SUNOCO LP, 10-Q filed on 11/3/2022
Quarterly Report
v3.22.2.2
Document And Entity Information - shares
 9 Months Ended
Sep. 30, 2022
Oct. 28, 2022
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2022  
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 2022  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Common Units [Member]    
Document Information [Line Items]    
Entity Partnership Units Outstanding   83,763,300
Common Class C [Member]    
Document Information [Line Items]    
Entity Partnership Units Outstanding   16,410,780
v3.22.2.2
Consolidated Balance Sheets - USD ($)
$ in Millions
Sep. 30, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 196 $ 25
Accounts receivable, net 730 526
Receivables from affiliates 10 12
Inventories, net 776 534
Other current assets 151 95
Total current assets 1,863 1,192
Property and equipment 2,675 2,581
Accumulated depreciation (1,007) (914)
Property and equipment, net 1,668 1,667
Other assets:    
Finance lease right-of-use assets, net 9 9
Operating lease right-of-use assets, net 514 517
Goodwill 1,588 1,568
Intangible assets 990 902
Accumulated amortization (396) (360)
Intangible assets, net 594 542
Other noncurrent assets 209 188
Investment in unconsolidated affiliate 129 132
Total assets 6,574 5,815
Current liabilities:    
Accounts payable 868 515
Accounts payable to affiliates 110 59
Accrued expenses and other current liabilities 326 291
Operating lease current liabilities 19 19
Current maturities of long-term debt 0 6
Total current liabilities 1,323 890
Operating lease noncurrent liabilities 519 521
Revolving line of credit 704 581
Long-term debt, net 2,670 2,668
Advances from affiliates 117 126
Deferred tax liability 151 114
Other noncurrent liabilities 112 104
Total liabilities 5,596 5,004
Commitments and contingencies (Note 10)
Equity:    
Total equity 978 811
Total liabilities and equity $ 6,574 $ 5,815
Common Units [Member]    
Current liabilities:    
Limited Partners' Capital Account, Units Issued 83,763,300 83,670,950
Limited Partners' Capital Account, Units Outstanding 83,763,300 83,670,950
Equity:    
Total equity $ 978 $ 811
Class C Units [Member]    
Current liabilities:    
Limited Partners' Capital Account, Units Issued 16,410,780 16,410,780
Limited Partners' Capital Account, Units Outstanding 16,410,780 16,410,780
Equity:    
Total equity $ 0 $ 0
v3.22.2.2
Consolidated Statements of Operations and Comprehensive Income - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Revenues:        
Revenues $ 6,594 $ 4,779 $ 19,811 $ 12,642
Cost of sales and operating expenses:        
Cost of sales 6,261 4,472 18,703 11,631
General and administrative 29 28 86 79
Other operating 86 70 250 192
Lease expense 16 15 47 44
Gain on disposal of assets (3) (4) (8) (12)
Depreciation, amortization and accretion 55 45 151 135
Total cost of sales and operating expenses 6,444 4,626 19,229 12,069
Operating income 150 153 582 573
Interest expense, net (49) (40) (135) (124)
Equity in earnings of unconsolidated affiliate 1 1 3 3
Other income (expense), net 0 0 0 (7)
Income before income taxes 102 114 450 445
Income tax expense 19 10 30 21
Net income and comprehensive income $ 83 $ 104 $ 420 $ 424
Net income (loss) per common unit:        
Basic $ 0.76 $ 1.01 $ 4.32 $ 4.38
Diluted $ 0.75 $ 1.00 $ 4.27 $ 4.33
Weighted average common units outstanding:        
Basic 83,763,064 83,352,123 83,728,153 83,348,540
Diluted 84,831,037 84,549,277 84,769,526 84,364,321
Cash distributions per unit $ 0.8255 $ 0.8255 $ 2.4765 $ 2.4765
Common Units [Member]        
Weighted average common units outstanding:        
Basic 83,763,064 83,352,123 83,728,153 83,348,540
Diluted 84,831,037 84,549,277 84,769,526 84,364,321
Motor Fuel Sales [Member]        
Revenues:        
Revenues $ 6,468 $ 4,666 $ 19,423 $ 12,321
Non Motor Fuel Sales [Member]        
Revenues:        
Revenues 90 79 282 218
Lease Income [Member]        
Revenues:        
Revenues $ 36 $ 34 $ 106 $ 103
v3.22.2.2
Consolidated Statement of Equity
$ in Millions
USD ($)
Beginning balance at Dec. 31, 2020 $ 632
Cash distribution to unitholders (88)
Unit-based compensation 4
Partners' Capital, Other (4)
