10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: September 30, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-35653

SUNOCO LP

(Exact name of registrant as specified in its charter) 

Delaware	30-0740483
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

8111 Westchester Drive, Suite 400, Dallas, Texas 75225

(Address of principal executive offices, including zip code)

(214) 981-0700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units Representing Limited Partner Interests	SUN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging Growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ☐     No  ý

The registrant had 84,065,099 common units representing limited partner interests and 16,410,780 Class C units representing limited partner interests outstanding at October 27, 2023.

SUNOCO LP

FORM 10-Q

TABLE OF CONTENTS

	Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures about Market Risk	24
Item 4. Controls and Procedures	25
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	26
Item 1A. Risk Factors	26
Item 6. Exhibits	26
SIGNATURE	28

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SUNOCO LP

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(unaudited)

	September 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	256	$	82
Accounts receivable, net	1,145		890
Accounts receivable from affiliates	10		15
Inventories, net	909		821
Other current assets	162		175
Total current assets	2,482		1,983
Property and equipment	2,924		2,796
Accumulated depreciation	(1,103)		(1,036)
Property and equipment, net	1,821		1,760
Other assets:
Finance lease right-of-use assets, net	9		9
Operating lease right-of-use assets, net	509		524
Goodwill	1,599		1,601
Intangible assets, net	554		588
Other non-current assets	267		236
Investment in unconsolidated affiliates	126		129
Total assets	$	7,367	$	6,830
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	991	$	966
Accounts payable to affiliates	114		109
Accrued expenses and other current liabilities	350		310
Operating lease current liabilities	21		21
Total current liabilities	1,476		1,406
Operating lease non-current liabilities	514		528
Revolving credit facility	647		900
Long-term debt, net	3,169		2,671
Advances from affiliates	104		116
Deferred tax liability	162		156
Other non-current liabilities	115		111
Total liabilities	6,187		5,888
Commitments and contingencies (Note 11)
Equity:
Limited partners:
Common unitholders (84,065,099 units issued and outstanding as of September 30, 2023 and 84,054,765 units issued and outstanding as of December 31, 2022)	1,180		942
Class C unitholders - held by subsidiaries (16,410,780 units issued and outstanding as of September 30, 2023 and December 31, 2022)	—		—
Total equity	1,180		942
Total liabilities and equity	$	7,367	$	6,830

The accompanying notes are an integral part of these consolidated financial statements.

3

SUNOCO LP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Dollars in millions, except per unit data)

(unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
REVENUES:
Motor fuel sales	$	6,173	$	6,468	$	17,019	$	19,423
Non-motor fuel sales	109		90		295		282
Lease income	38		36		113		106
Total revenues	6,320		6,594		17,427		19,811
COST OF SALES AND OPERATING EXPENSES:
Cost of sales	5,793		6,261		16,211		18,703
General and administrative	30		29		92		86
Other operating	93		86		262		250
Lease expense	18		16		51		47
(Gain) loss on disposal of assets	4		(3)		(8)		(8)
Depreciation, amortization and accretion	44		55		141		151
Total cost of sales and operating expenses	5,982		6,444		16,749		19,229
OPERATING INCOME	338		150		678		582
OTHER INCOME (EXPENSE):
Interest expense, net	(56)		(49)		(162)		(135)
Other income, net	—		—		7		—
Equity in earnings of unconsolidated affiliates	1		1		4		3
INCOME BEFORE INCOME TAXES	283		102		527		450
Income tax expense	11		19		27		30
NET INCOME AND COMPREHENSIVE INCOME	$	272	$	83	$	500	$	420
NET INCOME PER COMMON UNIT:
Basic	$	2.99	$	0.76	$	5.20	$	4.32
Diluted	$	2.95	$	0.75	$	5.14	$	4.27
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:
Basic	84,064,445		83,763,064		84,061,363		83,728,153
Diluted	85,132,733		84,831,037		85,037,289		84,769,526
CASH DISTRIBUTIONS PER UNIT	$	0.8420	$	0.8255	$	2.5260	$	2.4765

The accompanying notes are an integral part of these consolidated financial statements.

4

SUNOCO LP

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in millions)

(unaudited)

Balance, December 31, 2022	$	942
Cash distributions to unitholders	(88)
Unit-based compensation	5
Net income	141
Balance, March 31, 2023	1,000
Cash distributions to unitholders	(92)
Unit-based compensation	4
Net income	87
Balance, June 30, 2023	999
Cash distributions to unitholders	(91)
Unit-based compensation	4
Other	(4)
Net income	272
Balance, September 30, 2023	$	1,180
Balance, December 31, 2021	$	811
Cash distributions to unitholders	(88)
Unit-based compensation	5
Net income	216
Balance, March 31, 2022	944
Cash distributions to unitholders	(88)
Unit-based compensation	3
Net income	121
Balance, June 30, 2022	980
Cash distributions to unitholders	(89)
Unit-based compensation	4
Net income	83
Balance, September 30, 2022	$	978

The accompanying notes are an integral part of these consolidated financial statements.

5

SUNOCO LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in millions)

(unaudited)

	Nine Months Ended September 30,
	2023		2022
OPERATING ACTIVITIES:
Net income	$	500	$	420
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	141		151
Amortization of deferred financing fees	6		3
Gain on disposal of assets	(8)		(8)
Non-cash unit-based compensation expense	13		12
Deferred income tax	8		38
Inventory valuation adjustment	(113)		(81)
Equity in earnings of unconsolidated affiliates	(4)		(3)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	(255)		(165)
Receivables from affiliates	5		2
Inventories, net	25		(53)
Other assets	4		(36)
Accounts payable	64		292
Accounts payable to affiliates	5		51
Accrued expenses and other current liabilities	40		20
Other non-current liabilities	(15)		(3)
Net cash provided by operating activities	416		640
INVESTING ACTIVITIES:
Capital expenditures	(132)		(97)
Cash paid for acquisitions	(111)		(252)
Distributions from unconsolidated affiliates in excess of cumulative earnings	7		5
Proceeds from disposal of property and equipment	25		18
Other	(2)		—
Net cash used in investing activities	(213)		(326)
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt	500		—
Payments on long-term debt	—		(1)
Revolving credit facility borrowings	2,625		2,995
Revolving credit facility repayments	(2,878)		(2,872)
Loan origination costs	(5)		—
Distributions to unitholders	(271)		(265)
Net cash used in financing activities	(29)		(143)
Net increase in cash and cash equivalents	174		171
Cash and cash equivalents, beginning of period	82		25
Cash and cash equivalents, end of period	$	256	$	196
Supplemental disclosure of non-cash investing activities:
Change in note payable to affiliate	$	2	$	(6)

The accompanying notes are an integral part of these consolidated financial statements.

6

SUNOCO LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular dollar amounts, except per unit data, are in millions)

(unaudited)

1.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 September 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. 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.

2.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 September 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 $73 million and $76 million for the three months ended September 30, 2023 and 2022, respectively, and $209 million and $219 million for the nine months ended September 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.

3.Acquisition

On 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.

7

4.Accounts Receivable, net

Accounts receivable, net, consisted of the following:

	September 30, 2023		December 31, 2022
Accounts receivable, trade	$	984	$	755
Credit card receivables	99		81
Other receivables	66		56
Allowance for expected credit losses	(4)		(2)
Accounts receivable, net	$	1,145	$	890

5.Inventories, net 

Fuel inventories are stated at the lower of cost or market using the last-in-first-out (“LIFO”) method. As of September 30, 2023 and December 31, 2022, the Partnership’s fuel inventory balance included lower of cost or market reserves of $3 million and $116 million, respectively. For the three and nine months ended September 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 September 30, 2023 and 2022, the Partnership's cost of sales included favorable inventory adjustments of $141 million and unfavorable inventory adjustments of $40 million, respectively. For the nine months ended September 30, 2023 and 2022, the Partnership's cost of sales included favorable inventory adjustments of $113 million and favorable inventory adjustments of $81 million, respectively.

Inventories, net, consisted of the following:

	September 30, 2023		December 31, 2022
Fuel	$	896	$	809
Other	13		12
Inventories, net	$	909	$	821

6.Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	September 30, 2023		December 31, 2022
Wage and other employee-related accrued expenses	$	30	$	35
Accrued tax expense	177		164
Accrued insurance	28		32
Accrued interest expense	53		31
Dealer deposits	23		21
Accrued environmental expense	6		6
Other	33		21
Total	$	350	$	310

8

7.Long-Term Debt 

Long-term debt consisted of the following:

	September 30, 2023		December 31, 2022
Revolving credit facility	$	647	$	900
6.000% Senior Notes due 2027	600		600
5.875% Senior Notes due 2028	400		400
7.000% Senior Notes due 2028	500		—
4.500% Senior Notes due 2029	800		800
4.500% Senior Notes due 2030	800		800
Lease-related financing obligations	94		94
Total debt	3,841		3,594
Less: debt issuance costs	25		23
Long-term debt, net	$	3,816	$	3,571

2023 Private Offering of Senior Notes

On September 20, 2023, we and Sunoco Finance Corp. (together, the “2028 Notes Issuers”) completed a private offering of $500 million in aggregate principal amount of 7.000% senior notes due 2028 (the “2028 Notes”).

The terms of the 2028 Notes are governed by an indenture dated September 20, 2023, among the 2028 Notes Issuers, certain subsidiaries of the Partnership (the“2028 Notes Guarantors”) and U.S. Bank Trust Company, National Association, as trustee. The 2028 Notes will mature on September 15, 2028 and interest on the 2028 Notes is payable semi-annually on March 15 and September 15 of each year, commencing March 15, 2024. The 2028 Notes are senior unsecured obligations of the 2028 Notes Issuers and are guaranteed on a senior unsecured basis by all of the Partnership’s current subsidiaries (other than Sunoco Finance Corp.) that guarantee its obligations under the revolving credit facility and certain of its future subsidiaries. The 2028 Notes and related guarantees are unsecured and rank equally with all of the 2028 Notes Issuers’ and each 2028 Notes Guarantor’s existing and future senior obligations. The 2028 Notes and related guarantees are effectively subordinated to the 2028 Notes Issuers’ and each 2028 Notes Guarantor’s secured obligations, including obligations under the revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2028 Notes.

The Partnership used the proceeds from the private offering to repay a portion of the outstanding borrowings under our revolving credit facility.

Revolving Credit Facility

As of September 30, 2023, the balance on our revolving credit facility was $647 million, and $6 million standby letters of credit were outstanding. The unused availability on the revolving credit facility at September 30, 2023 was $847 million. The weighted average interest rate on the total amount outstanding at September 30, 2023 was 7.34%. The Partnership was in compliance with all financial covenants at September 30, 2023.

Fair Value of Debt

The aggregate estimated fair value and carrying amount of our consolidated debt obligations as of September 30, 2023 were $3.6 billion and $3.8 billion, respectively. As of December 31, 2022, the aggregate fair value and carrying amount of our consolidated debt obligations were $3.4 billion and $3.6 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.

