Form 8-K - Current report

False000155227500015522752024-11-062024-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Act of 1934

November 6, 2024

Date of Report (Date of earliest event reported)

SUNOCO LP

(Exact name of registrant as specified in its charter)

Delaware			001-35653			30-0740483
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

8111 Westchester Drive, Suite 400
Dallas			,			Texas			75225
(Address of principal executive offices, including zip code)

[phone]

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

---

Item 2.02 Results of Operations and Financial Condition.

The following information is furnished under Item 2.02, “Results of Operations and Financial Condition.” This information, including the information contained in Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On November 6, 2024, Sunoco LP issued a news release announcing its results for the third fiscal quarter ended September 30, 2024 and providing access information for an investor conference call to discuss those results. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 2.02. The conference call will be available for replay approximately 365 days following the date of the call at www.SunocoLP.com.

Item 7.01. Regulation FD Disclosure.

On November 6, 2024, Sunoco LP issued a press release to announce third quarter 2024 financial and operating results. A copy of the press release is set forth in Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

Exhibit Number						Exhibit Description
99.1						Press Release of Sunoco LP, dated November 6, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

---

SIGNATURES

    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 hereunto duly authorized.

			SUNOCO LP
			By:			Sunoco GP LLC, its general partner
Date: November 6, 2024			By:			/s/ Rick Raymer
						Rick Raymer
						Vice President, Controller and Principal Accounting Officer

Exhibit 99.1

			News Release

Sunoco LP Reports Third Quarter 2024 Financial and Operating Results

DALLAS, November 6, 2024 - Sunoco LP (NYSE: SUN) (“SUN” or the “Partnership”) today reported financial and operating results for the quarter ended September 30, 2024.

Financial and Operational Highlights

Net income for the third quarter of 2024 was $2 million compared to net income of $272 million in the third quarter of 2023.

Adjusted EBITDA(1) for the third quarter of 2024 was $456 million compared to $257 million in the third quarter of 2023. Adjusted EBITDA(1) for the third quarter of 2024 includes approximately $14 million of one-time transaction-related expenses(2).

Distributable Cash Flow, as adjusted(1), for the third quarter of 2024 was $349 million compared to $181 million in the third quarter of 2023.

Adjusted EBITDA(1) for the Fuel Distribution segment for the third quarter of 2024 was $253 million compared to $234 million in the third quarter of 2023. The segment sold approximately 2.1 billion gallons of fuel in the third quarter of 2024, an increase of 1% from the third quarter of 2023. Fuel margin for all gallons sold was 12.8 cents per gallon for the third quarter of 2024 compared to 12.5 cents per gallon in the third quarter of 2023.

Adjusted EBITDA(1) for the Pipeline Systems segment for the third quarter of 2024 was $136 million. Adjusted EBITDA(1) for the third quarter of 2024 includes approximately $11 million of one-time transaction-related expenses(2). The segment averaged throughput volumes of approximately 1.2 million barrels per day in the third quarter of 2024.

Adjusted EBITDA(1) for the Terminals segment for the third quarter of 2024 was $67 million. Adjusted EBITDA(1) for the third quarter of 2024 includes approximately $3 million of one-time transaction-related expenses(2). The segment averaged throughput volumes of approximately 690 thousand barrels per day in the third quarter of 2024.

Distribution

On October 28, 2024, the Board of Directors of SUN’s general partner declared a distribution for the third quarter of 2024 of $0.8756 per unit, or $3.5024 per unit on an annualized basis. The distribution will be paid on November 19, 2024, to common unitholders of record on November 8, 2024.

Liquidity, Leverage and Credit

At September 30, 2024, SUN had long-term debt of approximately $7.3 billion and approximately $1.4 billion of liquidity remaining on its $1.5 billion revolving credit facility. SUN’s leverage ratio of net debt to Adjusted EBITDA(1), calculated in accordance with its credit facility, was 4.0 times at the end of the third quarter.

Capital Spending

SUN's total capital expenditures in the third quarter of 2024 were $93 million, which included $67 million of growth capital and $26 million of maintenance capital.