Partnership net income (loss) 154
Ending balance at Mar. 31, 2021 698
Beginning balance at Dec. 31, 2020 632
Partnership net income (loss) 424
Ending balance at Sep. 30, 2021 800
Beginning balance at Mar. 31, 2021 698
Cash distribution to unitholders (88)
Unit-based compensation 3
Partnership net income (loss) 166
Ending balance at Jun. 30, 2021 779
Cash distribution to unitholders (88)
Unit-based compensation 5
Partnership net income (loss) 104
Ending balance at Sep. 30, 2021 800
Beginning balance at Dec. 31, 2021 811
Cash distribution 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 distribution to unitholders (88)
Unit-based compensation 3
Partnership net income (loss) 121
Ending balance at Jun. 30, 2022 980
Cash distribution to unitholders (89)
Unit-based compensation 4
Partnership net income (loss) 83
Ending balance at Sep. 30, 2022 $ 978
v3.22.2.2
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Cash flows from operating activities:    
Net income and comprehensive income $ 420 $ 424
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation, amortization and accretion 151 135
Amortization of deferred financing fees 3 6
Gain on disposal of assets (8) (12)
Other income (expense), net 0 7
Non-cash unit-based compensation expense 12 12
Deferred income tax (38) (3)
Inventory valuation adjustment (81) (168)
Equity in earnings of unconsolidated affiliate (3) (3)
Changes in operating assets and liabilities, net of acquisitions:    
Accounts receivable, net (165) (245)
Receivables from affiliates 2 2
Inventories, net (53) 57
Other assets (36) (79)
Accounts payable 292 379
Accounts payable to affiliates 51 (16)
Accrued expenses and other current liabilities 20 24
Other noncurrent liabilities (3) (14)
Net cash provided by operating activities 640 512
Cash flows from investing activities:    
Capital expenditures (97) (92)
Distributions from unconsolidated affiliate in excess of cumulative earnings 5 6
Cash Acquired from Acquisition (252) (6)
Proceeds from disposal of property and equipment 18 27
Net cash used in investing activities (326) (65)
Cash flows from financing activities:    
Payments on long-term debt (1) (442)
Revolver borrowings 2,995 878
Distributions to unitholders (265) (264)
Net cash used in financing activities (143) (456)
Net increase (decrease) in cash and cash equivalents 171 (9)
Cash and cash equivalents at beginning of period 25 97
Cash and cash equivalents at end of period 196 88
Supplemental disclosure of non-cash investing activities:    
Change in note payable to affiliate (6) 5
Repayments of Lines of Credit $ (2,872) $ (628)
v3.22.2.2
Organization and Principles of Consolidation
 9 Months Ended
Sep. 30, 2022
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,” “SUN,” “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, 2022, Energy Transfer owned 100% of the limited liability company interests in our General Partner, 28,463,967 of our common units, which constitutes a 28.4% limited partner interest in us, and all of our incentive distribution rights ("IDRs").
The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
On April 1, 2022, we completed the previously announced acquisition of a transmix processing and terminal facility in Huntington, Indiana from Gladieux Capital Partners, LLC for $252 million, net of cash acquired. Management, with the assistance of a third party valuation firm, has determined the fair value of assets and liabilities at the date of the acquisition. Goodwill acquired in connection with the acquisition is deductible for tax purposes.
April 1, 2022
Inventories$108 
Other current assets56 
Property and equipment73 
Goodwill20 
Intangible assets98 
Current liabilities(88)
Net assets267 
Cash acquired(15)
Total cash consideration, net of cash acquired$252 
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 balance sheets or statements of cash flows.
v3.22.2.2
Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2022
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 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, 2021 filed with the Securities and Exchange Commission ("SEC") on February 18, 2022.