8.Other Non-Current Liabilities

Other non-current liabilities consisted of the following:

	September 30, 2023		December 31, 2022
Asset retirement obligations	$	83	$	81
Accrued environmental expense, long-term	13		12
Other	19		18
Total	$	115	$	111

9

9.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 $126 million and $129 million as of September 30, 2023 and December 31, 2022, respectively. In addition, we recorded income on the unconsolidated joint venture of $1 million for each of the three months ended September 30, 2023 and 2022, and $4 million and $3 million for the nine months ended September 30, 2023 and 2022, respectively.

Summary of Transactions

Related party transactions for the three months ended September 30, 2023 and 2022 were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Motor fuel sales to affiliates	$	6	$	16	$	34	$	44
Bulk fuel purchases from affiliates	415		458		1,297		1,701

Significant affiliate balances included on the consolidated balance sheets were as follows:

•Accounts receivable from affiliates were $10 million and $15 million as of September 30, 2023 and December 31, 2022, respectively, which were primarily related to motor fuel sales to affiliates.

•Accounts payable to affiliates were $114 million and $109 million as of September 30, 2023 and December 31, 2022, respectively, which were attributable to operational expenses and bulk fuel purchases.

•Advances from affiliates were $104 million and $116 million as of September 30, 2023 and December 31, 2022, respectively, which were related to treasury services agreements with Energy Transfer.

10.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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Fuel Distribution and Marketing Segment
Distributor	$	2,704	$	2,757	$	7,471	$	8,510
Dealer	1,121		1,211		3,078		3,692
Unbranded wholesale	1,793		1,859		4,920		5,315
Commission agent	382		443		1,085		1,361
Non-motor fuel sales	45		29		109		111
Lease income	35		35		104		99
Total	6,080		6,334		16,767		19,088
All Other Segment
Motor fuel	173		198		465		545
Non-motor fuel sales	64		61		186		171
Lease income	3		1		9		7
Total	240		260		660		723
Total revenue	$	6,320	$	6,594	$	17,427	$	19,811

10

Contract Balances with Customers

The balances of the Partnership’s contract assets and contract liabilities as of September 30, 2023 and December 31, 2022 were as follows:

	September 30, 2023		December 31, 2022
Contract assets	$	239	$	200
Accounts receivable from contracts with customers	1,079		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 $6 million for the three months ended September 30, 2023 and 2022, respectively, and $20 million and $16 million for the nine months ended September 30, 2023 and 2022, respectively.

11.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:

	September 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	6	%	6	%
Finance leases	4	%	4	%

	Nine Months Ended September 30,
Other information	2023		2022
Cash paid for amount included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(35)	$	(37)
Operating cash flows from finance leases	(3)		—
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		16

11

Maturity of lease liabilities (as of September 30, 2023)	Operating leases		Finance leases		Total
2023 (remainder)	$	21	$	—	$	21
2024	75		—		75
2025	74		—		74
2026	68		—		68
2027	66		—		66
Thereafter	1,014		15		1,029
Total lease payments	1,318		15		1,333
Less: interest	783		6		789
Present value of lease liabilities	$	535	$	9	$	544

12.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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Income tax expense at statutory federal rate	$	60	$	21	$	111	$	95
Partnership earnings not subject to tax	(51)		(6)		(90)		(72)
State and local tax, net of federal benefit	2		4		6		7
Net income tax expense	$	11	$	19	$	27	$	30

13.Equity

As of September 30, 2023, Energy Transfer and its subsidiaries owned 28,463,967 of our common units and the public owned 55,601,132 of our common units. As of September 30, 2023, two of 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 nine months ended September 30, 2023 was as follows: 

	Number of Units
Number of common units at December 31, 2022	84,054,765
Phantom units vested	10,334
Number of common units at September 30, 2023	84,065,099

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
February 21, 2023	$	0.8255	$	70	$	18
May 22, 2023	0.8420		71		19
August 21, 2023	0.8420		71		19
November 20, 2023	0.8420		71		19

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14.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 nine months ended September 30, 2023 and 2022: 

	Three Months Ended September 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	$	6,000	$	173			$	6,173	$	6,270	$	198			$	6,468
Non-motor fuel sales	45		64				109		29		61				90
Lease income	35		3				38		35		1				36
Intersegment sales	129		—		(129)		—		141		—		(141)		—
Total revenue	$	6,209	$	240	$	(129)	$	6,320	$	6,475	$	260	$	(141)	$	6,594
Net income and comprehensive income							$	272							$	83
Depreciation, amortization and accretion							44								55
Interest expense, net							56								49
Income tax expense							11								19
Non-cash unit-based compensation expense							4								4
(Gain) loss on disposal of assets							4								(3)
Unrealized (gain) loss on commodity derivatives							(1)								23
Inventory adjustments							(141)								40
Equity in earnings of unconsolidated affiliates							(1)								(1)
Adjusted EBITDA related to unconsolidated affiliates							2								2
Other non-cash adjustments							7								5
Adjusted EBITDA	$	226	$	31			$	257	$	250	$	26			$	276
Capital expenditures	$	25	$	20			$	45	$	32	$	10			$	42
Total assets as of September 30, 2023 and December 31, 2022, respectively	$	6,238	$	1,129			$	7,367	$	5,727	$	1,103			$	6,830

13

	Nine Months Ended September 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	$	16,554	$	465			$	17,019	$	18,878	$	545			$	19,423
Non motor fuel sales	109		186				295		111		171				282
Lease income	104		9				113		99		7				106
Intersegment sales	340		—		(340)		—		419		—		(419)		—
Total revenue	$	17,107	$	660	$	(340)	$	17,427	$	19,507	$	723	$	(419)	$	19,811
Net income and comprehensive income							$	500							$	420
Depreciation, amortization and accretion							141								151
Interest expense, net							162								135
Income tax expense							27								30
Non-cash unit-based compensation expense							13								12
Gain on disposal of assets							(8)								(8)
Unrealized (gain) loss on commodity derivatives							(11)								3
Inventory adjustments							(113)								(81)
Equity in earnings of unconsolidated affiliate							(4)								(3)
Adjusted EBITDA related to unconsolidated affiliate							8								7
Other non-cash adjustments							13								15
Adjusted EBITDA	$	643	$	85			$	728	$	624	$	57			$	681
Capital expenditures	$	81	$	51			$	132	$	78	$	19			$	97
Total assets as of September 30, 2023 and December 31, 2022, respectively	$	6,238	$	1,129			$	7,367	$	5,727	$	1,103			$	6,830

15.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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income and comprehensive income	$	272	$	83	$	500	$	420
Less:
Incentive distribution rights	19		18		58		54
Distributions on non-vested phantom unit awards	2		2		5		5
Common unitholders’ interest in net income	$	251	$	63	$	437	$	361
Weighted average common units outstanding:
Basic	84,064,445		83,763,064		84,061,363		83,728,153
Dilutive effect of non-vested phantom unit awards	1,068,288		1,067,973		975,926		1,041,373
Diluted	85,132,733		84,831,037		85,037,289		84,769,526
Net income per common unit:
Basic	$	2.99	$	0.76	$	5.20	$	4.32
Diluted	$	2.95	$	0.75	$	5.14	$	4.27

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular dollar amounts, except per gallon data, are in millions)

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and notes to consolidated financial statements included elsewhere in this report. Additional discussion and analysis related to the Partnership is contained in our Annual Report on Form 10-K, including the audited consolidated financial statements for the fiscal year ended December 31, 2022 included therein.

Adjusted EBITDA is a non-GAAP financial measure of performance that has limitations and should not be considered as a substitute for net income or other GAAP measures. Please see “Key Measures Used to Evaluate and Assess Our Business” below for a discussion of our use of Adjusted EBITDA in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a reconciliation to net income for the periods presented.

Cautionary Statement Regarding Forward-Looking Statements

Some of the information in this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Statements using words such as “believe,” “plan,” “expect,” “anticipate,” “intend,” “forecast,” “assume,” “estimate,” “continue,” “position,” “predict,” “project,” “goal,” “strategy,” “budget,” “potential,” “will” and other similar words or phrases are used to help identify forward-looking statements, although not all forward-looking statements contain such identifying words. Descriptions of our objectives, goals, targets, plans, strategies, costs, anticipated capital expenditures, expected cost savings and benefits are also forward-looking statements. These forward-looking statements are based on our current plans and expectations and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements, including:

•our ability to make, complete and integrate acquisitions from affiliates or third-parties;

•business strategy and operations of Energy Transfer LP ("Energy Transfer") and its conflicts of interest with us;

•changes in the price of and demand for the motor fuel that we distribute and our ability to appropriately hedge any motor fuel we hold in inventory;

•our dependence on limited principal suppliers;

•competition in the wholesale motor fuel distribution and retail store industry;

•changing customer preferences for alternate fuel sources or improvement in fuel efficiency;

•volatility of fuel prices or a prolonged period of low fuel prices and the effects of actions by, or disputes among or between, oil producing countries with respect to matters related to the price or production of oil;

•impacts of world health events, escalating global trade tensions and the conflict between Russia and Ukraine and resulting expansion of sanctions and trade restrictions;

•any acceleration of the domestic and/or international transition to a low carbon economy as a result of the Inflation Reduction Act of 2022 or otherwise;

•the possibility of cyber and malware attacks;

•changes in our credit rating, as assigned by rating agencies;

•a deterioration in the credit and/or capital markets, including as a result of recent increases in cost of capital resulting from Federal Reserve policies and changes in financial institutions’ policies or practices concerning businesses linked to fossil fuels;

•general economic conditions, including sustained periods of inflation, supply chain disruptions and associated central bank monetary policies;

•environmental, tax and other federal, state and local laws and regulations;

•the fact that we are not fully insured against all risks incident to our business;

•dangers inherent in the storage and transportation of motor fuel;

•our ability to manage growth and/or control costs;

•our reliance on senior management, supplier trade credit and information technology; and

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•our partnership structure, which may create conflicts of interest between us and Sunoco GP LLC (our “General Partner”), and its affiliates, and limits the fiduciary duties of our General Partner and its affiliates.

All forward-looking statements, express or implied, are expressly qualified in their entirety by the foregoing cautionary statements.

Many of the foregoing risks and uncertainties are, and will be, heightened by any further worsening of the global business and economic environment. New factors that could impact forward-looking statements emerge from time to time, and it is not possible for us to predict all such factors. Should one or more of the risks or uncertainties described or referenced in this Quarterly Report on Form 10-Q or our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 17, 2023 occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements.

You should not put undue reliance on any forward-looking statements. When considering forward-looking statements, please review the risks described or referenced under the heading “Item 1A. Risk Factors” herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 17, 2023. The list of factors that could affect future performance and the accuracy of forward-looking statements is illustrative but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. The forward-looking statements included in this report are based on, and include, our estimates as of the filing of this report. We anticipate that subsequent events and market developments will cause our estimates to change. However, we specifically disclaim any obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q, except as required by law, even if new information becomes available in the future.

In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our structure as a limited partnership, our industry and our company could materially impact our future performance and results of operations.

Overview

As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the terms “Partnership,” “we,” “us,” or “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 primarily engaged in the distribution of motor fuels to independent dealers, distributors and other customers and the distribution of motor fuels to end customers at retail sites operated by commission agents. We also receive rental income through the leasing or subleasing of real estate used in the retail distribution of motor fuels. As of September 30, 2023, we operated 75 retail stores located in Hawaii and New Jersey. In addition to distributing motor fuel, we also distribute other petroleum products such as propane and lubricating oil.

