Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 02, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Units [Member] | ||
Document Information [Line Items] | ||
Entity Partnership Units Outstanding | 84,453,339 | |
Common Class C [Member] | ||
Document Information [Line Items] | ||
Entity Partnership Units Outstanding | 16,410,780 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 215 | $ 29 |
Accounts receivable, net | 893 | 856 |
Inventories, net | 953 | 889 |
Other current assets | 125 | 133 |
Asset, Held-for-Sale, Not Part of Disposal Group, Current [Abstract] | 511 | 0 |
Current liabilities | 130 | 0 |
Total current assets | 2,723 | 1,927 |
Property and equipment | 2,820 | 2,970 |
Accumulated depreciation | (960) | (1,134) |
Property and equipment, net | 1,860 | 1,836 |
Other assets: | ||
Operating lease right-of-use assets, net | 422 | 506 |
Goodwill | 1,461 | 1,599 |
Intangible Assets, Net (Excluding Goodwill) | 523 | 544 |
Other non-current assets | 278 | 290 |
Investments in unconsolidated affiliates | 125 | 124 |
Total assets | 7,392 | 6,826 |
Current liabilities: | ||
Accounts payable | 1,022 | 828 |
Accrued expenses and other current liabilities | 302 | 353 |
Operating lease current liabilities | 23 | 22 |
Total current liabilities | 1,647 | 1,373 |
Operating lease non-current liabilities | 431 | 511 |
Long-term debt, net | 3,795 | 3,580 |
Deferred tax liabilities | 181 | 166 |
Other non-current liabilities | 119 | 116 |
Total liabilities | 6,271 | 5,848 |
Commitments and contingencies (Note 11) | ||
Equity: | ||
Total equity | 1,121 | 978 |
Total liabilities and equity | 7,392 | 6,826 |
Related Party | ||
Current assets: | ||
Accounts receivable, net | 26 | 20 |
Current liabilities: | ||
Accounts payable | 170 | 170 |
Other Liabilities | 98 | 102 |
Common Units [Member] | ||
Equity: | ||
Total equity | 1,121 | 978 |
Class C Units [Member] | ||
Equity: | ||
Total equity | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Mar. 31, 2024 shares |
Common Units [Member] | |
Equity: | |
Limited Partners' Capital Account, Units Outstanding | 84,428,109 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
REVENUES: | ||
Revenues | $ 5,499 | $ 5,362 |
COST OF SALES AND OPERATING EXPENSES: | ||
Cost of sales | 5,015 | 4,987 |
General and administrative | 36 | 29 |
Other operating | 88 | 82 |
Lease expense | 18 | 16 |
Loss on disposal of assets | 2 | 1 |
Depreciation, amortization and accretion | 43 | 48 |
Total cost of sales and operating expenses | 5,202 | 5,163 |
OPERATING INCOME | 297 | 199 |
Other income, net | 1 | 0 |
Interest expense, net | (63) | (53) |
Equity in earnings of unconsolidated affiliates | 2 | 2 |
INCOME BEFORE INCOME TAXES | 237 | 148 |
Income tax expense | 7 | 7 |
NET INCOME AND COMPREHENSIVE INCOME | $ 230 | $ 141 |
Net income (loss) per common unit: | ||
Basic | $ 2.29 | $ 1.43 |
Diluted | 2.26 | 1.41 |
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING: | ||
Cash distributions per unit | $ 0.8756 | $ 0.8420 |
Common Units [Member] | ||
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING: | ||
Basic | 84,424,748 | 84,058,716 |
Diluted | 85,259,238 | 84,970,826 |
Motor Fuel Sales [Member] | ||
REVENUES: | ||
Revenues | $ 5,366 | $ 5,239 |
Non Motor Fuel Sales [Member] | ||
REVENUES: | ||
Revenues | 95 | 86 |
Lease Income [Member] | ||
REVENUES: | ||
Revenues | $ 38 | $ 37 |
Consolidated Statement of Equit
Consolidated Statement of Equity $ in Millions | USD ($) |
Beginning balance at Dec. 31, 2022 | $ 942 |
Cash distributions to unitholders, including incentive distributions | 88 |
Unit-based compensation | 5 |
Partnership net income (loss) | 141 |
Ending balance at Mar. 31, 2023 | 1,000 |
Beginning balance at Dec. 31, 2023 | 978 |
Cash distributions to unitholders, including incentive distributions | 91 |
Unit-based compensation | 4 |
Partnership net income (loss) | 230 |
Ending balance at Mar. 31, 2024 | $ 1,121 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
OPERATING ACTIVITIES: | ||
Net income and comprehensive income | $ 230 | $ 141 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and accretion | 43 | 48 |
Amortization of deferred financing fees | 9 | 2 |
Loss on disposal of assets | 2 | 1 |
Non-cash unit-based compensation expense | 4 | 5 |
Deferred income tax | (4) | (4) |
Inventory valuation adjustments | (130) | (29) |
Equity in earnings of unconsolidated affiliates | (2) | (2) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable, net | (55) | 317 |
Receivables from affiliates | (6) | (2) |
Inventories, net | 53 | 82 |
Other assets | (6) | (13) |
Accounts payable | 201 | (225) |
Accounts payable to affiliates | 0 | 16 |
Accrued expenses and other current liabilities | (57) | (19) |
Other non-current liabilities | (4) | 0 |
Net cash provided by operating activities | 286 | 326 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (41) | (37) |
Cash paid for acquisition | (185) | 0 |
Distributions from unconsolidated affiliates in excess of cumulative earnings | 1 | 3 |
Proceeds from disposal of property and equipment | 2 | 3 |
Net cash used in investing activities | (223) | (31) |
FINANCING ACTIVITIES: | ||
Credit Facility borrowings | 889 | 759 |
Credit Facility repayments | (675) | (859) |
Cash distributions to unitholders, including incentive distributions | (91) | (88) |
Net cash provided by (used in) financing activities | 123 | (188) |
Net increase in cash and cash equivalents | 186 | 107 |
Cash and cash equivalents, beginning of period | 29 | 82 |
Cash and cash equivalents, end of period | $ 215 | $ 189 |
Organization and Principles of