(1)    Adjusted EBITDA and Distributable Cash Flow, as adjusted, are non-GAAP financial measures of performance that have limitations and should not be considered as a substitute for net income. Please refer to the discussion and tables under “Supplemental Information” later in this news release for a discussion of our use of Adjusted EBITDA and Distributable Cash Flow, as adjusted, and a reconciliation to net income.

(2)    Transaction-related expenses include certain one-time expenses incurred with acquisitions and divestitures.

Earnings Conference Call

Sunoco LP management will hold a conference call on Wednesday, November 6 2024, at 9:00 a.m. Central Time (10:00 a.m. Eastern Time) to discuss results and recent developments. To participate, dial 877-407-6184 (toll free) or 201-389-0877 approximately 10 minutes before the scheduled start time and ask for the Sunoco LP conference call. The call will also be accessible live and for later replay via webcast in the Investor Relations section of Sunoco’s website at www.sunocolp.com under Webcasts and Presentations.

1

---

About Sunoco LP

Sunoco LP (NYSE: SUN) is a leading energy infrastructure and fuel distribution master limited partnership operating in over 40 U.S. states, Puerto Rico, Europe, and Mexico. The Partnership’s midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 100 terminals. This critical infrastructure complements the Partnership’s fuel distribution operations, which serve approximately 7,400 Sunoco and partner branded locations and additional independent dealers and commercial customers. SUN's general partner is owned by Energy Transfer LP (NYSE: ET).

Forward-Looking Statements

This news release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. An extensive list of factors that can affect future results are discussed in the Partnership’s Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

The information contained in this press release is available on our website at www.sunocolp.com

Contacts

Investors:

Scott Grischow, Treasurer, Senior Vice President – Finance

[phone], [e-mail]

Media:

Chris Cho, Senior Manager – Communications

[phone], [e-mail]

– Financial Schedules Follow –

2

---

SUNOCO LP

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(unaudited)

			September 30, 2024						December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents			$	116					$	29
Accounts receivable, net			902						856
Accounts receivable from affiliates			—						20
Inventories, net			890						889
Other current assets			157						133
Total current assets			2,065						1,927
Property and equipment			8,856						2,970
Accumulated depreciation			(1,105)						(1,134)
Property and equipment, net			7,751						1,836
Other assets:
Operating lease right-of-use assets, net			474						506
Goodwill			1,484						1,599
Intangible assets, net			553						544
Other non-current assets			396						290
Investment in unconsolidated affiliates			1,399						124
Total assets			$	14,122					$	6,826
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable			$	929					$	828
Accounts payable to affiliates			222						170
Accrued expenses and other current liabilities			515						353
Operating lease current liabilities			32						22
Current maturities of long-term debt			78						—
Total current liabilities			1,776						1,373
Operating lease non-current liabilities			482						511
Long-term debt, net			7,259						3,580
Advances from affiliates			86						102
Deferred tax liabilities			166						166
Other non-current liabilities			173						116
Total liabilities			9,942						5,848
Commitments and contingencies
Equity:
Limited partners:
Common unitholders (136,001,589 units issued and outstanding as of September 30, 2024 and 84,408,014 units issued and outstanding as of December 31, 2023)			4,179						978
Class C unitholders - held by subsidiaries (16,410,780 units issued and outstanding as of September 30, 2024 and December 31, 2023)			—						—
Accumulated other comprehensive income			1						—
Total equity			4,180						978
Total liabilities and equity			$	14,122					$	6,826

3

---

SUNOCO LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in millions, except per unit data)

(unaudited)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Revenues			$	5,751					$	6,320					$	17,424					$	17,427
Cost of Sales and Operating Expenses:
Cost of sales			5,327						5,793						15,951						16,211
Operating expenses			151						93						373						262
General and administrative			55						30						225						92
Lease expense			18						18						53						51
Loss (gain) on disposal of assets and impairment charges			(2)						4						52						(8)
Depreciation, amortization and accretion			95						44						216						141
Total cost of sales and operating expenses			5,644						5,982						16,870						16,749
Operating Income			107						338						554						678
Other Income (Expense):
Interest expense, net			(116)						(56)						(274)						(162)
Equity in earnings of unconsolidated affiliates			31						1						35						4
Gain on West Texas Sale			—						—						598						—
Loss on extinguishment of debt			—						—						(2)						—
Other, net			(5)						—						(7)						7
Income Before Income Taxes			17						283						904						527
Income tax expense			15						11						171						27
Net Income			$	2					$	272					$	733					$	500
Net Income (Loss) per Common Unit:
Basic			$	(0.26)					$	2.99					$	5.44					$	5.20
Diluted			$	(0.26)					$	2.95					$	5.40					$	5.14
Weighted Average Common Units Outstanding:
Basic			135,998,435						84,064,445						112,650,388						84,061,363
Diluted			136,844,312						85,132,733						113,466,864						85,037,289
Cash Distributions per Unit			$	0.8756					$	0.8420					$	2.6268					$	2.5260