We purchase motor fuel primarily from independent refiners and major oil companies and distribute it across more than 40 states and territories throughout the East Coast, Midwest, South Central and Southeast regions of the United States, as well as Hawaii and Puerto Rico, to:

•75 company-owned and operated retail stores;

•488 independently operated commission agent locations where we sell motor fuel to retail customers under commission arrangements with such operators;

•6,892 retail stores operated by independent operators, which we refer to as “dealers” or “distributors,” pursuant to long-term distribution agreements; and

•approximately 1,500 other commercial customers, including unbranded retail stores, other fuel distributors, school districts, municipalities and other industrial customers.

Recent Developments

On September 20, 2023, we completed a private offering of $500 million in aggregate principal amount of 7.000% senior notes due 2028. We used the proceeds from the private offering to repay a portion of the outstanding borrowings under our revolving credit facility.

On 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.

16

Key Measures Used to Evaluate and Assess Our Business

Management uses a variety of financial measurements to analyze business performance, including the following key measures:

•Motor fuel gallons sold. One of the primary drivers of our business is the total volume of motor fuel sold through our channels. Fuel distribution contracts with our customers generally provide that we distribute motor fuel at a fixed, volume-based profit margin or at an agreed upon level of price support. As a result, profit is directly tied to the volume of motor fuel that we distribute. Total motor fuel profit dollars earned from the product of profit per gallon and motor fuel gallons sold are used by management to evaluate business performance.

•Profit per gallon. Profit per gallon is calculated as the profit on motor fuel (excluding non-cash inventory adjustments as described under "Adjusted EBITDA" below) divided by the number of gallons sold, and is typically expressed as cents per gallon. Our profit per gallon varies amongst our third-party relationships and is impacted by the availability of certain discounts and rebates from suppliers. Retail profit per gallon is heavily impacted by volatile pricing and intense competition from retail stores, supermarkets, club stores and other retail formats, which varies based on the market.

•Adjusted EBITDA. Adjusted EBITDA, as used throughout this document, is defined as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense, allocated non-cash unit-based compensation expense, unrealized gains and losses on commodity derivatives and inventory adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations, such as gain or loss on disposal of assets and non-cash impairment charges. 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.

Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP, read “Key Operating Metrics and Results of Operations” below.

We believe Adjusted EBITDA is useful to investors in evaluating our operating performance because:

•Adjusted EBITDA is used as a performance measure under our revolving credit facility;

•securities analysts and other interested parties use Adjusted EBITDA as a measure of financial performance; and

•our management uses Adjusted EBITDA for internal planning purposes, including aspects of our consolidated operating budget and capital expenditures.

Adjusted EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income as a measure of operating performance. Adjusted EBITDA has limitations as an analytical tool, and one should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

•it does not reflect interest expense or the cash requirements necessary to service interest or principal payments on our revolving credit facility or senior notes;

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and

•as not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Adjusted EBITDA reflects amounts for the unconsolidated affiliates based on the same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliates as those excluded from the calculation of Adjusted EBITDA, such as interest, taxes, depreciation, depletion, amortization and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates. The use of Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly.

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Results of Operations

The following information is intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting our future performance.

Three Months Ended September 30, 2023 compared to Three Months Ended September 30, 2022

The following table sets forth, for the periods indicated, information concerning key measures we rely on to gauge our operating performance:

	Three Months Ended September 30,
	2023							2022
	Fuel Distribution and Marketing		All Other		Total			Fuel Distribution and Marketing		All Other		Total
Revenues:
Motor fuel sales	$	6,000	$	173	$	6,173		$	6,270	$	198	$	6,468
Non-motor fuel sales	45		64		109			29		61		90
Lease income	35		3		38			35		1		36
Total revenues	$	6,080	$	240	$	6,320		$	6,334	$	260	$	6,594
Cost of sales:
Motor fuel sales	$	5,593	$	162	$	5,755		$	6,062	$	170	$	6,232
Non-motor fuel sales	13		25		38			2		27		29
Lease	—		—		—			—		—		—
Total cost of sales	$	5,606	$	187	$	5,793		$	6,064	$	197	$	6,261
Net income and comprehensive income					$	272						$	83
Adjusted EBITDA (1)	$	226	$	31	$	257		$	250	$	26	$	276
Operating data:
Motor fuel gallons sold					2,124							1,986
Motor fuel profit cents per gallon (2)					13.0		¢					13.9		¢

________________________________

(1)    We define Adjusted EBITDA, which is a non-GAAP financial measure, as described above under “Key Measures Used to Evaluate and Assess Our Business.”

(2)    Excludes the impact of inventory adjustments consistent with the definition of Adjusted EBITDA.

The Partnership’s results of operations are discussed on a consolidated basis below. Those results are primarily driven by the fuel distribution and marketing segment, which is the Partnership’s only significant segment. To the extent that results of operations are significantly impacted by discrete items or activities within the all other segment, such impacts are specifically attributed to the all other segment in the discussion and analysis below.

In the discussion below, the analysis of the Partnership’s primary revenue generating activities are discussed in the analysis of Adjusted EBITDA, and other significant items impacting net income are analyzed separately.

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The following table presents a reconciliation of net income to Adjusted EBITDA for the three months ended September 30, 2023 and 2022:

	Three Months Ended September 30,
	2023		2022		Change
Net income and comprehensive income	$	272	$	83	$	189
Depreciation, amortization and accretion	44		55		(11)
Interest expense, net	56		49		7
Non-cash unit-based compensation expense	4		4		—
(Gain) loss on disposal of assets	4		(3)		7
Unrealized (gain) loss on commodity derivatives	(1)		23		(24)
Inventory adjustments	(141)		40		(181)
Equity in earnings of unconsolidated affiliates	(1)		(1)		—
Adjusted EBITDA related to unconsolidated affiliates	2		2		—
Other non-cash adjustments	7		5		2
Income tax expense	11		19		(8)
Adjusted EBITDA	$	257	$	276	$	(19)

The following discussion compares the results of operations for the three months ended September 30, 2023 and 2022.

Net Income and Comprehensive Income. For the three months ended September 30, 2023 compared to the same period last year, net income and comprehensive income increased primarily due to the impacts of favorable inventory adjustments in the current period, as discussed further below.

Adjusted EBITDA. For the three months ended September 30, 2023 compared to the same period last year, Adjusted EBITDA decreased primarily due to the net impacts of the following:

•a decrease in the profit on motor fuel sales of $22 million primarily due to a 7% decrease in profit per gallon sold, partially offset by an increase in gallons sold; and

•an increase in operating costs of $10 million, including other operating expense, general and administrative expense and lease expense, primarily due to higher costs as a result of acquisitions of refined product terminals and the transmix processing and terminal facility; partially offset by

•an increase in non-motor fuel sales and lease profit of $12 million primarily due to increased throughput and storage margin from the Gladieux and Zenith acquisitions and increased rental income.

Interest Expense, net. For the three months ended September 30, 2023 compared to the same period last year, interest expense increased primarily due to higher interest rates on floating rate debt.

(Gain) Loss on Disposal of Assets. Gains on disposal of assets reflect the difference between the net book value of disposed assets and the proceeds received upon disposal of those assets. For the three months ended September 30, 2023 and 2022, proceeds from disposals of property and equipment were $4 million and $7 million, respectively.

Unrealized (Gain) Loss on Commodity Derivatives. The unrealized gains and losses on our commodity derivatives represent the changes in fair value of our commodity derivatives. The change in unrealized gains and losses between periods is impacted by the notional amounts and commodity price changes on our commodity derivatives. Additional information on commodity derivatives is included in “Item 3. Quantitative and Qualitative Disclosures about Market Risk” below.

Inventory Adjustments. Inventory adjustments represent changes in lower of cost or market reserves using the last-in-first-out ("LIFO") method on the Partnership’s inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period. For the three months ended September 30, 2023, an increase in fuel prices reduced the lower of cost or market reserve requirements for the period by a net of $141 million, resulting in a favorable impact to net income. For the three months ended September 30, 2022, a decrease in fuel prices increased lower of cost or market reserve requirements for the period by a net of $40 million, resulting in an unfavorable impact to net income.

Income Tax Expense. For the three months ended September 30, 2023 compared to the same period last year, income tax expense decreased primarily due to lower earnings from the Partnership's consolidated corporate subsidiaries.

19

Nine Months Ended September 30, 2023 compared to Nine Months Ended September 30, 2022

The following table sets forth, for the periods indicated, information concerning key measures we rely on to gauge our operating performance:

	Nine Months Ended September 30,
	2023							2022
	Fuel Distribution and Marketing		All Other		Total			Fuel Distribution and Marketing		All Other		Total
	(dollars and gallons in millions, except gross profit per gallon)
Revenues:
Motor fuel sales	$	16,554	$	465	$	17,019		$	18,878	$	545	$	19,423
Non motor fuel sales	109		186		295			111		171		282
Lease income	104		9		113			99		7		106
Total revenues	$	16,767	$	660	$	17,427		$	19,088	$	723	$	19,811
Cost of sales:
Motor fuel sales	$	15,683	$	432	$	16,115		$	18,108	$	495	$	18,603
Non motor fuel sales	20		76		96			24		76		100
Lease	—		—		—			—		—		—
Total cost of sales	$	15,703	$	508	$	16,211		$	18,132	$	571	$	18,703
Net income and comprehensive income					$	500						$	420
Adjusted EBITDA (1)	$	643	$	85	$	728		$	624	$	57	$	681
Operating data:
Total motor fuel gallons sold					6,140							5,741
Motor fuel gross profit cents per gallon (2)					12.9		¢					12.9		¢

________________________________

(1)    We define Adjusted EBITDA, which is a non-GAAP financial measure, as described above under “Key Measures Used to Evaluate and Assess Our Business.”

(2)    Excludes the impact of inventory adjustments consistent with the definition of Adjusted EBITDA.

The Partnership’s results of operations are discussed on a consolidated basis below. Those results are primarily driven by the fuel distribution and marketing segment, which is the Partnership’s only significant segment. To the extent that results of operations are significantly impacted by discrete items or activities within the all other segment, such impacts are specifically attributed to the all other segment in the discussion and analysis below.

In the discussion below, the analysis of the Partnership’s primary revenue generating activities are discussed in the analysis of Adjusted EBITDA, and other significant items impacting net income are analyzed separately.

20

The following table presents a reconciliation of net income to Adjusted EBITDA for the nine months ended September 30, 2023 and 2022:

	Nine Months Ended September 30,
	2023		2022		Change
Net income and comprehensive income	$	500	$	420	$	80
Depreciation, amortization and accretion	141		151		(10)
Interest expense, net	162		135		27
Non-cash unit-based compensation expense	13		12		1
Gain on disposal of assets	(8)		(8)		—
Unrealized (gain) loss on commodity derivatives	(11)		3		(14)
Inventory adjustments	(113)		(81)		(32)
Equity in earnings of unconsolidated affiliates	(4)		(3)		(1)
Adjusted EBITDA related to unconsolidated affiliates	8		7		1
Other non-cash adjustments	13		15		(2)
Income tax expense	27		30		(3)
Adjusted EBITDA	$	728	$	681	$	47

The following discussion of results compares the operations for the nine months ended September 30, 2023 and 2022.