Organization and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2024 | |
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,” “our” or “SUN” should be understood to refer to Sunoco LP and its 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 March 31, 2024, Energy Transfer owned 100% of the limited liability company interests in our General Partner, 28,463,967 of our common units 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. In the opinion of the Partnership’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with GAAP. 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 | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 filed with the Securities and Exchange Commission (“SEC”) on February 16, 2024. Significant Accounting Policies As of March 31, 2024, 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, 2023 filed with the SEC on February 16, 2024. 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 $59 million and $65 million for the three months ended March 31, 2024 and 2023, respectively . Merchandise sales and cost of mer chandise sales are reported net of sales tax in our consolidated statements of operations and comprehensive income. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures | Acquisitions and Divestitures Acquisitions On May 3, 2024, we completed the previously announced acquisition of NuStar Energy L.P. (“NuStar”). Under the terms of the agreement, NuStar common unitholders received 0.400 SUN common units for each NuStar common unit. In connection with the acquisition, we issued approximately 50.6 million common units, which had a fair value of approximately $2.8 billion, assumed debt totaling approximately $3.4 billion and assumed preferred units with a fair value of approximately $800 million. NuStar has approximately 9,500 miles of pipeline and 63 terminal and storage facilities that store and distribute crude oil, refined products, renewable fuels, ammonia and specialty liquids. Beginning May 2024, SUN’s consolidated financial statements will reflect NuStar as a consolidated subsidiary. At the time our consolidated financial statements were issued, the initial accounting for this business combination was incomplete due to the timing of the close of the acquisition; therefore, certain required disclosures have not been included herein. On March 13, 2024, we completed the previously announced acquisition of liquid fuels terminals in Amsterdam, Netherlands and Bantry Bay, Ireland from Zenith Energy for €170 million ($185 million) including working capital. The acquisition was recorded using the acquisition method of accounting which requires, among other things, that assets and liabilities assumed be recognized on the balance sheet at their estimated fair values as of the date of acquisition. Management, with the assistance of an independent valuation firm, determined the preliminary fair value of assets and liabilities as of the date of the acquisition. Determining the fair value involves the use of management's judgements as well as the use of significant estimates and assumptions. The following table summarizes the preliminary allocation of the purchase price among assets acquired and liabilities assumed: As of Other current assets $ 6 Property and equipment 204 Goodwill 7 Other non-current assets 36 Current liabilities (14) Deferred tax liabilities (11) Other non-current liabilities (43) Net Assets 185 Cash acquired — Total cash consideration, net of cash acquired $ 185 Divestiture On April 16, 2024, we completed the previously announced sale of 204 convenience stores located in West Texas, New Mexico and Oklahoma to 7-Eleven, Inc. for approximately $1.0 billion, including customary adjustments for fuel and merchandise inventory. As part of the sale, SUN also amended its existing take-or-pay fuel supply agreement with 7-Eleven, Inc. to incorporate additional fuel gross profit. The following table presents the aggregate carrying amount of assets and liabilities that were classified as held for sale: March 31, Carrying amount of assets held for sale: Accounts receivable, net $ 18 Inventories, net 14 Other current assets 3 Property and equipment, net 171 Goodwill 145 Intangible assets 12 Other non-current assets 148 Total assets held for sale $ 511 Carrying amount of liabilities associated with assets held for sale: Current liabilities $ 14 Other non-current liabilities 116 Total liabilities associated with assets held for sale $ 130 |
Accounts Receivable, net
Accounts Receivable, net | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable, net, consisted of the following: March 31, December 31, Accounts receivable, trade $ 664 $ 703 Credit card receivables 131 107 Other receivables 99 47 Allowance for expected credit losses (1) (1) Accounts receivable, net $ 893 $ 856 |
Inventories, net
