SUNOCO LP, 10-Q filed on 11/2/2023
Quarterly Report
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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)
v3.23.3
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.
v3.23.3
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.
v3.23.3
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.
v3.23.3
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 receivables99 81 
Other receivables66 56 
Allowance for expected credit losses(4)(2)
Accounts receivable, net$1,145 $890 
v3.23.3
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 
Other13 12 
Inventories, net$909 $821 
v3.23.3
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 expense177 164 
Accrued insurance28 32 
Accrued interest expense53 31 
Dealer deposits23 21 
Accrued environmental expense
Other33 21 
Total$350 $310 
v3.23.3
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 obligations94 94 
Total debt3,841 3,594 
Less: debt issuance costs25 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.
v3.23.3
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-term13 12 
Other19 18 
Total$115 $111 
v3.23.3
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,
2023202220232022
Motor fuel sales to affiliates$$16 $34 $44 
Bulk fuel purchases from affiliates415 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.
v3.23.3
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,
2023202220232022
Fuel Distribution and Marketing Segment
Distributor $2,704 $2,757 $7,471 $8,510 
Dealer1,121 1,211 3,078 3,692 
Unbranded wholesale1,793 1,859 4,920 5,315 
Commission agent382 443 1,085 1,361 
Non-motor fuel sales45 29 109 111 
Lease income35 35 104 99 
Total6,080 6,334 16,767 19,088 
All Other Segment
Motor fuel
173 198 465 545 
Non-motor fuel sales64 61 186 171 
Lease income
Total240 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, 2023December 31, 2022
Contract assets$239 $200 
Accounts receivable from contracts with customers1,079 834 
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.
v3.23.3
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 rate20232022
Weighted average remaining lease term (years)
Operating leases2223
Finance leases2728
Weighted average discount rate (%)
Operating leases%%
Finance leases%%
Nine Months Ended September 30,
Other information20232022
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 liabilities16 
Maturity of lease liabilities (as of September 30, 2023)
Operating leasesFinance leasesTotal
2023 (remainder)$21 $— $21 
202475 — 75 
202574 — 74 
202668 — 68 
202766 — 66 
Thereafter1,014 15 1,029 
Total lease payments1,318 15 1,333 
Less: interest783 789 
Present value of lease liabilities$535 $$544 
v3.23.3
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,
2023202220232022
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
Net income tax expense$11 $19 $27 $30 
v3.23.3
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 vested10,334 
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 DatePer Unit DistributionTotal Cash DistributionDistribution to IDR Holders
February 21, 2023$0.8255 $70 $18 
May 22, 20230.8420 71 19 
August 21, 20230.8420 71 19 
November 20, 20230.8420 71 19 
v3.23.3
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,
20232022
Fuel Distribution and MarketingAll OtherIntercompany EliminationsTotalsFuel Distribution and MarketingAll OtherIntercompany EliminationsTotals
Revenue
Motor fuel sales$6,000 $173 $6,173 $6,270 $198 $6,468 
Non-motor fuel sales45 64 109 29 61 90 
Lease income35 38 35 36 
Intersegment sales129 — (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 accretion44 55 
Interest expense, net56 49 
Income tax expense11 19 
Non-cash unit-based compensation expense
(Gain) loss on disposal of assets (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
Other non-cash adjustments
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,
20232022
Fuel Distribution and MarketingAll OtherIntercompany EliminationsTotalsFuel Distribution and MarketingAll OtherIntercompany EliminationsTotals
(in millions)
Revenue
Motor fuel sales$16,554 $465 $17,019 $18,878 $545 $19,423 
Non motor fuel sales109 186 295 111 171 282 
Lease income104 113 99 106 
Intersegment sales340 — (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 accretion141 151 
Interest expense, net162 135 
Income tax expense27 30 
Non-cash unit-based compensation expense13 12 
Gain on disposal of assets(8)(8)
Unrealized (gain) loss on commodity derivatives(11)
Inventory adjustments(113)(81)
Equity in earnings of unconsolidated affiliate(4)(3)
Adjusted EBITDA related to unconsolidated affiliate
Other non-cash adjustments13 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 
v3.23.3
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,
2023202220232022
Net income and comprehensive income$272 $83 $500 $420 
Less:
Incentive distribution rights
19 18 58 54 
Distributions on non-vested phantom unit awards
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 $4.27 
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ 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
v3.23.3
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
v3.23.3
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.
v3.23.3
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.
v3.23.3
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.
v3.23.3
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.