Net Income and Comprehensive Income. For the nine months ended September 30, 2023 compared to the same period last year, net income and comprehensive income increased primarily due to the impacts of favorable inventory adjustments in the current period, as discussed further below.

Adjusted EBITDA. For the nine months ended September 30, 2023 compared to the same period last year, Adjusted EBITDA increased primarily due to the net impacts of the following:

•an increase in the gross profit on motor fuel sales of $42 million primarily due to a 6.9% increase in gallons sold; and

•an increase in non-motor fuel sales and lease profit of $24 million primarily due to increased throughput and storage margin from the Gladieux and Zenith acquisitions and increased rental income; partially offset by

•an increase in operating costs of $22 million, including other operating expense, general and administrative expense and lease expense, primarily due to higher costs as a result of acquisitions of refined product terminals and the transmix processing and terminal facility.

Interest Expense. For the nine months ended September 30, 2023 compared to the same period last year, interest expense increased primarily due to higher interest rates on floating rate debt.

Gain on Disposal of Assets. Gain on disposal of assets reflect the difference between the net book value of disposed assets and the proceeds received upon disposal of those assets. For the nine months ended September 30, 2023 and 2022, proceeds from disposals of property and equipment were $25 million and $18 million, respectively.

Unrealized (Gain) Loss on Commodity Derivatives. The unrealized gains and losses on our commodity derivatives represent the changes in fair value of our commodity derivatives. The change in unrealized gains between periods is impacted by the notional amounts and commodity price changes on our commodity derivatives. Additional information on commodity derivatives is included in “Item 3. Quantitative and Qualitative Disclosures about Market Risk” below.

Inventory Adjustments. Inventory adjustments represent changes in lower of cost or market reserves using the last-in-first-out ("LIFO") method on the Partnership’s inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period. For the nine months ended September 30, 2023 and 2022, an increase in fuel prices reduced the lower of cost or market reserve requirements for the periods by a net of $113 million and $81 million, respectively, resulting in a favorable impact to net income.

Income Tax Expense. For the nine months ended September 30, 2023 compared to the same period last year, income tax expense decreased primarily due to lower earnings from the Partnership's consolidated corporate subsidiaries.

21

Liquidity and Capital Resources

Liquidity

Our principal liquidity requirements are to finance current operations, to fund capital expenditures, including acquisitions from time to time, to service our debt and to make distributions. We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our revolving credit facility and the issuance of additional long-term debt or partnership units as appropriate given market conditions. We expect that these sources of funds will be adequate to provide for our short-term and long-term liquidity needs.

Our ability to meet our debt service obligations and other capital requirements, including capital expenditures and acquisitions, will depend on our future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions. In addition, any of the risks described or referenced under the heading “Item 1A. Risk Factors” herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2022 may also significantly impact our liquidity.

As of September 30, 2023, we had $256 million of cash and cash equivalents on hand and borrowing capacity of $847 million on our revolving credit facility. The Partnership was in compliance with all financial covenants at September 30, 2023. Based on our current estimates, we expect to utilize capacity under the revolving credit facility, along with cash from operations, to fund our announced growth capital expenditures and working capital needs for 2023; however, we may issue debt or equity securities prior to that time as we deem prudent to provide liquidity for new capital projects or other partnership purposes.

Cash Flows

    Our cash flows may change in the future due to a number of factors, some of which we cannot control. These factors include regulatory changes, the price of products and services, the demand for such products and services, margin requirements resulting from significant changes in commodity prices, operational risks, the successful integration of our acquisitions and other factors.

Operating Activities

    Changes in cash flows from operating activities between periods primarily result from changes in earnings, excluding the impacts of non-cash items and changes in operating assets and liabilities (net of effects of acquisitions). Non-cash items include recurring non-cash expenses, such as depreciation, amortization and accretion expense and non-cash unit-based compensation expense. Cash flows from operating activities also differ from earnings as a result of non-cash charges that may not be recurring, such as impairment charges. Our daily working capital requirements fluctuate within each month, primarily in response to the timing of payments for motor fuels, motor fuels tax and rent.

Nine months ended September 30, 2023 compared to nine months ended September 30, 2022. Net cash provided by operating activities during 2023 was $416 million compared to $640 million for 2022. The decrease in cash flows provided by operations was primarily due to an decrease in net cash flow from operating assets and liabilities of $235 million.

Investing Activities

    Cash flows from investing activities primarily consist of capital expenditures, cash contributions to unconsolidated affiliates, cash amounts paid for acquisitions and cash proceeds from sale or disposal of assets. Changes in capital expenditures between periods primarily result from increases or decreases in our growth capital expenditures to fund our construction and expansion projects.

Nine months ended September 30, 2023 compared to nine months ended September 30, 2022. Net cash used in investing activities during 2023 was $213 million compared to $326 million for 2022. Capital expenditures for 2023 were $132 million compared to $97 million for 2022. In 2023, we paid $111 million in cash for the acquisition of 16 refined product terminals from Zenith Energy, including working capital. In 2022, we paid a cash deposit of $252 million related to the acquisition of a transmix processing and terminal facility. Distributions from unconsolidated affiliates in excess of cumulative earnings were $7 million and $5 million for 2023 and 2022, respectively. Proceeds from disposal of property and equipment were $25 million and $18 million for 2023 and 2022, respectively.

22

Financing Activities

    Changes in cash flows from financing activities between periods primarily result from changes in the levels of borrowings and equity issuances, which are primarily used to fund our acquisitions and growth capital expenditures. Distributions increase between the periods based on increases in the number of common units outstanding or increases in the distribution rate.

Nine months ended September 30, 2023 compared to nine months ended September 30, 2022. Net cash used in financing activities during 2023 was $29 million compared to $143 million for 2022.

During the nine months ended September 30, 2023, we:

•borrowed $500 million in aggregate principal amount of 7.000% senior notes due 2028;

•borrowed $2.63 billion and repaid $2.88 billion under the revolving credit facility; and

•paid $271 million in distributions to our unitholders, of which $128 million was paid to Energy Transfer.

During the nine months ended September 30, 2022, we:

•borrowed $3.00 billion and repaid $2.87 billion under the revolving credit facility; and

•paid $265 million in distributions to our unitholders, of which $123 million was paid to Energy Transfer.

We intend to pay cash distributions to the holders of our common units and Class C units representing limited partner interests in the Partnership on a quarterly basis, to the extent we have sufficient cash from our operations after establishment of cash reserves and payment of fees and expenses, including payments to our General Partner and its affiliates. Class C unitholders receive distributions at a fixed rate equal to $0.8682 per quarter for each Class C unit outstanding. There is no guarantee that we will pay a distribution on our units. In July 2023, we declared a quarterly distribution of $0.8420 per common unit, which will result in the payment of approximately $71 million to common unitholders and $19 million to the IDR holders. The declared distribution will be paid on November 20, 2023 to unitholders of record on October 30, 2023.

Capital Expenditures

For the nine months ended September 30, 2023, total capital expenditures were $132 million, which included $95 million for growth capital and $37 million for maintenance capital.

We currently expect to spend approximately $65 million in maintenance capital and at least $150 million in growth capital for the full year 2023.

Description of Indebtedness

    As of the dates set forth below, our outstanding consolidated indebtedness was as follows:

	September 30, 2023		December 31, 2022
Revolving credit facility	$	647	$	900
6.000% Senior Notes due 2027	600		600
5.875% Senior Notes due 2028	400		400
7.000% Senior Notes due 2028	500		—
4.500% Senior Notes due 2029	800		800
4.500% Senior Notes due 2030	800		800
Lease-related financing obligations	94		94
Total debt	3,841		3,594
Less: debt issuance costs	25		23
Long-term debt, net	$	3,816	$	3,571

2023 Private Offering of Senior Notes

On September 20, 2023, we completed a private offering of $500 million in aggregate principal amount of 7.000% senior notes due 2028. We used the proceeds from the private offering to repay a portion of the outstanding borrowings under our revolving credit facility.

23

Revolving Credit Facility

As of September 30, 2023, the balance on the revolving credit facility was $647 million, and $6 million standby letters of credit were outstanding. The unused availability on the revolving credit facility at September 30, 2023 was $847 million. The weighted average interest rate on the total amount outstanding at September 30, 2023 was 7.34%. The Partnership was in compliance with all financial covenants at September 30, 2023.

Critical Accounting Estimates

The Partnership's critical accounting estimates are described in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 17, 2023. No significant changes have occurred subsequent to the Form 10-K filing.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We are subject to market risk from exposure to changes in interest rates based on our financing, investing and cash management activities. We had $647 million of outstanding borrowings on the revolving credit facility as of September 30, 2023. The annualized effect of a one percentage point change in floating interest rates on our variable rate debt obligations outstanding at September 30, 2023 would be a $6.5 million change to interest expense. Our primary exposure relates to:

•interest rate risk on short-term borrowings; and

•the impact of interest rate movements on our ability to obtain adequate financing to fund future acquisitions.

While we cannot predict or manage our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, management evaluates our financial position on an ongoing basis. From time to time, we may enter into interest rate swaps to reduce the impact of changes in interest rates on our floating rate debt. We had no interest rate swaps in effect during the first nine months of 2023 or 2022.

Commodity Price Risk

Our subsidiaries hold working inventories of refined petroleum products, renewable fuels, gasoline blendstocks and transmix in storage. As of September 30, 2023, we held approximately $832 million of such inventory. While in storage, volatility in the market price of stored motor fuel could adversely impact the price at which we can later sell the motor fuel. However, we may use futures, forwards and other derivative instruments (collectively, "positions") to hedge a variety of price risks relating to deviations in that inventory from a target base operating level established by management. Derivative instruments utilized consist primarily of exchange-traded futures contracts traded on the New York Mercantile Exchange, Chicago Mercantile Exchange and Intercontinental Exchange as well as over-the-counter transactions (including swap agreements) entered into with established financial institutions and other credit-approved energy companies. Our policy is generally to purchase only products for which there is a market and to structure sales contracts so that price fluctuations do not materially affect profit. While these derivative instruments represent economic hedges, they are not designated as hedges for accounting purposes. We may also engage in controlled trading in accordance with specific parameters set forth in a written risk management policy.

On a consolidated basis, the Partnership had a position of 1.5 million barrels with an aggregate unrealized loss of $0.8 million outstanding at September 30, 2023.

24

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by paragraph (b) of Rule 13a-15 under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective at the reasonable assurance level for which they were designed in that the information required to be disclosed by the Partnership in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission ("SEC") rules and forms and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) or Rule 15d-15(f) of the Exchange Act) during the three months ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

25

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we do not believe that we are party to any litigation that will have a material adverse impact or other legal proceedings required to be reported herein.

Item 1A. Risk Factors

There have been no material changes from the risk factors described in "Part I - Item 1A. Risk Factors" in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 17, 2023.