Inventories, net | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, the Partnership’s fuel inventory balance included lower of cost or market reserves of $100 million and $230 million, respectively. For the three months ended March 31, 2024 and 2023, 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 March 31, 2024 and 2023, the Partnership's cost of sales included favorable inventory valuation adjustments of $130 million and $29 million, respectively, which increased net income. Inventories, net, consisted of the following: March 31, December 31, Fuel $ 941 $ 876 Other 12 13 Inventories, net $ 953 $ 889 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, December 31, Wage and other employee-related accrued expenses $ 23 $ 38 Accrued tax expense 125 182 Accrued insurance expense 31 30 Accrued interest expense 54 41 Dealer deposits 24 23 Accrued environmental expense 6 6 Other 39 33 Total $ 302 $ 353 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt, net Total long-term debt, net consisted of the following: March 31, December 31, Credit Facility $ 625 $ 411 6.000% Senior Notes due 2027 600 600 5.875% Senior Notes due 2028 400 400 7.000% Senior Notes due 2028 500 500 4.500% Senior Notes due 2029 800 800 4.500% Senior Notes due 2030 800 800 Lease-related financing obligations 94 94 Total long-term debt 3,819 3,605 Less: debt issuance costs 24 25 Total long-term debt, net $ 3,795 $ 3,580 April 2024 Notes Offering On April 30, 2024, the Partnership issued $750 million of 7.000% senior notes due 2029 and $750 million of 7.250% senior notes due 2032 in a private offering. The Partnership used the net proceeds from the offering to (i) repay certain outstanding indebtedness of NuStar, in connection with the merger between the Partnership and NuStar, (ii) fund the redemption of NuStar's preferred units in connection with the merger and (iii) pay offering fees and expenses. Credit Facility The Partnership's $1.50 billion revolving credit facility (the "Credit Facility") matures in May 2029 (as amended in May 2024), which date may be extended in accordance with the terms of the Credit Facility. The Credit Facility can be increased from time to time upon our written request, subject to certain conditions, up to an additional $500 million. As of March 31, 2024, the balance on the Credit Facility was $625 million, and $5 million standby letters of credit were outstanding. The unused availability on the Credit Facility at March 31, 2024 was $870 million. The weighted average interest rate on the total amount outstanding at March 31, 2024 was 7.18%. The Partnership was in compliance with all financial covenants at March 31, 2024. Fair Value of Debt The aggregate estimated fair value and carrying amount of our consolidated debt obligations as of March 31, 2024 were $3.70 billion and $3.80 billion, respectively. As of December 31, 2023, the aggregate fair value and carrying amount of our consolidated debt obligations were $3.50 billion and $3.58 billion, respectively. The fair value of our consolidated debt obligations is a Level 2 valuation based on the respective debt obligations' observable inputs for similar liabilities. |
Other Noncurrent Liabilities (N
Other Noncurrent Liabilities (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities Disclosure [Text Block] | Other Non-Current Liabilities Other non-current liabilities consisted of the following: March 31, December 31, Asset retirement obligations $ 85 $ 84 Accrued environmental expense, long-term 12 12 Other 22 20 Total $ 119 $ 116 |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
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 investments in the J.C. Nolan joint ventures was $125 million and $124 million as of March 31, 2024 and December 31, 2023, respectively. In addition, we recorded income on the unconsolidated J.C. Nolan joint ventures of $2 million for each of the three months ended March 31, 2024 and 2023. Summary of Transactions Related party transactions for the three months ended March 31, 2024 and 2023 were as follows: Three Months Ended March 31, 2024 2023 Motor fuel sales to affiliates $ 4 $ 13 Bulk fuel purchases from affiliates 397 411 Significant affiliate balances included on the consolidated balance sheets were as follows: • Accounts receivable from affiliates were $26 million and $20 million as of March 31, 2024 and December 31, 2023, respectively, which were primarily related to motor fuel sales to affiliates. • Accounts payable to affiliates were $170 million and $170 million as of March 31, 2024 and December 31, 2023, respectively, which were attributable to operational expenses and bulk fuel purchases. • Advances from affiliates were $98 million and $102 million as of March 31, 2024 and December 31, 2023, respectively, which were related to treasury services agreements with Energy Transfer. |
Revenue (Notes)
Revenue (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Fuel Distribution and Marketing Segment Distributor $ 2,074 $ 2,303 Dealer 881 919 Unbranded wholesale 1,984 1,540 Commission agent 295 341 Non-motor fuel sales 40 29 Lease income 35 34 Total 5,309 5,166 All Other Segment Motor fuel 132 136 Non-motor fuel sales 55 57 Lease income 3 3 Total 190 196 Total revenue $ 5,499 $ 5,362 Contract Balances with Customers The balances of the Partnership’s contract assets and contract liabilities as of March 31, 2024 and December 31, 2023 were as follows: March 31, December 31, 2023 Contract assets $ 264 $ 256 Accounts receivable from contracts with customers 794 809 Contract liabilities — — Costs to Obtain or Fulfill a Contract |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, Lease term and discount rate 2024 2023 Weighted average remaining lease term (years) Operating leases 22 22 Finance leases 27 28 Weighted average discount rate (%) Operating leases 6 % 5 % Finance leases 4 % 4 % Three Months Ended March 31, Other information 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (12) $ (12) Operating cash flows from finance leases — — Financing cash flows from finance leases — — Lease assets obtained in exchange for new finance lease liabilities — — Lease assets obtained in exchange for new operating lease liabilities 1 1 Maturity of lease liabilities (as of March 31, 2024) Operating leases Finance leases Total 2024 (remainder) $ 39 $ — $ 39 2025 38 — 38 2026 37 — 37 2027 36 — 36 2028 35 — 35 Thereafter 576 15 591 Total lease payments 761 15 776 Less: interest 307 6 313 Present value of lease liabilities $ 454 $ 9 $ 463 |
