of Stock [Line Items] | |
Number of common units at December 31, 2022 | 84,054,765 |
Phantom units vested | 6,243 |
Number of common units at June 30, 2023 | 84,061,008 |
Partners' Capital (Cash Distrib
Partners' Capital (Cash Distributions) (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||||
Aug. 21, 2023 | May 22, 2023 | Feb. 21, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Distribution Made To Managing Member Or General Partner [Line Items] | |||||
Per Unit Distribution (in dollars per unit) | $ 0.8420 | $ 0.8255 | |||
Total Cash Distribution | $ 71 | $ 70 | $ 180 | $ 176 | |
General Partner | |||||
Distribution Made To Managing Member Or General Partner [Line Items] | |||||
Total Cash Distribution | $ 19 | $ 18 | |||
Subsequent Event [Member] | |||||
Distribution Made To Managing Member Or General Partner [Line Items] | |||||
Per Unit Distribution (in dollars per unit) | $ 0.8420 | ||||
Total Cash Distribution | $ 71 | ||||
Subsequent Event [Member] | General Partner | |||||
Distribution Made To Managing Member Or General Partner [Line Items] | |||||
Total Cash Distribution | $ 19 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||||
Revenues | $ 5,745 | $ 7,815 | $ 11,107 | $ 13,217 | |||
Operating income | 141 | 173 | 340 | 432 | |||
Interest expense, net | 53 | 45 | 106 | 86 | |||
Depreciation, amortization and accretion | 49 | 49 | 97 | 96 | |||
Non-cash unit-based compensation expense | 4 | 3 | 9 | 8 | |||
Unrealized gain on commodity derivatives | (1) | 11 | 10 | 20 | |||
Inventory adjustments | 57 | (1) | 28 | (121) | |||
Equity in earnings of unconsolidated affiliates | (1) | (1) | (3) | (2) | |||
Adjusted EBITDA related to unconsolidated affiliate | 3 | 3 | 6 | 5 | |||
Other non-cash adjustments | 1 | 3 | 6 | 10 | |||
Income tax expense | 9 | 8 | 16 | 11 | |||
Adjusted EBITDA | 250 | 214 | 471 | 405 | |||
Capital expenditures | 50 | 29 | 87 | 55 | |||
Assets | 6,782 | 6,782 | $ 6,830 | ||||
Gain on disposal of assets | (13) | (5) | (12) | (5) | |||
Net Income (Loss) Attributable to Parent | 87 | $ 141 | 121 | $ 216 | 228 | 337 | |
Fuel Distribution and Marketing [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 5,521 | 7,554 | 10,687 | 12,754 | |||
All Other [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 224 | 261 | 420 | 463 | |||
Motor Fuel Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 5,607 | 7,678 | 10,846 | 12,955 | |||
Motor Fuel Sales [Member] | All Other [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 156 | 197 | 292 | 347 | |||
Non Motor Fuel Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 100 | 102 | 186 | 192 | |||
Lease Income [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 38 | 35 | 75 | 70 | |||
Lease Income [Member] | Fuel Distribution and Marketing [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 35 | 32 | 69 | 64 | |||
Lease Income [Member] | All Other [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 3 | 3 | 6 | 6 | |||
Non Motor Fuel [Member] | Fuel Distribution and Marketing [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 35 | 41 | 64 | 82 | |||
Non Motor Fuel [Member] | All Other [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 65 | 61 | 122 | 110 | |||
Including Intercompany [Member] | Fuel Distribution and Marketing [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 7,715 | 13,031 | |||||
Including Intercompany [Member] | All Other [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 261 | 463 | |||||
Intersegment Eliminations [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | (113) | (161) | (211) | (277) | |||
Intersegment Eliminations [Member] | Intersegment Sales [Member] | Fuel Distribution and Marketing [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 113 | 161 | 211 | 277 | |||
Intersegment Eliminations [Member] | Intersegment Sales [Member] | All Other [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 0 | 0 | 0 | 0 | |||
Operating Segments [Member] | Fuel Distribution and Marketing [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 5,634 | 10,898 | |||||
Adjusted EBITDA | 222 | 200 | 417 | 374 | |||
Capital expenditures | 32 | 23 | 56 | 46 | |||
Assets | 5,321 | 5,321 | 5,727 | ||||
Operating Segments [Member] | All Other [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 224 | 420 | |||||
Adjusted EBITDA | 28 | 14 | 54 | 31 | |||
Capital expenditures | 18 | 6 | 31 | 9 | |||
Assets | 1,461 | 1,461 | $ 1,103 | ||||
External Revenue [Member] | Motor Fuel Sales [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 5,607 | 7,678 | 10,846 | 12,955 | |||
External Revenue [Member] | Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 5,451 | 7,481 | 10,554 | 12,608 | |||
External Revenue [Member] | Motor Fuel Sales [Member] | All Other [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 156 | 197 | 292 | 347 | |||
External Revenue [Member] | Non Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 35 | 41 | 64 | 82 | |||
External Revenue [Member] | Non Motor Fuel Sales [Member] | All Other [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 65 | 61 | 122 | 110 | |||
External Revenue [Member] | Lease Income [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 38 | 35 | 75 | 70 | |||
External Revenue [Member] | Lease Income [Member] | Fuel Distribution and Marketing [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 35 | 32 | 69 | 64 | |||
External Revenue [Member] | Lease Income [Member] | All Other [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 3 | 3 | 6 | 6 | |||
External Revenue [Member] | Non Motor Fuel [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | $ 100 | $ 102 | $ 186 | $ 192 |
Net Income per Unit (Details)
Net Income per Unit (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share Basic [Line Items] | ||||||
Net Income (Loss) Attributable to Parent | $ 87 | $ 141 | $ 121 | $ 216 | $ 228 | $ 337 |
Incentive distribution rights | 20 | 18 | 39 | 36 | ||
Distributions on non-vested phantom unit awards | $ 1 | $ 1 | $ 3 | $ 3 | ||
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING: | ||||||
Basic | $ 0.79 | $ 1.22 | $ 2.21 | $ 3.56 | ||
Diluted | $ 0.78 | $ 1.20 | $ 2.19 | $ 3.52 | ||
Common Units [Member] | ||||||
Earnings Per Share Basic [Line Items] | ||||||
Common unitholders’ interest in net income | $ 66 | $ 102 | $ 186 | $ 298 | ||
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING: | ||||||
Common - basic (in shares) | 84,060,866 | 83,737,613 | 84,059,797 | 83,710,409 | ||
Common - equivalents (in shares) | 973,402 | 1,030,359 | 938,980 | 1,039,486 | ||
Common - diluted (in shares) | 85,034,268 | 84,767,972 | 84,998,777 | 84,749,895 |