Item 6. Exhibits

Exhibit No.	Description
3.1	Second Amended and Restated Certificate of Limited Partnership of Sunoco LP, dated as of May 8, 2018 (Incorporated by reference to Exhibit 3.1 of the quarterly report on Form 10-Q (File Number 001-35653) filed by the registrant on May 10, 2018)
3.2	First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP, dated as of September 25, 2012 (Incorporated by reference to Exhibit 3.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on September 25, 2012)
3.3	Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP (Incorporated by reference to Exhibit 3.2 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on October 28, 2014)
3.4	Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (Incorporated by reference to Exhibit 3.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on August 6, 2015)
3.5	Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (Incorporated by reference to Exhibit 3.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on January 5, 2016)
3.6	Amendment No. 4 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (Incorporated by reference to Exhibit 3.2 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on June 8, 2016)
3.7	Amendment No. 5 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (Incorporated by reference to Exhibit 3.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on March 31, 2017)
3.8	Amendment No. 6 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (Incorporated by reference to Exhibit 3.2 of the quarterly report on Form 10-Q (File Number 001-35653) filed by the registrant on May 10, 2018)
3.9	Amendment No. 7 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (Incorporated by reference to Exhibit 3.1 of the quarterly report on Form 10-Q (File Number 001-35653) filed by the registrant on August 8, 2019)
3.10	Certificate of Formation of Susser Petroleum Partners GP LLC, dated as of June 11, 2012 (Incorporated by reference to Exhibit 3.4 of the registration statement on Form S-1 (File Number 333-182276), as amended, originally filed by the registrant on June 22, 2012)
3.11	Certificate of Amendment to the Certificate of Formation of Susser Petroleum Partners GP LLC (Incorporated by reference to Exhibit 3.3 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on October 28, 2014)
3.12	Amended and Restated Limited Liability Company Agreement of Susser Petroleum Partners GP LLC, dated as of September 25, 2012 (Incorporated by reference to Exhibit 3.2 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on September 25, 2012)
3.13	Amendment No. 1 to the Amended and Restated Limited Liability Company Agreement of Susser Petroleum Partners GP LLC (Incorporated by reference to Exhibit 3.4 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on October 28, 2014)
3.14	Amendment No. 2 to the Amended and Restated Limited Liability Company Agreement of Sunoco GP LLC (Incorporated by reference to Exhibit 3.3 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on June 8, 2016)

26

3.15	Amendment No. 3 to the Amended and Restated Limited Liability Company Agreement of Sunoco GP LLC (Incorporated by reference to Exhibit 3.3 of the quarterly report on Form 10-Q (File Number 001-35653) filed by the registrant on May 10, 2018)
4.1	Indenture, dated as of September 20, 2023, by and among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee (Incorporated by reference to Exhibit 4.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on September 20, 2023)
22.1*	List of Guarantor and Issuer Subsidiaries
31.1 *	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
31.2 *	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
32.1 **	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
32.2 **	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
101*	The following financial information from the Partnership’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*	Filed herewith
**	Furnished herewith

27

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	SUNOCO LP
	By	Sunoco GP LLC, its general partner
Date: November 2, 2023	By	/s/ Rick Raymer
		Rick Raymer
		Vice President, Controller and Principal Accounting Officer (In his capacity as principal accounting officer)

28

EX-22.1

Exhibit 22.1

List of Guarantor and Issuer Subsidiaries

The following entities, as of September 30, 2023, were guarantors of the 6.000% senior notes due 2027, 5.875% senior notes due 2028, 7.000% senior notes due 2028, 4.500% senior notes due 2029, and 4.500% senior notes due 2030, each issued by Sunoco LP and Sunoco Finance Corp.

Name of Entity	Jurisdiction of Organization or Formation	SUN Notes
Aloha Petroleum LLC	Delaware	Guarantor
Aloha Petroleum, Ltd.	Hawaii	Guarantor
Sunmarks, LLC	Delaware	Guarantor
Sunoco Midstream LLC (formerly Sunoco Caddo LLC)	Delaware	Guarantor
Sunoco Finance Corp.	Delaware	Co-Issuer
Sunoco, LLC	Delaware	Guarantor
Sunoco NLR LLC	Delaware	Guarantor
Sunoco Refined Products LLC	Delaware	Guarantor
Sunoco Retail LLC	Pennsylvania	Guarantor

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph Kim, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Sunoco LP (the "registrant");

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2023	/s/ Joseph Kim
	Joseph Kim
	President and Chief Executive Officer of Sunoco GP LLC, the general partner of Sunoco LP

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dylan A. Bramhall, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Sunoco LP (the "registrant");

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2023	/s/ Dylan A. Bramhall
	Dylan A. Bramhall
	Chief Financial Officer of Sunoco GP LLC, the general partner of Sunoco LP

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Sunoco LP (the “Partnership”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph Kim, as President and Chief Executive Officer of Sunoco GP LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: November 2, 2023	/s/ Joseph Kim
	Joseph Kim
	President and Chief Executive Officer of Sunoco GP LLC, the general partner of Sunoco LP

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Sunoco LP (the “Partnership”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dylan A. Bramhall, as Chief Financial Officer of Sunoco GP LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: November 2, 2023	/s/ Dylan A. Bramhall
	Dylan A. Bramhall
	Chief Financial Officer of Sunoco GP LLC, the general partner of Sunoco LP

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Oct. 27, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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	Q3
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

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 256	$ 82
Accounts receivable, net	1,145	890
Inventories, net	909	821
Other current assets	162	175
Total current assets	2,482	1,983
Property and equipment	2,924	2,796
Accumulated depreciation	(1,103)	(1,036)
Property and equipment, net	1,821	1,760
Other assets:
Finance lease right-of-use assets, net	9	9
Operating lease right-of-use assets, net	509	524
Goodwill	1,599	1,601
Intangible Assets, Net (Excluding Goodwill)	554	588
Other non-current assets	267	236
Investment in unconsolidated affiliates	126	129
Total assets	7,367	6,830
Current liabilities:
Accounts payable	991	966
Accrued expenses and other current liabilities	350	310
Operating lease current liabilities	21	21
Total current liabilities	1,476	1,406
Operating lease non-current liabilities	514	528
Revolving credit facility	647	900
Long-term debt, net	3,169	2,671
Deferred tax liability	162	156
Other non-current liabilities	115	111
Total liabilities	6,187	5,888
Commitments and contingencies (Note 11)
Equity:
Total equity	1,180	942
Total liabilities and equity	7,367	6,830
Related Party
Current assets:
Accounts receivable, net	10	15
Current liabilities:
Accounts payable	114	109
Other Liabilities	104	116
Common Units [Member]
Equity:
Total equity	1,180	942
Class C Units [Member]
Equity:
Total equity	$ 0	$ 0

XML

Consolidated Balance Sheets (Parenthetical)	Sep. 30, 2023 shares
Common Units [Member]
Equity:
Limited Partners' Capital Account, Units Outstanding	84,065,099
Class C Units [Member]
Equity:
Limited Partners' Capital Account, Units Issued	16,410,780

XML

Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
REVENUES:
Revenues	$ 6,320	$ 6,594	$ 17,427	$ 19,811
COST OF SALES AND OPERATING EXPENSES:
Cost of sales	5,793	6,261	16,211	18,703
General and administrative	30	29	92	86
Other operating	93	86	262	250
Lease expense	18	16	51	47
Gain on disposal of assets	4	(3)	(8)	(8)
Depreciation, amortization and accretion	44	55	141	151
Total cost of sales and operating expenses	5,982	6,444	16,749	19,229
OPERATING INCOME	338	150	678	582
Interest expense, net	(56)	(49)	(162)	(135)
Equity in earnings of unconsolidated affiliates	1	1	4	3
INCOME BEFORE INCOME TAXES	283	102	527	450
Income tax expense	11	19	27	30
NET INCOME AND COMPREHENSIVE INCOME	$ 272	$ 83	$ 500	$ 420
Net income (loss) per common unit:
Basic	$ 2.99	$ 0.76	$ 5.20	$ 4.32
Diluted	2.95	0.75	5.14	4.27
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:
Cash distributions per unit	$ 0.8420	$ 0.8255	$ 2.5260	$ 2.4765
Other income, net	$ 0	$ 0	$ 7	$ 0
Common Units [Member]
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:
Basic	84,064,445	83,763,064	84,061,363	83,728,153
Diluted	85,132,733	84,831,037	85,037,289	84,769,526
Motor Fuel Sales [Member]
REVENUES:
Revenues	$ 6,173	$ 6,468	$ 17,019	$ 19,423
Non Motor Fuel Sales [Member]
REVENUES:
Revenues	109	90	295	282
Lease Income [Member]
REVENUES:
Revenues	$ 38	$ 36	$ 113	$ 106

XML

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)	420
Ending balance at Sep. 30, 2022	978
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
Cash distributions to unitholders	(89)
Unit-based compensation	4
Partnership net income (loss)	83
Ending balance at Sep. 30, 2022	978
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)	500
Ending balance at Sep. 30, 2023	1,180
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
Cash distributions to unitholders	(91)
Unit-based compensation	4
Other Partners' Capital	(4)
Partnership net income (loss)	272
Ending balance at Sep. 30, 2023	$ 1,180

XML

Consolidated Statements of Cash Flows - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
OPERATING ACTIVITIES:
Net income and comprehensive income	$ 500	$ 420
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	141	151
Amortization of deferred financing fees	6	3
Gain on disposal of assets	(8)	(8)
Non-cash unit-based compensation expense	13	12
Deferred income tax	(8)	(38)
Inventory valuation adjustment	(113)	(81)
Equity in earnings of unconsolidated affiliates	(4)	(3)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	(255)	(165)
Receivables from affiliates	5	2
Inventories, net	25	(53)
Other assets	4	(36)
Accounts payable	64	292
Accounts payable to affiliates	5	51
Accrued expenses and other current liabilities	40	20
Other non-current liabilities	(15)	(3)
Net cash provided by operating activities	416	640
INVESTING ACTIVITIES:
Capital expenditures	(132)	(97)
Cash paid for acquisitions	(111)	(252)
Distributions from unconsolidated affiliates in excess of cumulative earnings	7	5
Proceeds from disposal of property and equipment	25	18
Cash Acquired from Acquisition	(2)	0
Net cash used in investing activities	(213)	(326)
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt	500	0
Payments on long-term debt	0	(1)
Revolving credit facility borrowings	2,625	2,995
Revolving credit facility repayments	(2,878)	(2,872)
Payments of Debt Issuance Costs	(5)	0
Distributions to unitholders	(271)	(265)
Net cash used in financing activities	(29)	(143)
Net increase in cash and cash equivalents	174	171
Cash and cash equivalents, beginning of period	82	25
Cash and cash equivalents, end of period	256	196
Supplemental disclosure of non-cash investing activities:
Change in note payable to affiliate	$ 2	$ (6)

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Organization and Principles of Consolidation

9 Months Ended

Sep. 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 September 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. 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.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 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 September 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 $73 million and $76 million for the three months ended September 30, 2023 and 2022, respectively, and $209 million and $219 million for the nine months ended September 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.

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Business Combinations and Asset Acquisitions	9 Months Ended
	Sep. 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.