Income Tax Expense
Income Tax Expense | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Income tax expense at United States statutory rate $ 50 $ 31 Increase (reduction) in income taxes resulting from: Partnership earnings not subject to tax (45) (26) State and local tax, net of federal expense 1 2 Other 1 — Net income tax expense $ 7 $ 7 |
Partners' Capital
Partners' Capital | 3 Months Ended |
Mar. 31, 2024 | |
Partners' Capital [Abstract] | |
Partners' Capital | Equity As of March 31, 2024, Energy Transfer and its subsidiaries owned 28,463,967 of our common units and the public owned 55,964,142 of our common units. As of March 31, 2024, our wholly owned 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 three months ended March 31, 2024 was as follows: Number of Units Number of common units at December 31, 2023 84,408,014 Phantom unit vesting 20,095 Number of common units at March 31, 2024 84,428,109 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 2024 were as follows: Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders February 20, 2024 $ 0.8420 $ 71 $ 19 May 20, 2024 0.8756 119 36 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
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 valuation adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations. Inventory valuation 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 months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Revenue Motor fuel sales $ 5,234 $ 132 $ 5,366 $ 5,103 $ 136 $ 5,239 Non-motor fuel sales 40 55 95 29 57 86 Lease income 35 3 38 34 3 37 Intersegment sales 95 — (95) — 98 — (98) — Total revenue $ 5,404 $ 190 $ (95) $ 5,499 $ 5,264 $ 196 $ (98) $ 5,362 Net income and comprehensive income $ 230 $ 141 Depreciation, amortization and accretion 43 48 Interest expense, net 63 53 Income tax expense 7 7 Non-cash unit-based compensation expense 4 5 Loss on disposal of assets 2 1 Unrealized (gains) losses on commodity derivatives 13 (11) Inventory valuation adjustments (130) (29) Equity in earnings of unconsolidated affiliates (2) (2) Adjusted EBITDA related to unconsolidated affiliates 3 3 Other non-cash adjustments 9 5 Adjusted EBITDA $ 219 $ 23 $ 242 $ 195 $ 26 $ 221 Capital expenditures $ 28 $ 13 $ 41 $ 24 $ 13 $ 37 Total assets as of March 31, 2024 and $ 6,399 $ 993 $ 7,392 $ 5,676 $ 1,150 $ 6,826 |
Net Income per Unit
Net Income per Unit | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Net income and comprehensive income $ 230 $ 141 Less: Incentive distribution rights 36 19 Distributions on unvested phantom unit awards 1 2 Common unitholders ’ interest in net income $ 193 $ 120 Weighted average common units outstanding: Basic 84,424,748 84,058,716 Dilutive effect of unvested phantom unit awards 834,490 912,110 Diluted 85,259,238 84,970,826 Net income per common unit: Basic $ 2.29 $ 1.43 Diluted $ 2.26 $ 1.41 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) Attributable to Parent | $ 230 | $ 141 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [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, 2023 filed with the Securities and Exchange Commission (“SEC”) on February 16, 2024. |
Consolidation, Policy | 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) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 filed with the Securities and Exchange Commission (“SEC”) on February 16, 2024. |
Recently Issued Accounting Pronouncements | Significant Accounting Policies |
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 $59 million and $65 million for the three months ended March 31, 2024 and 2023, respectively . Merchandise sales and cost of mer chandise sales are reported net of sales tax in our consolidated statements of operations and comprehensive income. |
Inventory (Policies)
Inventory (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, the Partnership’s fuel inventory balance included lower of cost or market reserves of $100 million and $230 million, respectively. For the three months ended March 31, 2024 and 2023, 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 March 31, 2024 and 2023, the Partnership's cost of sales included favorable inventory valuation adjustments of $130 million and $29 million, respectively, which increased net income. |
Revenue from Contract with Cust
Revenue from Contract with Customer (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 $8 million and $6 million for the three months ended March 31, 2024 and 2023, respectively. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price among assets acquired and liabilities assumed: As of Other current assets $ 6 Property and equipment 204 Goodwill 7 Other non-current assets 36 Current liabilities (14) Deferred tax liabilities (11) Other non-current liabilities (43) Net Assets 185 Cash acquired — Total cash consideration, net of cash acquired $ 185 |