4

---

SUNOCO LP

SUPPLEMENTAL INFORMATION

(Dollars and units in millions)

(unaudited)

			Three Months Ended September 30,
			2024						2023
Net income			$	2					$	272
Depreciation, amortization and accretion			95						44
Interest expense, net			116						56
Non-cash unit-based compensation expense			4						4
Loss (gain) on disposal of assets and impairment charges			(2)						4
Unrealized (gains) losses on commodity derivatives			1						(1)
Inventory valuation adjustments			197						(141)
Equity in earnings of unconsolidated affiliates			(31)						(1)
Adjusted EBITDA related to unconsolidated affiliates			47						2
Other non-cash adjustments			12						7
Income tax expense			15						11
Adjusted EBITDA (1)			456						257
Transaction-related expenses			14						—
Adjusted EBITDA(1), excluding transaction-related expenses			$	470					$	257
Adjusted EBITDA (1)			$	456					$	257
Adjusted EBITDA related to unconsolidated affiliates			(47)						(2)
Distributable cash flow from unconsolidated affiliates			45						2
Cash interest expense			(112)						(54)
Current income tax (expense) benefit			36						(8)
Transaction-related income taxes			(17)						—
Maintenance capital expenditures			(26)						(14)
Distributable Cash Flow			335						181
Transaction-related expenses			14						—
Distributable Cash Flow, as adjusted (1)			$	349					$	181
Distributions to Partners:
Limited Partners			$	119					$	71
General Partner			36						19
Total distributions to be paid to partners			$	155					$	90
Common Units outstanding - end of period			136.0						84.1

(1)Adjusted EBITDA is defined as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense, allocated non-cash compensation expense, unrealized gains and losses on commodity derivatives and inventory valuation adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations, such as gains or losses on disposal of assets and non-cash impairment charges. We define Distributable Cash Flow as Adjusted EBITDA less cash interest expense, including the accrual of interest expense related to our long-term debt which is paid on a semi-annual basis, current income tax expense, maintenance capital expenditures and other non-cash adjustments. For Distributable Cash Flow, as adjusted, certain transaction-related adjustments and non-recurring expenses are excluded.

We believe Adjusted EBITDA and Distributable Cash Flow, as adjusted, are 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 such metrics as measures of financial performance, ability to make distributions to our unitholders and debt service capabilities;

•our management uses them for internal planning purposes, including aspects of our consolidated operating budget, and capital expenditures; and

•Distributable Cash Flow, as adjusted, provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance, and as it provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating.

5

---

Adjusted EBITDA and Distributable Cash Flow, as adjusted, are not recognized terms under GAAP and do not purport to be alternatives to net income as measures of operating performance or to cash flows from operating activities as a measure of liquidity. Adjusted EBITDA and Distributable Cash Flow, as adjusted, have limitations as analytical tools, and one should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations include:

•they do not reflect our total cash expenditures, or future requirements for capital expenditures or contractual commitments;

•they do not reflect changes in, or cash requirements for, working capital;

•they do 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 and Distributable Cash Flow, as adjusted, 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. Inventory valuation adjustments that are excluded from the calculation of Adjusted EBITDA represent changes in lower of cost or market reserves on the Partnership's inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period.