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Accounts Receivable, net

9 Months Ended

Sep. 30, 2023

Accounts Receivable, after Allowance for Credit Loss [Abstract]

Accounts Receivable, net

Accounts Receivable, net

Accounts receivable, net, consisted of the following:

	September 30, 2023		December 31, 2022
Accounts receivable, trade	$	984	$	755
Credit card receivables	99		81
Other receivables	66		56
Allowance for expected credit losses	(4)		(2)
Accounts receivable, net	$	1,145	$	890

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Inventories, net

9 Months Ended

Sep. 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 September 30, 2023 and December 31, 2022, the Partnership’s fuel inventory balance included lower of cost or market reserves of $3 million and $116 million, respectively. For the three and nine months ended September 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 September 30, 2023 and 2022, the Partnership's cost of sales included favorable inventory adjustments of $141 million and unfavorable inventory adjustments of $40 million, respectively. For the nine months ended September 30, 2023 and 2022, the Partnership's cost of sales included favorable inventory adjustments of $113 million and favorable inventory adjustments of $81 million, respectively.

Inventories, net, consisted of the following:

	September 30, 2023		December 31, 2022
Fuel	$	896	$	809
Other	13		12
Inventories, net	$	909	$	821

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Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 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:

	September 30, 2023		December 31, 2022
Wage and other employee-related accrued expenses	$	30	$	35
Accrued tax expense	177		164
Accrued insurance	28		32
Accrued interest expense	53		31
Dealer deposits	23		21
Accrued environmental expense	6		6
Other	33		21
Total	$	350	$	310

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Long-Term Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt 

Long-term debt consisted of the following:

	September 30, 2023		December 31, 2022
Revolving credit facility	$	647	$	900
6.000% Senior Notes due 2027	600		600
5.875% Senior Notes due 2028	400		400
7.000% Senior Notes due 2028	500		—
4.500% Senior Notes due 2029	800		800
4.500% Senior Notes due 2030	800		800
Lease-related financing obligations	94		94
Total debt	3,841		3,594
Less: debt issuance costs	25		23
Long-term debt, net	$	3,816	$	3,571

2023 Private Offering of Senior Notes

On September 20, 2023, we and Sunoco Finance Corp. (together, the “2028 Notes Issuers”) completed a private offering of $500 million in aggregate principal amount of 7.000% senior notes due 2028 (the “2028 Notes”).

The terms of the 2028 Notes are governed by an indenture dated September 20, 2023, among the 2028 Notes Issuers, certain subsidiaries of the Partnership (the“2028 Notes Guarantors”) and U.S. Bank Trust Company, National Association, as trustee. The 2028 Notes will mature on September 15, 2028 and interest on the 2028 Notes is payable semi-annually on March 15 and September 15 of each year, commencing March 15, 2024. The 2028 Notes are senior unsecured obligations of the 2028 Notes Issuers and are guaranteed on a senior unsecured basis by all of the Partnership’s current subsidiaries (other than Sunoco Finance Corp.) that guarantee its obligations under the revolving credit facility and certain of its future subsidiaries. The 2028 Notes and related guarantees are unsecured and rank equally with all of the 2028 Notes Issuers’ and each 2028 Notes Guarantor’s existing and future senior obligations. The 2028 Notes and related guarantees are effectively subordinated to the 2028 Notes Issuers’ and each 2028 Notes Guarantor’s secured obligations, including obligations under the revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2028 Notes.

The Partnership used the proceeds from the private offering to repay a portion of the outstanding borrowings under our revolving credit facility.

Revolving Credit Facility

As of September 30, 2023, the balance on our revolving credit facility was $647 million, and $6 million standby letters of credit were outstanding. The unused availability on the revolving credit facility at September 30, 2023 was $847 million. The weighted average interest rate on the total amount outstanding at September 30, 2023 was 7.34%. The Partnership was in compliance with all financial covenants at September 30, 2023.

Fair Value of Debt

The aggregate estimated fair value and carrying amount of our consolidated debt obligations as of September 30, 2023 were $3.6 billion and $3.8 billion, respectively. As of December 31, 2022, the aggregate fair value and carrying amount of our consolidated debt obligations were $3.4 billion and $3.6 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.

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Other Noncurrent Liabilities (Notes)

9 Months Ended

Sep. 30, 2023

Other Liabilities Disclosure [Abstract]

Other Liabilities Disclosure [Text Block]

Other Non-Current Liabilities

Other non-current liabilities consisted of the following:

	September 30, 2023		December 31, 2022
Asset retirement obligations	$	83	$	81
Accrued environmental expense, long-term	13		12
Other	19		18
Total	$	115	$	111

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Related-Party Transactions

9 Months Ended

Sep. 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 $126 million and $129 million as of September 30, 2023 and December 31, 2022, respectively. In addition, we recorded income on the unconsolidated joint venture of $1 million for each of the three months ended September 30, 2023 and 2022, and $4 million and $3 million for the nine months ended September 30, 2023 and 2022, respectively.

Summary of Transactions

Related party transactions for the three months ended September 30, 2023 and 2022 were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Motor fuel sales to affiliates	$	6	$	16	$	34	$	44
Bulk fuel purchases from affiliates	415		458		1,297		1,701

Significant affiliate balances included on the consolidated balance sheets were as follows:

•Accounts receivable from affiliates were $10 million and $15 million as of September 30, 2023 and December 31, 2022, respectively, which were primarily related to motor fuel sales to affiliates.

•Accounts payable to affiliates were $114 million and $109 million as of September 30, 2023 and December 31, 2022, respectively, which were attributable to operational expenses and bulk fuel purchases.

•Advances from affiliates were $104 million and $116 million as of September 30, 2023 and December 31, 2022, respectively, which were related to treasury services agreements with Energy Transfer.

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Revenue (Notes)

9 Months Ended

Sep. 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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Fuel Distribution and Marketing Segment
Distributor	$	2,704	$	2,757	$	7,471	$	8,510
Dealer	1,121		1,211		3,078		3,692
Unbranded wholesale	1,793		1,859		4,920		5,315
Commission agent	382		443		1,085		1,361
Non-motor fuel sales	45		29		109		111
Lease income	35		35		104		99
Total	6,080		6,334		16,767		19,088
All Other Segment
Motor fuel	173		198		465		545
Non-motor fuel sales	64		61		186		171
Lease income	3		1		9		7
Total	240		260		660		723
Total revenue	$	6,320	$	6,594	$	17,427	$	19,811

Contract Balances with Customers

The balances of the Partnership’s contract assets and contract liabilities as of September 30, 2023 and December 31, 2022 were as follows:

	September 30, 2023		December 31, 2022
Contract assets	$	239	$	200
Accounts receivable from contracts with customers	1,079		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 $6 million for the three months ended September 30, 2023 and 2022, respectively, and $20 million and $16 million for the nine months ended September 30, 2023 and 2022, respectively.

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Commitments And Contingencies

9 Months Ended

Sep. 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:

	September 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	6	%	6	%
Finance leases	4	%	4	%

	Nine Months Ended September 30,
Other information	2023		2022
Cash paid for amount included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(35)	$	(37)
Operating cash flows from finance leases	(3)		—
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		16

Maturity of lease liabilities (as of September 30, 2023)	Operating leases		Finance leases		Total
2023 (remainder)	$	21	$	—	$	21
2024	75		—		75
2025	74		—		74
2026	68		—		68
2027	66		—		66
Thereafter	1,014		15		1,029
Total lease payments	1,318		15		1,333
Less: interest	783		6		789
Present value of lease liabilities	$	535	$	9	$	544

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Income Tax Expense

9 Months Ended

Sep. 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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Income tax expense at statutory federal rate	$	60	$	21	$	111	$	95
Partnership earnings not subject to tax	(51)		(6)		(90)		(72)
State and local tax, net of federal benefit	2		4		6		7
Net income tax expense	$	11	$	19	$	27	$	30

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Partners' Capital

9 Months Ended

Sep. 30, 2023

Partners' Capital [Abstract]

Partners' Capital

As of September 30, 2023, Energy Transfer and its subsidiaries owned 28,463,967 of our common units and the public owned 55,601,132 of our common units. As of September 30, 2023, two of 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 nine months ended September 30, 2023 was as follows: 

	Number of Units
Number of common units at December 31, 2022	84,054,765
Phantom units vested	10,334
Number of common units at September 30, 2023	84,065,099

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
February 21, 2023	$	0.8255	$	70	$	18
May 22, 2023	0.8420		71		19
August 21, 2023	0.8420		71		19
November 20, 2023	0.8420		71		19

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Segment Reporting

9 Months Ended

Sep. 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 nine months ended September 30, 2023 and 2022: 

	Three Months Ended September 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	$	6,000	$	173			$	6,173	$	6,270	$	198			$	6,468
Non-motor fuel sales	45		64				109		29		61				90
Lease income	35		3				38		35		1				36
Intersegment sales	129		—		(129)		—		141		—		(141)		—
Total revenue	$	6,209	$	240	$	(129)	$	6,320	$	6,475	$	260	$	(141)	$	6,594
Net income and comprehensive income							$	272							$	83
Depreciation, amortization and accretion							44								55
Interest expense, net							56								49
Income tax expense							11								19
Non-cash unit-based compensation expense							4								4
(Gain) loss on disposal of assets							4								(3)
Unrealized (gain) loss on commodity derivatives							(1)								23
Inventory adjustments							(141)								40
Equity in earnings of unconsolidated affiliates							(1)								(1)
Adjusted EBITDA related to unconsolidated affiliates							2								2
Other non-cash adjustments							7								5
Adjusted EBITDA	$	226	$	31			$	257	$	250	$	26			$	276
Capital expenditures	$	25	$	20			$	45	$	32	$	10			$	42
Total assets as of September 30, 2023 and December 31, 2022, respectively	$	6,238	$	1,129			$	7,367	$	5,727	$	1,103			$	6,830

	Nine Months Ended September 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	$	16,554	$	465			$	17,019	$	18,878	$	545			$	19,423
Non motor fuel sales	109		186				295		111		171				282
Lease income	104		9				113		99		7				106
Intersegment sales	340		—		(340)		—		419		—		(419)		—
Total revenue	$	17,107	$	660	$	(340)	$	17,427	$	19,507	$	723	$	(419)	$	19,811
Net income and comprehensive income							$	500							$	420
Depreciation, amortization and accretion							141								151
Interest expense, net							162								135
Income tax expense							27								30
Non-cash unit-based compensation expense							13								12
Gain on disposal of assets							(8)								(8)
Unrealized (gain) loss on commodity derivatives							(11)								3
Inventory adjustments							(113)								(81)
Equity in earnings of unconsolidated affiliate							(4)								(3)
Adjusted EBITDA related to unconsolidated affiliate							8								7
Other non-cash adjustments							13								15
Adjusted EBITDA	$	643	$	85			$	728	$	624	$	57			$	681
Capital expenditures	$	81	$	51			$	132	$	78	$	19			$	97
Total assets as of September 30, 2023 and December 31, 2022, respectively	$	6,238	$	1,129			$	7,367	$	5,727	$	1,103			$	6,830

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Net Income per Unit

9 Months Ended

Sep. 30, 2023

Net Income Per Unit [Abstract]

Net Income per Unit

Net Income per Common UnitA reconciliation of the numerators and denominators of the basic and diluted net income per common unit computations is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income and comprehensive income	$	272	$	83	$	500	$	420
Less:
Incentive distribution rights	19		18		58		54
Distributions on non-vested phantom unit awards	2		2		5		5
Common unitholders’ interest in net income	$	251	$	63	$	437	$	361
Weighted average common units outstanding:
Basic	84,064,445		83,763,064		84,061,363		83,728,153
Dilutive effect of non-vested phantom unit awards	1,068,288		1,067,973		975,926		1,041,373
Diluted	85,132,733		84,831,037		85,037,289		84,769,526
Net income per common unit:
Basic	$	2.99	$	0.76	$	5.20	$	4.32
Diluted	$	2.95	$	0.75	$	5.14	$	4.27

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Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ 272	$ 87	$ 141	$ 83	$ 121	$ 216	$ 500	$ 420

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Insider Trading Arrangements	9 Months Ended
	Sep. 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

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Organization and Principles of Consolidation Organization and Principles of Consolidation (Policies)	9 Months Ended
	Sep. 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.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 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 September 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 $73 million and $76 million for the three months ended September 30, 2023 and 2022, respectively, and $209 million and $219 million for the nine months ended September 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.