Disclosure of Long-Lived Assets Held-for-Sale | The following table presents the aggregate carrying amount of assets and liabilities that were classified as held for sale: March 31, Carrying amount of assets held for sale: Accounts receivable, net $ 18 Inventories, net 14 Other current assets 3 Property and equipment, net 171 Goodwill 145 Intangible assets 12 Other non-current assets 148 Total assets held for sale $ 511 Carrying amount of liabilities associated with assets held for sale: Current liabilities $ 14 Other non-current liabilities 116 Total liabilities associated with assets held for sale $ 130 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net, consisted of the following: March 31, December 31, Accounts receivable, trade $ 664 $ 703 Credit card receivables 131 107 Other receivables 99 47 Allowance for expected credit losses (1) (1) Accounts receivable, net $ 893 $ 856 |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories, net, consisted of the following: March 31, December 31, Fuel $ 941 $ 876 Other 12 13 Inventories, net $ 953 $ 889 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: March 31, December 31, Wage and other employee-related accrued expenses $ 23 $ 38 Accrued tax expense 125 182 Accrued insurance expense 31 30 Accrued interest expense 54 41 Dealer deposits 24 23 Accrued environmental expense 6 6 Other 39 33 Total $ 302 $ 353 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Total long-term debt, net consisted of the following: March 31, December 31, Credit Facility $ 625 $ 411 6.000% Senior Notes due 2027 600 600 5.875% Senior Notes due 2028 400 400 7.000% Senior Notes due 2028 500 500 4.500% Senior Notes due 2029 800 800 4.500% Senior Notes due 2030 800 800 Lease-related financing obligations 94 94 Total long-term debt 3,819 3,605 Less: debt issuance costs 24 25 Total long-term debt, net $ 3,795 $ 3,580 |
Other Noncurrent Liabilities (T
Other Noncurrent Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities [Table Text Block] | Other non-current liabilities consisted of the following: March 31, December 31, Asset retirement obligations $ 85 $ 84 Accrued environmental expense, long-term 12 12 Other 22 20 Total $ 119 $ 116 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | Related party transactions for the three months ended March 31, 2024 and 2023 were as follows: Three Months Ended March 31, 2024 2023 Motor fuel sales to affiliates $ 4 $ 13 Bulk fuel purchases from affiliates 397 411 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Fuel Distribution and Marketing Segment Distributor $ 2,074 $ 2,303 Dealer 881 919 Unbranded wholesale 1,984 1,540 Commission agent 295 341 Non-motor fuel sales 40 29 Lease income 35 34 Total 5,309 5,166 All Other Segment Motor fuel 132 136 Non-motor fuel sales 55 57 Lease income 3 3 Total 190 196 Total revenue $ 5,499 $ 5,362 |
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 March 31, 2024 and December 31, 2023 were as follows: March 31, December 31, 2023 Contract assets $ 264 $ 256 Accounts receivable from contracts with customers 794 809 Contract liabilities — — |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | The details of the Partnership's operating and finance lease liabilities were as follows: March 31, Lease term and discount rate 2024 2023 Weighted average remaining lease term (years) Operating leases 22 22 Finance leases 27 28 Weighted average discount rate (%) Operating leases 6 % 5 % Finance leases 4 % 4 % Three Months Ended March 31, Other information 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (12) $ (12) Operating cash flows from finance leases — — Financing cash flows from finance leases — — Lease assets obtained in exchange for new finance lease liabilities — — Lease assets obtained in exchange for new operating lease liabilities 1 1 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity of lease liabilities (as of March 31, 2024) Operating leases Finance leases Total 2024 (remainder) $ 39 $ — $ 39 2025 38 — 38 2026 37 — 37 2027 36 — 36 2028 35 — 35 Thereafter 576 15 591 Total lease payments 761 15 776 Less: interest 307 6 313 Present value of lease liabilities $ 454 $ 9 $ 463 |
Income Tax Expense (Tables)
Income Tax Expense (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Income tax expense at United States statutory rate $ 50 $ 31 Increase (reduction) in income taxes resulting from: Partnership earnings not subject to tax (45) (26) State and local tax, net of federal expense 1 2 Other 1 — Net income tax expense $ 7 $ 7 |
Partners' Capital (Tables)
Partners' Capital (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Partners' Capital [Abstract] | |
Schedule of Common Units | The change in our outstanding common units for the three months ended March 31, 2024 was as follows: Number of Units Number of common units at December 31, 2023 84,408,014 Phantom unit vesting 20,095 Number of common units at March 31, 2024 84,428,109 |
Distributions Made to Limited Partner, by Distribution | Cash distributions paid or declared during 2024 were as follows: Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders February 20, 2024 $ 0.8420 $ 71 $ 19 May 20, 2024 0.8756 119 36 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended March 31, 2024 2023 Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Revenue Motor fuel sales $ 5,234 $ 132 $ 5,366 $ 5,103 $ 136 $ 5,239 Non-motor fuel sales 40 55 95 29 57 86 Lease income 35 3 38 34 3 37 Intersegment sales 95 — (95) — 98 — (98) — Total revenue $ 5,404 $ 190 $ (95) $ 5,499 $ 5,264 $ 196 $ (98) $ 5,362 Net income and comprehensive income $ 230 $ 141 Depreciation, amortization and accretion 43 48 Interest expense, net 63 53 Income tax expense 7 7 Non-cash unit-based compensation expense 4 5 Loss on disposal of assets 2 1 Unrealized (gains) losses on commodity derivatives 13 (11) Inventory valuation adjustments (130) (29) Equity in earnings of unconsolidated affiliates (2) (2) Adjusted EBITDA related to unconsolidated affiliates 3 3 Other non-cash adjustments 9 5 Adjusted EBITDA $ 219 $ 23 $ 242 $ 195 $ 26 $ 221 Capital expenditures $ 28 $ 13 $ 41 $ 24 $ 13 $ 37 Total assets as of March 31, 2024 and $ 6,399 $ 993 $ 7,392 $ 5,676 $ 1,150 $ 6,826 |
Net Income per Unit (Tables)