6

---

SUNOCO LP

SUMMARY ANALYSIS OF QUARTERLY RESULTS BY SEGMENT

(Tabular dollar amounts in millions)

(unaudited)

			Three Months Ended September 30,
			2024						2023
Segment Adjusted EBITDA:
Fuel Distribution			$	253					$	234
Pipeline Systems			136						2
Terminals			67						21
Adjusted EBITDA			456						257
Transaction-related expenses			14						—
Adjusted EBITDA, excluding transaction-related expenses			$	470					$	257

The following analysis of segment operating results includes a measure of segment profit. Segment profit is a non-GAAP financial measure and is presented herein to assist in the analysis of segment operating results and particularly to facilitate an understanding of the impacts that changes in sales revenues have on the segment performance measure of Segment Adjusted EBITDA. Segment profit is similar to the GAAP measure of gross profit, except that segment profit excludes charges for depreciation, depletion and amortization. The most directly comparable measure to segment profit is gross profit. The following table presents a reconciliation of segment profit to gross profit.

			Three Months Ended September 30,																		Nine Months Ended September 30,
			2024						2023												2024						2023
Fuel Distribution segment profit			$	164					$	467											$	885					$	1,095
Pipeline Systems segment profit			159						—												332						2
Terminals segment profit			101						60												256						119
Total segment profit			424						527												1,473						1,216
Depreciation, amortization and accretion, excluding corporate and other			93						44												213						141
Gross profit			$	331					$	483											$	1,260					$	1,075

7

---

Fuel Distribution

			Three Months Ended September 30,
			2024						2023
Motor fuel gallons sold			2,138						2,118
Motor fuel profit cents per gallon(1)			12.8		¢				12.5		¢
Fuel profit			$	96					$	388
Non-fuel profit			39						40
Lease profit			29						39
Fuel Distribution segment profit			$	164					$	467
Expenses			$	100					$	119
Segment Adjusted EBITDA			$	253					$	234
Transaction-related expenses			—						—
Segment Adjusted EBITDA, excluding transaction-related expenses			$	253					$	234

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

Volumes. For the three months ended September 30, 2024 compared to the same period last year, volumes increased primarily due to growth from investments and profit optimization strategies.

Segment Adjusted EBITDA. For the three months ended September 30, 2024 compared to the same period last year, Segment Adjusted EBITDA related to our Fuel Distribution segment increased due to the net impact of the following:

•an increase of $13 million related to a 1% increase in gallons sold and an increase in profit per gallon; and

•a decrease of $19 million in expenses primarily due to the West Texas Sale in April 2024 and lower allocated overhead; partially offset by

•a decrease of $10 million in lease profit due to the West Texas Sale in April 2024.

Pipeline Systems

			Three Months Ended September 30,
			2024						2023
Pipelines throughput (barrels per day)			1,165						—
Pipeline Systems segment profit			$	159					$	—
Expenses			$	72					$	—
Segment Adjusted EBITDA			$	136					$	2
Transaction-related expenses			11						—
Segment Adjusted EBITDA, excluding transaction-related expenses			$	147					$	2

Volumes. For the three months ended September 30, 2024 compared to the same period last year, volumes increased due to recently acquired assets.

Segment Adjusted EBITDA. For the three months ended September 30, 2024 compared to the same period last year, Segment Adjusted EBITDA related to our Pipeline Systems segment increased due to the acquisition of NuStar on May 3, 2024 and the formation of the Permian joint venture on July 1, 2024.

8

---

Terminals

			Three Months Ended September 30,
			2024						2023
Throughput (barrels per day)			694						421
Terminal segment profit			$	101					$	60
Expenses			$	52					$	22
Segment Adjusted EBITDA			$	67					$	21
Transaction-related expenses			3						—
Segment Adjusted EBITDA, excluding transaction-related expenses			$	70					$	21

Volumes. For the three months ended September 30, 2024 compared to the same period last year, volumes increased due to recently acquired assets.

Segment Adjusted EBITDA. For the three months ended September 30, 2024 compared to the same period last year, Segment Adjusted EBITDA related to our Terminals segment increased primarily due to the recent acquisitions of NuStar, Zenith European terminals and Zenith Energy terminals located across the East Coast and Midwest.

9

Cover	Nov. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 06, 2024
Entity Registrant Name	SUNOCO LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35653
Entity Tax Identification Number	30-0740483
Entity Address, Address Line One	8111 Westchester Drive, 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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001552275

---