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Inventory (Policies)	9 Months Ended
	Sep. 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 September 30, 2023 and December 31, 2022, the Partnership’s fuel inventory balance included lower of cost or market reserves of $3 million and $116 million, respectively. For the three and nine months ended September 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 September 30, 2023 and 2022, the Partnership's cost of sales included favorable inventory adjustments of $141 million and unfavorable inventory adjustments of $40 million, respectively. For the nine months ended September 30, 2023 and 2022, the Partnership's cost of sales included favorable inventory adjustments of $113 million and favorable inventory adjustments of $81 million, respectively.

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Revenue from Contract with Customer (Policies)

9 Months Ended

Sep. 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 $6 million for the three months ended September 30, 2023 and 2022, respectively, and $20 million and $16 million for the nine months ended September 30, 2023 and 2022, respectively.

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Accounts Receivable, net (Tables)

9 Months Ended

Sep. 30, 2023

Accounts Receivable, after Allowance for Credit Loss [Abstract]

Schedule of Accounts Receivable

Accounts receivable, net, consisted of the following:

	September 30, 2023		December 31, 2022
Accounts receivable, trade	$	984	$	755
Credit card receivables	99		81
Other receivables	66		56
Allowance for expected credit losses	(4)		(2)
Accounts receivable, net	$	1,145	$	890

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Inventories, net (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories, net, consisted of the following:

	September 30, 2023		December 31, 2022
Fuel	$	896	$	809
Other	13		12
Inventories, net	$	909	$	821

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Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Accrued Expenses And Other Current Liabilities [Abstract]

Schedule of Accrued Liabilities

Accrued expenses and other current liabilities consisted of the following:

	September 30, 2023		December 31, 2022
Wage and other employee-related accrued expenses	$	30	$	35
Accrued tax expense	177		164
Accrued insurance	28		32
Accrued interest expense	53		31
Dealer deposits	23		21
Accrued environmental expense	6		6
Other	33		21
Total	$	350	$	310

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Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:

	September 30, 2023		December 31, 2022
Revolving credit facility	$	647	$	900
6.000% Senior Notes due 2027	600		600
5.875% Senior Notes due 2028	400		400
7.000% Senior Notes due 2028	500		—
4.500% Senior Notes due 2029	800		800
4.500% Senior Notes due 2030	800		800
Lease-related financing obligations	94		94
Total debt	3,841		3,594
Less: debt issuance costs	25		23
Long-term debt, net	$	3,816	$	3,571

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Other Noncurrent Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Other Liabilities Disclosure [Abstract]

Other Noncurrent Liabilities [Table Text Block]

	September 30, 2023		December 31, 2022
Asset retirement obligations	$	83	$	81
Accrued environmental expense, long-term	13		12
Other	19		18
Total	$	115	$	111

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Related-Party Transactions (Tables)

9 Months Ended

Sep. 30, 2023

Related Party Transactions [Abstract]

Schedule of Related Party Transactions [Table Text Block]

Related party transactions for the three months ended September 30, 2023 and 2022 were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Motor fuel sales to affiliates	$	6	$	16	$	34	$	44
Bulk fuel purchases from affiliates	415		458		1,297		1,701

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Revenue (Tables)

9 Months Ended

Sep. 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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Fuel Distribution and Marketing Segment
Distributor	$	2,704	$	2,757	$	7,471	$	8,510
Dealer	1,121		1,211		3,078		3,692
Unbranded wholesale	1,793		1,859		4,920		5,315
Commission agent	382		443		1,085		1,361
Non-motor fuel sales	45		29		109		111
Lease income	35		35		104		99
Total	6,080		6,334		16,767		19,088
All Other Segment
Motor fuel	173		198		465		545
Non-motor fuel sales	64		61		186		171
Lease income	3		1		9		7
Total	240		260		660		723
Total revenue	$	6,320	$	6,594	$	17,427	$	19,811

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 September 30, 2023 and December 31, 2022 were as follows:

	September 30, 2023		December 31, 2022
Contract assets	$	239	$	200
Accounts receivable from contracts with customers	1,079		834
Contract liabilities	—		—

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Commitments And Contingencies (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Lease, Cost [Table Text Block]

The details of the Partnership's operating and finance lease liabilities were as follows:

	September 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	6	%	6	%
Finance leases	4	%	4	%

	Nine Months Ended September 30,
Other information	2023		2022
Cash paid for amount included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(35)	$	(37)
Operating cash flows from finance leases	(3)		—
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		16

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

Maturity of lease liabilities (as of September 30, 2023)	Operating leases		Finance leases		Total
2023 (remainder)	$	21	$	—	$	21
2024	75		—		75
2025	74		—		74
2026	68		—		68
2027	66		—		66
Thereafter	1,014		15		1,029
Total lease payments	1,318		15		1,333
Less: interest	783		6		789
Present value of lease liabilities	$	535	$	9	$	544

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Income Tax Expense (Tables)

9 Months Ended

Sep. 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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Income tax expense at statutory federal rate	$	60	$	21	$	111	$	95
Partnership earnings not subject to tax	(51)		(6)		(90)		(72)
State and local tax, net of federal benefit	2		4		6		7
Net income tax expense	$	11	$	19	$	27	$	30

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Partners' Capital (Tables)

9 Months Ended

Sep. 30, 2023

Partners' Capital [Abstract]

Schedule of Common Units

The change in our outstanding common units for the nine months ended September 30, 2023 was as follows: 

	Number of Units
Number of common units at December 31, 2022	84,054,765
Phantom units vested	10,334
Number of common units at September 30, 2023	84,065,099

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
February 21, 2023	$	0.8255	$	70	$	18
May 22, 2023	0.8420		71		19
August 21, 2023	0.8420		71		19
November 20, 2023	0.8420		71		19

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Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended September 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	$	6,000	$	173			$	6,173	$	6,270	$	198			$	6,468
Non-motor fuel sales	45		64				109		29		61				90
Lease income	35		3				38		35		1				36
Intersegment sales	129		—		(129)		—		141		—		(141)		—
Total revenue	$	6,209	$	240	$	(129)	$	6,320	$	6,475	$	260	$	(141)	$	6,594
Net income and comprehensive income							$	272							$	83
Depreciation, amortization and accretion							44								55
Interest expense, net							56								49
Income tax expense							11								19
Non-cash unit-based compensation expense							4								4
(Gain) loss on disposal of assets							4								(3)
Unrealized (gain) loss on commodity derivatives							(1)								23
Inventory adjustments							(141)								40
Equity in earnings of unconsolidated affiliates							(1)								(1)
Adjusted EBITDA related to unconsolidated affiliates							2								2
Other non-cash adjustments							7								5
Adjusted EBITDA	$	226	$	31			$	257	$	250	$	26			$	276
Capital expenditures	$	25	$	20			$	45	$	32	$	10			$	42
Total assets as of September 30, 2023 and December 31, 2022, respectively	$	6,238	$	1,129			$	7,367	$	5,727	$	1,103			$	6,830

	Nine Months Ended September 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	$	16,554	$	465			$	17,019	$	18,878	$	545			$	19,423
Non motor fuel sales	109		186				295		111		171				282
Lease income	104		9				113		99		7				106
Intersegment sales	340		—		(340)		—		419		—		(419)		—
Total revenue	$	17,107	$	660	$	(340)	$	17,427	$	19,507	$	723	$	(419)	$	19,811
Net income and comprehensive income							$	500							$	420
Depreciation, amortization and accretion							141								151
Interest expense, net							162								135
Income tax expense							27								30
Non-cash unit-based compensation expense							13								12
Gain on disposal of assets							(8)								(8)
Unrealized (gain) loss on commodity derivatives							(11)								3
Inventory adjustments							(113)								(81)
Equity in earnings of unconsolidated affiliate							(4)								(3)
Adjusted EBITDA related to unconsolidated affiliate							8								7
Other non-cash adjustments							13								15
Adjusted EBITDA	$	643	$	85			$	728	$	624	$	57			$	681
Capital expenditures	$	81	$	51			$	132	$	78	$	19			$	97
Total assets as of September 30, 2023 and December 31, 2022, respectively	$	6,238	$	1,129			$	7,367	$	5,727	$	1,103			$	6,830

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Net Income per Unit (Tables)

9 Months Ended

Sep. 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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income and comprehensive income	$	272	$	83	$	500	$	420
Less:
Incentive distribution rights	19		18		58		54
Distributions on non-vested phantom unit awards	2		2		5		5
Common unitholders’ interest in net income	$	251	$	63	$	437	$	361
Weighted average common units outstanding:
Basic	84,064,445		83,763,064		84,061,363		83,728,153
Dilutive effect of non-vested phantom unit awards	1,068,288		1,067,973		975,926		1,041,373
Diluted	85,132,733		84,831,037		85,037,289		84,769,526
Net income per common unit:
Basic	$	2.99	$	0.76	$	5.20	$	4.32
Diluted	$	2.95	$	0.75	$	5.14	$	4.27

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Organization and Principles of Consolidation - Additional Information (Details)	3 Months Ended
	Sep. 30, 2023
Energy Transfer Operating, L.P. [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of Common Units Owned	28.30%

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Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Motor fuel and sales taxes	$ 73	$ 76	$ 209	$ 219

XML

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

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Accounts Receivable, net (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for expected credit losses	$ (4)	$ (2)
Accounts receivable, net	1,145	890
Trade Accounts Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	984	755
Credit Card Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	99	81
Other Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	$ 66	$ 56

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Inventories, net - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory Write-down	$ 141	$ 40	$ 113	$ 81
Inventory Adjustments	$ 3		$ 3		$ 116

XML

Inventories, net (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Fuel	$ 896	$ 809
Other	13	12
Inventories, net	$ 909	$ 821

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Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Accrued Expenses And Other Current Liabilities [Abstract]
Wage and other employee-related accrued expenses	$ 30	$ 35
Accrued tax expense	177	164
Accrued insurance	28	32
Accrued interest expense	53	31
Dealer deposits	23	21
Accrued environmental expense	6	6
Other	33	21
Total	$ 350	$ 310

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Long-Term Debt (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Revolving credit facility	$ 647	$ 900
Lease-related financing obligations	94	94
Total debt	3,841	3,594
Less: debt issuance costs	25	23
Long-term debt, net	3,816	3,571
Long-term Debt, Fair Value	3,600	3,400
Long-term Debt	$ 3,800	3,600
6.00% Senior Notes due 2027
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	6.00%
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	7.00%
Senior Notes	$ 500	$ 0

