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)
Delaware001-3565330-0740483
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
8111 Westchester Drive, Suite 400
Dallas,Texas75225
(Address of principal executive offices, including zip code)
(214) 981-0700
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Units Representing Limited Partner InterestsSUNNew 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
104Cover 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
a6bc272db-1815x45cfx9cccx4.jpg
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.
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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
(214) 840-5660, scott.grischow@sunoco.com
Media:
Chris Cho, Senior Manager – Communications
(469) 646-1647, chris.cho@sunoco.com


– 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, net902 856 
Accounts receivable from affiliates— 20 
Inventories, net890 889 
Other current assets157 133 
Total current assets2,065 1,927 
Property and equipment8,856 2,970 
Accumulated depreciation(1,105)(1,134)
Property and equipment, net7,751 1,836 
Other assets:
Operating lease right-of-use assets, net474 506 
Goodwill1,484 1,599 
Intangible assets, net553 544 
Other non-current assets396 290 
Investment in unconsolidated affiliates1,399 124 
Total assets$14,122 $6,826 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$929 $828 
Accounts payable to affiliates222 170 
Accrued expenses and other current liabilities515 353 
Operating lease current liabilities32 22 
Current maturities of long-term debt78 — 
Total current liabilities1,776 1,373 
Operating lease non-current liabilities482 511 
Long-term debt, net7,259 3,580 
Advances from affiliates86 102 
Deferred tax liabilities166 166 
Other non-current liabilities173 116 
Total liabilities9,942 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 income1 — 
Total equity4,180 978 
Total liabilities and equity$14,122 $6,826 
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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,
2024202320242023
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 expenses5,644 5,982 16,870 16,749 
Operating Income107 338 554 678 
Other Income (Expense):
Interest expense, net(116)(56)(274)(162)
Equity in earnings of unconsolidated affiliates31 1 35 4 
Gain on West Texas Sale— — 598 — 
Loss on extinguishment of debt— — (2)— 
Other, net(5)— (7)7 
Income Before Income Taxes17 283 904 527 
Income tax expense15 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,
20242023
Net income$2 $272 
Depreciation, amortization and accretion95 44 
Interest expense, net116 56 
Non-cash unit-based compensation expense4 4 
Loss (gain) on disposal of assets and impairment charges(2)4 
Unrealized (gains) losses on commodity derivatives1 (1)
Inventory valuation adjustments197 (141)
Equity in earnings of unconsolidated affiliates(31)(1)
Adjusted EBITDA related to unconsolidated affiliates47 2 
Other non-cash adjustments12 7 
Income tax expense15 11 
Adjusted EBITDA (1)
456 257 
Transaction-related expenses14 — 
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 affiliates45 2 
Cash interest expense(112)(54)
Current income tax (expense) benefit36 (8)
Transaction-related income taxes (17)— 
Maintenance capital expenditures(26)(14)
Distributable Cash Flow335 181 
Transaction-related expenses14 — 
Distributable Cash Flow, as adjusted (1)
$349 $181 
Distributions to Partners:
Limited Partners$119 $71 
General Partner36 19 
Total distributions to be paid to partners$155 $90 
Common Units outstanding - end of period136.0 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.
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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,
20242023
Segment Adjusted EBITDA:
Fuel Distribution$253 $234 
Pipeline Systems136 2 
Terminals67 21 
Adjusted EBITDA456 257 
Transaction-related expenses14 — 
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,
2024202320242023
Fuel Distribution segment profit$164 $467 $885 $1,095 
Pipeline Systems segment profit159 — 332 2 
Terminals segment profit101 60 256 119 
Total segment profit424 527 1,473 1,216 
Depreciation, amortization and accretion, excluding corporate and other93 44 213 141 
Gross profit$331 $483 $1,260 $1,075 
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Fuel Distribution
Three Months Ended
September 30,
20242023
Motor fuel gallons sold2,138 2,118 
Motor fuel profit cents per gallon(1)
12.8 ¢12.5 ¢
Fuel profit$96 $388 
Non-fuel profit39 40 
Lease profit29 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,
20242023
Pipelines throughput (barrels per day)1,165 — 
Pipeline Systems segment profit$159 $— 
Expenses$72 $— 
Segment Adjusted EBITDA$136 $2 
Transaction-related expenses11 — 
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.
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Terminals
Three Months Ended
September 30,
20242023
Throughput (barrels per day)694 421 
Terminal segment profit$101 $60 
Expenses$52 $22 
Segment Adjusted EBITDA$67 $21 
Transaction-related expenses3 — 
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.
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v3.24.3
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
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