v3.23.3
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 receivables99 81 
Other receivables66 56 
Allowance for expected credit losses(4)(2)
Accounts receivable, net$1,145 $890 
v3.23.3
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 
Other13 12 
Inventories, net$909 $821 
v3.23.3
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 expense177 164 
Accrued insurance28 32 
Accrued interest expense53 31 
Dealer deposits23 21 
Accrued environmental expense
Other33 21 
Total$350 $310 
v3.23.3
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 obligations94 94 
Total debt3,841 3,594 
Less: debt issuance costs25 23 
Long-term debt, net$3,816 $3,571 
v3.23.3
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-term13 12 
Other19 18 
Total$115 $111 
v3.23.3
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,
2023202220232022
Motor fuel sales to affiliates$$16 $34 $44 
Bulk fuel purchases from affiliates415 458 1,297 1,701 
v3.23.3
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,
2023202220232022
Fuel Distribution and Marketing Segment
Distributor $2,704 $2,757 $7,471 $8,510 
Dealer1,121 1,211 3,078 3,692 
Unbranded wholesale1,793 1,859 4,920 5,315 
Commission agent382 443 1,085 1,361 
Non-motor fuel sales45 29 109 111 
Lease income35 35 104 99 
Total6,080 6,334 16,767 19,088 
All Other Segment
Motor fuel
173 198 465 545 
Non-motor fuel sales64 61 186 171 
Lease income
Total240 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, 2023December 31, 2022
Contract assets$239 $200 
Accounts receivable from contracts with customers1,079 834 
Contract liabilities— — 
v3.23.3
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 rate20232022
Weighted average remaining lease term (years)
Operating leases2223
Finance leases2728
Weighted average discount rate (%)
Operating leases%%
Finance leases%%
Nine Months Ended September 30,
Other information20232022
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 liabilities16 
Lessee, Operating Lease, Liability, Maturity [Table Text Block]
Maturity of lease liabilities (as of September 30, 2023)
Operating leasesFinance leasesTotal
2023 (remainder)$21 $— $21 
202475 — 75 
202574 — 74 
202668 — 68 
202766 — 66 
Thereafter1,014 15 1,029 
Total lease payments1,318 15 1,333 
Less: interest783 789 
Present value of lease liabilities$535 $$544 
v3.23.3
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,
2023202220232022
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
Net income tax expense$11 $19 $27 $30 
v3.23.3
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 vested10,334 
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 DatePer Unit DistributionTotal Cash DistributionDistribution to IDR Holders
February 21, 2023$0.8255 $70 $18 
May 22, 20230.8420 71 19 
August 21, 20230.8420 71 19 
November 20, 20230.8420 71 19 
v3.23.3
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,
20232022
Fuel Distribution and MarketingAll OtherIntercompany EliminationsTotalsFuel Distribution and MarketingAll OtherIntercompany EliminationsTotals
Revenue
Motor fuel sales$6,000 $173 $6,173 $6,270 $198 $6,468 
Non-motor fuel sales45 64 109 29 61 90 
Lease income35 38 35 36 
Intersegment sales129 — (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 accretion44 55 
Interest expense, net56 49 
Income tax expense11 19 
Non-cash unit-based compensation expense
(Gain) loss on disposal of assets (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
Other non-cash adjustments
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,
20232022
Fuel Distribution and MarketingAll OtherIntercompany EliminationsTotalsFuel Distribution and MarketingAll OtherIntercompany EliminationsTotals
(in millions)
Revenue
Motor fuel sales$16,554 $465 $17,019 $18,878 $545 $19,423 
Non motor fuel sales109 186 295 111 171 282 
Lease income104 113 99 106 
Intersegment sales340 — (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 accretion141 151 
Interest expense, net162 135 
Income tax expense27 30 
Non-cash unit-based compensation expense13 12 
Gain on disposal of assets(8)(8)
Unrealized (gain) loss on commodity derivatives(11)
Inventory adjustments(113)(81)
Equity in earnings of unconsolidated affiliate(4)(3)
Adjusted EBITDA related to unconsolidated affiliate
Other non-cash adjustments13 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 
v3.23.3
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,
2023202220232022
Net income and comprehensive income$272 $83 $500 $420 
Less:
Incentive distribution rights
19 18 58 54 
Distributions on non-vested phantom unit awards
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 $4.27 
v3.23.3
Organization and Principles of Consolidation - Additional Information (Details)
3 Months Ended
Sep. 30, 2023
Energy Transfer Operating, L.P. [Member]  
Organization Consolidation And Presentation Of Financial Statements [Line Items]  
Percentage of Common Units Owned 28.30%
v3.23.3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
$ 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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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%  
v3.23.3
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
v3.23.3
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
v3.23.3
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  
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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
v3.23.3
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%  
v3.23.3
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  
v3.23.3
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
v3.23.3
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          
v3.23.3
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  
v3.23.3
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