Significant Accounting Policies
As of September 30, 2022, 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, 2021 filed with the SEC on February 18, 2022.
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 $76 million and $88 million for the three months ended September 30, 2022 and 2021, respectively, and $219 million and $252 million for the nine months ended September 30, 2022 and 2021,
respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the consolidated statements of operations and comprehensive income.
v3.22.2.2
Accounts Receivable, net
 9 Months Ended
Sep. 30, 2022
Accounts Receivable, after Allowance for Credit Loss [Abstract]  
Accounts Receivable, net Accounts Receivable, net
Accounts receivable, net, consisted of the following:
September 30,
2022		December 31,
2021
(in millions)
Accounts receivable, trade$587 $428 
Credit card receivables45 37 
Vendor receivables for rebates and branding42 35 
Other receivables57 28 
Allowance for expected credit losses(1)(2)
Accounts receivable, net$730 $526 
v3.22.2.2
Inventories, net
 9 Months Ended
Sep. 30, 2022
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, 2022 and December 31, 2021, the Partnership’s fuel inventory balance included lower of cost or market reserves of $40 million and $121 million, respectively. The fuel inventory replacement cost was $6 million higher than the fuel inventory balance as of September 30, 2022. For the three and nine months ended September 30, 2022 and 2021, 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, 2022 and 2021, the Partnership’s cost of sales included unfavorable and favorable inventory adjustments of $40 million and $9 million, respectively, and for the nine months ended September 30, 2022 and 2021, the Partnership’s cost of sales included favorable inventory adjustments of $81 million and $168 million, respectively.
Inventories, net, consisted of the following:
September 30,
2022		December 31,
2021
(in millions)
Fuel$765 $526 
Other11 8 
Inventories, net$776 $534 
v3.22.2.2
Accrued Expenses and Other Current Liabilities
 9 Months Ended
Sep. 30, 2022
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,
2022		December 31,
2021
(in millions)
Wage and other employee-related accrued expenses$26 $23 
Accrued tax expense162 152 
Accrued insurance23 22 
Accrued interest expense51 31 
Dealer deposits23 21 
Accrued environmental expense7 7 
Other34 35 
Total$326 $291 
v3.22.2.2
Long-Term Debt
 9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt 
Long-term debt consisted of the following:
September 30,
2022		December 31,
2021
(in millions)
Sale leaseback financing obligation $85 $91 
Credit Facility704 581 
6.000% Senior Notes Due 2027
600 600 
5.875% Senior Notes Due 2028
400 400 
4.500% Senior Notes Due 2029
800 800 
4.500% Senior Notes Due 2030
800 800 
Finance leases9 9 
Total debt3,398 3,281 
Less: current maturities— 6 
Less: debt issuance costs24 26 
Long-term debt, net$3,374 $3,249 
Revolving Credit Agreement
On April 7, 2022, we entered into a Second Amended and Restated Credit Agreement with Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a letter of credit issuer (the “Credit Facility”). The Credit Facility amended and restated the former revolving credit facility entered into on July 27, 2018. The Credit Facility is a $1.50 billion revolving credit facility, expiring April 7, 2027 (which date may be extended in accordance with the terms of the Credit Facility). The Credit Facility can be increased from time to time upon our written request, subject to certain conditions, up to an additional $500 million.
As of September 30, 2022, the balance on the Credit Facility was $704 million, and $7 million in standby letters of credit were outstanding. The unused availability on the Credit Facility at September 30, 2022 was $0.8 billion. The weighted average interest rate on the total amount outstanding at September 30, 2022 was 5.11%. The Partnership was in compliance with all financial covenants at September 30, 2022.