Net Income per Unit (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Net income and comprehensive income $ 230 $ 141 Less: Incentive distribution rights 36 19 Distributions on unvested phantom unit awards 1 2 Common unitholders ’ interest in net income $ 193 $ 120 Weighted average common units outstanding: Basic 84,424,748 84,058,716 Dilutive effect of unvested phantom unit awards 834,490 912,110 Diluted 85,259,238 84,970,826 Net income per common unit: Basic $ 2.29 $ 1.43 Diluted $ 2.26 $ 1.41 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Motor fuel and sales taxes | $ 59 | $ 65 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures (Details) € in Millions, shares in Millions, $ in Millions | May 03, 2024 USD ($) shares | Apr. 16, 2024 USD ($) numberOfConvenienceStores | Mar. 13, 2024 USD ($) | Mar. 13, 2024 EUR (€) | May 02, 2024 USD ($) conversionRatioOfUnitsInAcquisition terminals milesOfPipeline | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) |
Asset Acquisition [Line Items] | |||||||
Current liabilities | $ 130 | $ 0 | |||||
Goodwill | 1,461 | $ 1,599 | |||||
7-Eleven | |||||||
Asset Acquisition [Line Items] | |||||||
Accounts receivable, net | 18 | ||||||
Inventories, net | 14 | ||||||
Other current assets | 3 | ||||||
Total assets held for sale | 511 | ||||||
Current liabilities | 14 | ||||||
Other non-current liabilities | 116 | ||||||
Total liabilities associated with assets held for sale | 130 | ||||||
Other non-current assets | 148 | ||||||
Intangible assets | 12 | ||||||
Property and equipment, net | 171 | ||||||
Goodwill | $ 145 | ||||||
Subsequent Event [Member] | 7-Eleven | |||||||
Asset Acquisition [Line Items] | |||||||
Business Combination, Consideration Transferred | $ 1,000 | ||||||
Number of Units in Real Estate Property | numberOfConvenienceStores | 204 | ||||||
liquid fuels terminals in Amsterdam, Netherlands and Bantry Bay | |||||||
Asset Acquisition [Line Items] | |||||||
Other current assets | $ 6 | ||||||
Property and equipment | 204 | ||||||
Deferred tax liabilities | (11) | ||||||
Current liabilities | (14) | ||||||
Net Assets | 185 | ||||||
Cash acquired | 0 | ||||||
Other non-current liabilities | (43) | ||||||
Goodwill, Acquired During Period | 7 | ||||||
Other non-current assets | 36 | ||||||
Business Combination, Consideration Transferred | $ 185 | € 170 | |||||
Nustar | Subsequent Event [Member] | |||||||
Asset Acquisition [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Conversion Ratio of Shares | conversionRatioOfUnitsInAcquisition | 0.4 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 50.6 | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 2,800 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-Term Debt | $ 3,400 | ||||||
Proceeds from (Repurchase of) Redeemable Preferred Stock | $ 800 | ||||||
Nustar | Miles of pipeline | Subsequent Event [Member] | |||||||
Asset Acquisition [Line Items] | |||||||
Number of Units in Real Estate Property | milesOfPipeline | 9,500 | ||||||
Nustar | Terminal and storage facilities | Subsequent Event [Member] | |||||||
Asset Acquisition [Line Items] | |||||||
Number of Units in Real Estate Property | terminals | 63 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for expected credit losses | $ (1) | $ (1) |
Accounts receivable, net | 893 | 856 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 664 | 703 |
Credit Card Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 131 | 107 |
Other Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | $ 99 | $ 47 |
Inventories, net - Additional I
Inventories, net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |||
Inventory Write-down | $ 130 | $ 29 | |
Inventory Adjustments | $ 100 | $ 230 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Fuel | $ 941 | $ 876 |
Other | 12 | 13 |
Inventories, net | $ 953 | $ 889 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Wage and other employee-related accrued expenses | $ 23 | $ 38 |
Accrued tax expense | 125 | 182 |
Accrued insurance expense | 31 | 30 |
Accrued interest expense | 54 | 41 |
Dealer deposits | 24 | 23 |
Accrued environmental expense | 6 | 6 |
Other | 39 | 33 |
Total | $ 302 | $ 353 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | Apr. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | |||
Lease-related financing obligations | $ 94 | $ 94 | |
Total long-term debt | 3,819 | 3,605 | |
Less: debt issuance costs | 24 | 25 | |
Total long-term debt, net | 3,795 | 3,580 | |
Long-term Debt, Fair Value | 3,700 | 3,500 | |
Long-term Debt | $ 3,800 | 3,580 | |
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 | |
7.00% Senior Notes due 2028 | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 7% | ||
Senior Notes | $ 500 | 500 | |
7.0% Senior Notes due 2029 | Subsequent Event [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 7% | ||
Senior Notes | $ 750 | ||
7.25% Senior Notes due 2032 | Subsequent Event [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | ||
Senior Notes | $ 750 | ||
Due April 2027 | Revolving Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Credit Facility | 625 | $ 411 | |
Due May 2029 | Revolving Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Credit Facility | 625 | ||
Line of Credit Facility, Current Borrowing Capacity | $ 1,500 |
Long-Term Debt (Revolving Credi
Long-Term Debt (Revolving Credit Agreement) (Details) - Revolving Credit Agreement [Member] - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Due April 2027 | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 625 | $ 411 |
Due May 2029 | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 625 | |