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Long-Term Debt (Revolving Credit Agreement) (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Revolving credit facility	$ 647	$ 900
Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member]
Debt Instrument [Line Items]
Revolving credit facility	647	$ 900
Letters of Credit Outstanding, Amount	6
Debt Instrument, Unused Borrowing Capacity, Amount	$ 847
Debt, Weighted Average Interest Rate	7.34%

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Long-Term Debt Fair Value Measurements (Details) - USD ($) $ in Billions	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurements [Abstract]
Long-term Debt, Fair Value	$ 3.6	$ 3.4

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Other Noncurrent Liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Reserve for underground storage tank removal	$ 83	$ 81
Accrued environmental expense, long-term	13	12
Other	19	18
Other non-current liabilities	$ 115	$ 111

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Related-Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Investment in unconsolidated affiliates	$ 126		$ 126		$ 129
Equity in earnings of unconsolidated affiliates	1	$ 1	4	$ 3
Revenues	6,320	6,594	17,427	19,811
Accounts payable	991		991		966
Accounts receivable, net	1,145		1,145		890
Related Party
Related Party Transaction [Line Items]
Accounts payable	114		114		109
Other Liabilities	104		104		116
Accounts receivable, net	10		10		$ 15
Wholesale motor fuel sales to affiliates [Member] | Related Party
Related Party Transaction [Line Items]
Revenues	6	16	34	44
Wholesale Motor Fuel [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party	$ 415	$ 458	$ 1,297	$ 1,701

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Revenue (Disaggregation of Revenue) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 6,320	$ 6,594	$ 17,427	$ 19,811
Motor Fuel Sales [Member]
Disaggregation of Revenue [Line Items]
Revenues	6,173	6,468	17,019	19,423
Lease Income [Member]
Disaggregation of Revenue [Line Items]
Revenues	38	36	113	106
Fuel Distribution and Marketing [Member]
Disaggregation of Revenue [Line Items]
Revenues	6,080	6,334	16,767	19,088
Fuel Distribution and Marketing [Member] | Dealer Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenues	2,704	2,757	7,471	8,510
Fuel Distribution and Marketing [Member] | Distributor Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,121	1,211	3,078	3,692
Fuel Distribution and Marketing [Member] | Unbranded Wholesale Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,793	1,859	4,920	5,315
Fuel Distribution and Marketing [Member] | Commission Agent Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenues	382	443	1,085	1,361
Fuel Distribution and Marketing [Member] | Non Motor Fuel [Member]
Disaggregation of Revenue [Line Items]
Revenues	45	29	109	111
Fuel Distribution and Marketing [Member] | Lease Income [Member]
Disaggregation of Revenue [Line Items]
Revenues	35	35	104	99
All Other [Member]
Disaggregation of Revenue [Line Items]
Revenues	240	260	660	723
All Other [Member] | Motor Fuel Sales [Member]
Disaggregation of Revenue [Line Items]
Revenues	173	198	465	545
All Other [Member] | Non Motor Fuel [Member]
Disaggregation of Revenue [Line Items]
Revenues	64	61	186	171
All Other [Member] | Lease Income [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 3	$ 1	$ 9	$ 7

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Revenue (Contract Balances with Customer) (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract]
Contract assets	$ 239	$ 200
Receivables from Customers	1,079	834
Contract with Customer, Liability	$ 0	$ 0

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Revenue (Costs to Obtain or Fulfill a Contract) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Capitalized Contract Cost, Amortization	$ 7	$ 6	$ 20	$ 16

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Commitments And Contingencies (Lessee Disclosures) (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 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)		21
2024		75
2025		74
2026		68
2027		66
Thereafter		1,029
Total lease payment		1,333
Less: interest		(789)
Present value of lease liabilities		$ 544
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	$ (37)	$ (35)
Operating cash flows from finance leases	0	(3)
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	$ 16	$ 1
Operating Lease, Weighted Average Discount Rate, Percent	6.00%	6.00%
Finance Lease, Weighted Average Discount Rate, Percent	4.00%	4.00%
Operating lease - 2023 (remainder)		$ 21
Operating lease - 2024		75
Operating lease - 2025		74
Operating lease - 2026		68
Operating lease - 2027		66
Operating lease - Thereafter		1,014
Total lease payment		1,318
Less: interest		(783)
Present value of lease liabilities - operating leases		$ 535

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Income Tax Expense (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax expense at statutory federal rate	$ 60	$ 21	$ 111	$ 95
Partnership earnings not subject to tax	(51)	(6)	(90)	(72)
State and local tax, net of federal benefit	2	4	6	7
Net income tax expense	$ 11	$ 19	$ 27	$ 30
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent			21.00%

XML

Partners' Capital Narrative (Details) - shares	Sep. 30, 2023	Dec. 31, 2022
Common Units
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding	55,601,132
Common Units [Member]
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding	84,065,099	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

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Partners' Capital (Schedule of Common Units) (Details) - Common Units [Member]	9 Months Ended
	Sep. 30, 2023 shares
Class of Stock [Line Items]
Number of common units at December 31, 2022	84,054,765
Phantom units vested	10,334
Number of common units at September 30, 2023	84,065,099

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Partners' Capital (Cash Distributions) (Details) - USD ($) $ / shares in Units, $ in Millions					9 Months Ended
	Nov. 20, 2023	Aug. 21, 2023	May 22, 2023	Feb. 21, 2023	Sep. 30, 2023	Sep. 30, 2022
Distribution Made To Managing Member Or General Partner [Line Items]
Per Unit Distribution (in dollars per unit)		$ 0.8420	$ 0.8420	$ 0.8255
Total Cash Distribution		$ 71	$ 71	$ 70	$ 271	$ 265
General Partner
Distribution Made To Managing Member Or General Partner [Line Items]
Total Cash Distribution		$ 19	$ 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

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Segment Reporting (Details) - USD ($) $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Revenues	$ 6,320			$ 6,594			$ 17,427	$ 19,811
Operating income	338			150			678	582
Interest expense, net	56			49			162	135
Depreciation, amortization and accretion	44			55			141	151
Non-cash unit-based compensation expense	4			4			13	12
Unrealized (gain) loss on commodity derivatives	1			(23)			11	(3)
Inventory adjustments	(141)			40			(113)	(81)
Equity in earnings of unconsolidated affiliates	(1)			(1)			(4)	(3)
Adjusted EBITDA related to unconsolidated affiliate	2			2			8	7
Other non-cash adjustments	7			5			13	15
Income tax expense	11			19			27	30
Adjusted EBITDA	257			276			728	681
Capital expenditures	45			42			132	97
Assets	7,367						7,367		$ 6,830
Gain on disposal of assets	4			(3)			(8)	(8)
Net Income (Loss) Attributable to Parent	272	$ 87	$ 141	83	$ 121	$ 216	500	420
Fuel Distribution and Marketing [Member]
Segment Reporting Information [Line Items]
Revenues	6,080			6,334			16,767	19,088
All Other [Member]
Segment Reporting Information [Line Items]
Revenues	240			260			660	723
Motor Fuel Sales [Member]
Segment Reporting Information [Line Items]
Revenues	6,173			6,468			17,019	19,423
Motor Fuel Sales [Member] | All Other [Member]
Segment Reporting Information [Line Items]
Revenues	173			198			465	545
Non Motor Fuel Sales [Member]
Segment Reporting Information [Line Items]
Revenues	109			90			295	282
Lease Income [Member]
Segment Reporting Information [Line Items]
Revenues	38			36			113	106
Lease Income [Member] | Fuel Distribution and Marketing [Member]
Segment Reporting Information [Line Items]
Revenues	35			35			104	99
Lease Income [Member] | All Other [Member]
Segment Reporting Information [Line Items]
Revenues	3			1			9	7
Non Motor Fuel [Member] | Fuel Distribution and Marketing [Member]
Segment Reporting Information [Line Items]
Revenues	45			29			109	111
Non Motor Fuel [Member] | All Other [Member]
Segment Reporting Information [Line Items]
Revenues	64			61			186	171
Including Intercompany [Member] | Fuel Distribution and Marketing [Member]
Segment Reporting Information [Line Items]
Revenues				6,475				19,507
Including Intercompany [Member] | All Other [Member]
Segment Reporting Information [Line Items]
Revenues				260				723
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Revenues	(129)			(141)			(340)	(419)
Intersegment Eliminations [Member] | Intersegment Sales [Member] | Fuel Distribution and Marketing [Member]
Segment Reporting Information [Line Items]
Revenues	129			141			340	419
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	6,209						17,107
Adjusted EBITDA	226			250			643	624
Capital expenditures	25			32			81	78
Assets	6,238						6,238		5,727
Operating Segments [Member] | All Other [Member]
Segment Reporting Information [Line Items]
Revenues	240						660
Adjusted EBITDA	31			26			85	57
Capital expenditures	20			10			51	19
Assets	1,129						1,129		$ 1,103
External Revenue [Member] | Motor Fuel Sales [Member]
Segment Reporting Information [Line Items]
Revenues	6,173			6,468			17,019	19,423
External Revenue [Member] | Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member]
Segment Reporting Information [Line Items]
Revenues	6,000			6,270			16,554	18,878
External Revenue [Member] | Motor Fuel Sales [Member] | All Other [Member]
Segment Reporting Information [Line Items]
Revenues	173			198			465	545
External Revenue [Member] | Non Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member]
Segment Reporting Information [Line Items]
Revenues	45			29			109	111
External Revenue [Member] | Non Motor Fuel Sales [Member] | All Other [Member]
Segment Reporting Information [Line Items]
Revenues	64			61			186	171
External Revenue [Member] | Lease Income [Member]
Segment Reporting Information [Line Items]
Revenues	38			36			113	106
External Revenue [Member] | Lease Income [Member] | Fuel Distribution and Marketing [Member]
Segment Reporting Information [Line Items]
Revenues	35			35			104	99
External Revenue [Member] | Lease Income [Member] | All Other [Member]
Segment Reporting Information [Line Items]
Revenues	3			1			9	7
External Revenue [Member] | Non Motor Fuel [Member]
Segment Reporting Information [Line Items]
Revenues	$ 109			$ 90			$ 295	$ 282

XML

Net Income per Unit (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share Basic [Line Items]
Net Income (Loss) Attributable to Parent	$ 272	$ 87	$ 141	$ 83	$ 121	$ 216	$ 500	$ 420
Incentive distribution rights	19			18			58	54
Distributions on non-vested phantom unit awards	$ 2			$ 2			$ 5	$ 5
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:
Basic	$ 2.99			$ 0.76			$ 5.20	$ 4.32
Diluted	$ 2.95			$ 0.75			$ 5.14	$ 4.27
Common Units [Member]
Earnings Per Share Basic [Line Items]
Common unitholders’ interest in net income	$ 251			$ 63			$ 437	$ 361
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:
Common - basic (in shares)	84,064,445			83,763,064			84,061,363	83,728,153
Common - equivalents (in shares)	1,068,288			1,067,973			975,926	1,041,373
Common - diluted (in shares)	85,132,733			84,831,037			85,037,289	84,769,526