Fair Value of Debt
The estimated fair value of debt is calculated using Level 2 inputs. The fair value of debt as of September 30, 2022 is estimated to be approximately $3.0 billion, based on outstanding balances as of the end of the period using current interest rates for similar securities.
v3.22.2.2
Other Noncurrent Liabilities (Notes)
 9 Months Ended
Sep. 30, 2022
Other Liabilities Disclosure [Abstract]  
Other Liabilities Disclosure [Text Block] Other Noncurrent Liabilities
Other noncurrent liabilities consisted of the following:
September 30,
2022		December 31,
2021
 (in millions)
Asset retirement obligations$82 $79 
Accrued environmental expense, long-term11 12 
Other19 13 
Total$112 $104 
v3.22.2.2
Related-Party Transactions
 9 Months Ended
Sep. 30, 2022
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 pipeline (a joint venture with Energy Transfer) was $129 million and $132 million as of September 30, 2022 and December 31, 2021, respectively. In addition, we recorded income on the unconsolidated joint venture of $1 million for each of the three months ended September 30, 2022 and 2021 and $3 million for each of the nine months ended September 30, 2022 and 2021.
Summary of Transactions
Related party transactions with affiliates for the three and nine months ended September 30, 2022 and 2021 were as follows (in millions):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Motor fuel sales to affiliates$16 $7 $44 $16 
Bulk fuel purchases from affiliates$458 $461 $1,701 $1,213 
Significant affiliate balances and activity related to the consolidated balance sheets are as follows:
•Net advances from affiliates were $117 million and $126 million as of September 30, 2022 and December 31, 2021, respectively, related to treasury services agreements with Energy Transfer.
•Net accounts receivable from affiliates were $10 million and $12 million as of September 30, 2022 and December 31, 2021, respectively, which were primarily related to motor fuel sales to affiliates.
•Net accounts payable to affiliates were $110 million and $59 million as of September 30, 2022 and December 31, 2021, respectively, attributable to operational expenses and bulk fuel purchases.
v3.22.2.2
Revenue (Notes)
 9 Months Ended
Sep. 30, 2022
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,
2022202120222021
(in millions)
Fuel Distribution and Marketing Segment
Distributor$2,757 $2,328 $8,510 $6,066 
Dealer1,211 983 3,692 2,565 
Unbranded wholesale1,859 804 5,315 2,216 
Commission agent443 384 1,361 1,043 
Non motor fuel sales29 21 111 51 
Lease income35 33 99 98 
Total6,334 4,553 19,088 12,039 
All Other Segment
Motor fuel
198 167 545 431 
Non motor fuel sales61 58 171 167 
Lease income1 1 7 5 
Total260 226 723 603 
Total revenue$6,594 $4,779 $19,811 $12,642 
Contract Balances with Customers
The balances of the Partnership’s contract assets and contract liabilities as of September 30, 2022 and December 31, 2021 were as follows:
September 30, 2022 December 31, 2021
(in millions)
Contract balances
Contract asset$182 $157 
Accounts receivable from contracts with customers$631 $463 
Contract liability$— $— 
Costs to Obtain or Fulfill a ContractFor the three and nine months ended September 30, 2022, the Partnership recognized $6 million and $16 million, respectively, and $6 million and $15 million for the three and nine months ended September 30, 2021, respectively, of amortization on capitalized costs incurred to obtain contracts.
v3.22.2.2
Commitments And Contingencies
 9 Months Ended
Sep. 30, 2022
Leases [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Litigation
We have at various points and may in the future become involved in various legal proceedings arising out of our operations in the normal course of business. These proceedings would be subject to the uncertainties inherent in any litigation, and we regularly assess the need for accounting recognition or disclosure of these contingencies. We would expect to defend ourselves vigorously in all such matters. Based on currently available information, we believe it is unlikely that the outcome of known matters would have a material adverse impact on our financial condition, results of operations or cash flows.