Letters of Credit Outstanding, Amount | 5 | |
Debt Instrument, Unused Borrowing Capacity, Amount | $ 870 | |
Debt, Weighted Average Interest Rate | 7.18% | |
Line of Credit Facility, Current Borrowing Capacity | $ 1,500 | |
Due May 2029 | Accordian feature | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Current Borrowing Capacity | $ 500 |
Long-Term Debt Fair Value Measu
Long-Term Debt Fair Value Measurements (Details) - USD ($) $ in Billions | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Measurements [Abstract] | ||
Long-term Debt, Fair Value | $ 3.7 | $ 3.5 |
Other Noncurrent Liabilities (D
Other Noncurrent Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Reserve for underground storage tank removal | $ 85 | $ 84 |
Accrued environmental expense, long-term | 12 | 12 |
Other | 22 | 20 |
Other non-current liabilities | $ 119 | $ 116 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Investments in unconsolidated affiliates | $ 125 | $ 124 | |
Equity in earnings of unconsolidated affiliates | 2 | $ 2 | |
Revenues | 5,499 | 5,362 | |
Accounts payable | 1,022 | 828 | |
Accounts receivable, net | 893 | 856 | |
Related Party | |||
Related Party Transaction [Line Items] | |||
Accounts payable | 170 | 170 | |
Other Liabilities | 98 | 102 | |
Accounts receivable, net | 26 | $ 20 | |
Wholesale motor fuel sales to affiliates [Member] | Related Party | |||
Related Party Transaction [Line Items] | |||
Revenues | 4 | 13 | |
Wholesale Motor Fuel [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Purchases from Related Party | $ 397 | $ 411 |
Revenue (Disaggregation of Reve
Revenue (Disaggregation of Revenue) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 5,499 | $ 5,362 |
Motor Fuel Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 5,366 | 5,239 |
Lease Income [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 38 | 37 |
Fuel Distribution and Marketing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 5,309 | 5,166 |
Fuel Distribution and Marketing [Member] | Dealer Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2,074 | 2,303 |
Fuel Distribution and Marketing [Member] | Distributor Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 881 | 919 |
Fuel Distribution and Marketing [Member] | Unbranded Wholesale Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,984 | 1,540 |
Fuel Distribution and Marketing [Member] | Commission Agent Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 295 | 341 |
Fuel Distribution and Marketing [Member] | Non Motor Fuel [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 40 | 29 |
Fuel Distribution and Marketing [Member] | Lease Income [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 35 | 34 |
All Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 190 | 196 |
All Other [Member] | Motor Fuel Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 132 | 136 |
All Other [Member] | Non Motor Fuel [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 55 | 57 |
All Other [Member] | Lease Income [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 3 | $ 3 |
Revenue (Contract Balances with
Revenue (Contract Balances with Customer) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Contract assets | $ 264 | $ 256 |
Receivables from Customers | 794 | 809 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Capitalized Contract Cost, Amortization | $ 8 | $ 6 |
Commitments And Contingencies_2
Commitments And Contingencies (Lessee Disclosures) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Finance lease - 2024 (remainder) | $ 0 | |
Finance lease - 2025 | 0 | |
Finance lease - 2026 | 0 | |
Finance lease - 2027 | 0 | |
Finance lease - 2028 | 0 | |
Finance lease - Thereafter | 15 | |
Total lease payment | 15 | |
Less: interest | (6) | |
Present value of lease liabilities - finance leases | 9 | |
2024 (remainder) | 39 | |
2025 | 38 | |
2026 | 37 | |
2027 | 36 | |
2028 | 35 | |
Thereafter | 591 | |
Total lease payment | 776 | |
Less: interest | (313) | |
Present value of lease liabilities | $ 463 | |
Operating Lease, Weighted Average Remaining Lease Term | 22 years | 22 years |
Finance Lease, Weighted Average Remaining Lease Term | 27 years | 28 years |
Operating cash flows from operating leases | $ (12) | $ (12) |
Operating cash flows from finance leases | 0 | 0 |
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 | $ 1 | $ 1 |
Operating Lease, Weighted Average Discount Rate, Percent | 6% | 5% |
Finance Lease, Weighted Average Discount Rate, Percent | 4% | 4% |
Operating lease - 2024 (remainder) | $ 39 | |
Operating lease - 2025 | 38 | |
Operating lease - 2026 | 37 | |
Operating lease - 2027 | 36 | |
Operating lease - 2028 | 35 | |
Operating lease - Thereafter | 576 | |
Total lease payment | 761 | |
Less: interest | (307) | |
Present value of lease liabilities - operating leases | $ 454 |
Income Tax Expense (Details)
Income Tax Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense at United States statutory rate | $ 50 | $ 31 |
Effective Income Tax Rate Reconciliation, Tax Exempt Income, Amount | (45) | (26) |
State and local tax, net of federal expense | 1 | 2 |
Other | 1 | 0 |
Net income tax expense | $ 7 | $ 7 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% |
Partners' Capital Narrative (De
Partners' Capital Narrative (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common Units | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 55,964,142 | |
Common Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 84,428,109 | 84,408,014 |
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] | 3 Months Ended |
Mar. 31, 2024 shares | |
Class of Stock [Line Items] | |
Number of common units at December 31, 2023 | 84,408,014 |
Phantom unit vesting | 20,095 |
Number of common units at March 31, 2024 | 84,428,109 |
Partners' Capital (Cash Distrib
Partners' Capital (Cash Distributions) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
May 20, 2024 | Feb. 20, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Distribution Made To Managing Member Or General Partner [Line Items] | ||||
Per Unit Distribution (in dollars per unit) | $ 0.8420 | |||
Total Cash Distribution | $ 71 | $ 91 | $ 88 | |
General Partner | ||||
Distribution Made To Managing Member Or General Partner [Line Items] | ||||
Total Cash Distribution | $ 19 | |||
Subsequent Event [Member] | ||||
Distribution Made To Managing Member Or General Partner [Line Items] | ||||
Per Unit Distribution (in dollars per unit) | $ 0.8756 | |||
Total Cash Distribution | $ 119 | |||
Subsequent Event [Member] | General Partner | ||||
Distribution Made To Managing Member Or General Partner [Line Items] | ||||
Total Cash Distribution | $ 36 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 5,499 | $ 5,362 | |
Operating income | 297 | 199 | |
Interest expense, net | 63 | 53 | |
Depreciation, amortization and accretion | 43 | 48 | |
Non-cash unit-based compensation expense | 4 | 5 | |
Unrealized (gain) loss on commodity derivatives | (13) | 11 | |
Inventory valuation adjustments | (130) | (29) | |
Equity in earnings of unconsolidated affiliates | (2) | (2) | |
Adjusted EBITDA related to unconsolidated affiliate | 3 | 3 | |
Other non-cash adjustments | 9 | 5 | |
Income tax expense | 7 | 7 | |
Adjusted EBITDA | 242 | 221 | |
Segment, Expenditure, Addition to Long-Lived Assets | 41 | 37 | |
Capital expenditures | 41 | 37 | |
Assets | 7,392 | $ 6,826 | |
Loss on disposal of assets | 2 | 1 | |
Net Income (Loss) Attributable to Parent | 230 | 141 | |
Fuel Distribution and Marketing [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 5,309 | 5,166 | |
All Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 190 | 196 | |
Motor Fuel Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 5,366 | 5,239 | |
Motor Fuel Sales [Member] | All Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 132 | 136 | |
Non Motor Fuel Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 95 | 86 | |
Lease Income [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 38 | 37 | |
Lease Income [Member] | Fuel Distribution and Marketing [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 35 | 34 | |
Lease Income [Member] | All Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 3 | 3 | |
Non Motor Fuel [Member] | Fuel Distribution and Marketing [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 40 | 29 | |
Non Motor Fuel [Member] | All Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 55 | 57 | |
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (95) | (98) | |
Intersegment Eliminations [Member] | Intersegment Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | (95) | (98) | |
Intersegment Eliminations [Member] | Intersegment Sales [Member] | Fuel Distribution and Marketing [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 95 | 98 | |
Intersegment Eliminations [Member] | Intersegment Sales [Member] | All Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 0 | |
Operating Segments [Member] | Fuel Distribution and Marketing [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 5,404 | 5,264 | |
Adjusted EBITDA | 219 | 195 | |
Segment, Expenditure, Addition to Long-Lived Assets | 28 | 24 | |
Assets | 6,399 | 5,676 | |
Operating Segments [Member] | All Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 190 | 196 | |
Adjusted EBITDA | 23 | 26 | |
Segment, Expenditure, Addition to Long-Lived Assets | 13 | 13 | |
Assets | 993 | $ 1,150 | |
External Revenue [Member] | Motor Fuel Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 5,366 | 5,239 | |
External Revenue [Member] | Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 5,234 | 5,103 | |
External Revenue [Member] | Motor Fuel Sales [Member] | All Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 132 | 136 | |
External Revenue [Member] | Non Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 40 | 29 | |
External Revenue [Member] | Non Motor Fuel Sales [Member] | All Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 55 | 57 | |
External Revenue [Member] | Lease Income [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 38 | 37 | |
External Revenue [Member] | Lease Income [Member] | Fuel Distribution and Marketing [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 35 | 34 | |
External Revenue [Member] | Lease Income [Member] | All Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 3 | 3 | |
External Revenue [Member] | Non Motor Fuel [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 95 | $ 86 |
Net Income per Unit (Details)
Net Income per Unit (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share Basic [Line Items] | ||
Net Income (Loss) Attributable to Parent | $ 230 | $ 141 |
Incentive distribution rights | 36 | 19 |
Distributions on unvested phantom unit awards | $ 1 | $ 2 |
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING: | ||
Basic | $ 2.29 | $ 1.43 |
Diluted | $ 2.26 | $ 1.41 |
Common Units [Member] | ||
Earnings Per Share Basic [Line Items] | ||
Common unitholders’ interest in net income | $ 193 | $ 120 |
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING: | ||
Common - basic (in shares) | 84,424,748 | 84,058,716 |
Common - equivalents (in shares) | 834,490 | 912,110 |
Common - diluted (in shares) | 85,259,238 | 84,970,826 |