Lessee Accounting
The details of the Partnership's operating and finance lease liabilities are as follows:
September 30,
Lease Term and Discount Rate20222021
Weighted-average remaining lease term (years)
Operating leases2322
Finance leases2829
Weighted-average discount rate (%)
Operating leases6 %6 %
Finance leases4 %4 %
Nine Months Ended September 30,
Other information20222021
(in millions)
Cash paid for amount included in the measurement of lease liabilities
Operating cash flows from operating leases$(37)$(37)
Operating cash flows from finance leases$— $(1)
Financing cash flows from finance leases$— $(1)
Leased assets obtained in exchange for new finance lease liabilities$— $9 
Leased assets obtained in exchange for new operating lease liabilities$16 $1 
Maturity of lease liabilities (as of September 30, 2022)
Operating leasesFinance leasesTotal
(in millions)
2022 (remainder)$12 $— $12 
202348 — 48 
202447 — 47 
202547 — 47 
202646 — 46 
Thereafter788 15 803 
Total lease payment988 15 1,003 
Less: interest450 6 456 
Present value of lease liabilities$538 $9 $547 
Lessor Accounting
The Partnership leases or subleases a portion of its real estate portfolio to third party companies as a stable source of long-term revenue. Our lessor and sublease portfolio consists mainly of operating leases with convenience store operators. At this time, most
lessor agreements contain 5-year terms with renewal options to extend and early termination options based on established terms specific to the individual agreement.
v3.22.2.2
Income Tax Expense
 9 Months Ended
Sep. 30, 2022
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,
2022202120222021
(in millions)
Income tax expense at statutory federal rate$21 $24 $95 $94 
Partnership earnings not subject to tax(6)(18)(72)(79)
State and local tax, net of federal benefit4 2 7 5 
Other— 2 — 1 
Net income tax expense$19 $10 $30 $21 
v3.22.2.2
Partners' Capital
 9 Months Ended
Sep. 30, 2022
Partners' Capital [Abstract]  
Partners' Capital Equity
As of September 30, 2022, Energy Transfer and its subsidiaries owned 28,463,967 common units, which constitutes a 28.4% limited partner interest in the Partnership. As of September 30, 2022, our wholly-owned consolidated subsidiaries owned 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”) and the public owned 55,299,333 common units.
Common Units
The change in our outstanding common units for the nine months ended September 30, 2022 was as follows: 
Number of Units
Number of common units at December 31, 2021
83,670,950 
Vested phantom units exercised92,350 
Number of common units at September 30, 2022
83,763,300 
Allocation of Net Income
Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect to incentive cash distributions, which are allocated 100% to Energy Transfer.

The calculation of net income allocated to common unitholders was as follows (in millions):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Attributable to Common Units
Distributions $69 $68 $207 $206 
Distributions (in excess of) less than net income(6)16 154 159 
Common unitholders' interest in net income$63 $84 $361 $365 
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 2022 were as follows:
Limited Partners
Payment DatePer Unit DistributionTotal Cash DistributionDistribution to IDR Holders
(in millions, except per unit amounts)
November 18, 2022$0.8255 $69 $18 
August 19, 2022$0.8255 $69 $18 
May 19, 2022$0.8255 $69 $18 
February 18, 2022$0.8255 $69 $18 
v3.22.2.2
Segment Reporting
 9 Months Ended
Sep. 30, 2022
Segment Reporting [Abstract]  
Segment Reporting Disclosure [Text Block] Segment Reporting
Our consolidated financial statements reflect two reportable segments, Fuel Distribution and Marketing and All Other.
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, 2022 and 2021: 
Three Months Ended September 30,
20222021
Fuel Distribution and MarketingAll OtherIntercompany EliminationsTotalsFuel Distribution and MarketingAll OtherIntercompany EliminationsTotals
(in millions)
Revenue
Motor fuel sales$6,270 $198 $6,468 $4,499 $167 $4,666 
Non motor fuel sales29 61 90 21 58 79 
Lease income35 1 36 33 1 34 
Intersegment sales141 — (141)— 117 — (117)— 
Total revenue$6,475 $260 $(141)$6,594 $4,670 $226 $(117)$4,779 
Net income and comprehensive income$83 $104 
Depreciation, amortization and accretion55 45 
Interest expense, net49 40 
Income tax expense19 10 
Non-cash unit-based compensation expense4 5 
Gain on disposal of assets (3)(4)
Unrealized loss on commodity derivatives23 2 
Inventory adjustments40 (9)
Equity in earnings of unconsolidated affiliate(1)(1)
Adjusted EBITDA related to unconsolidated affiliate2 3 
Other non-cash adjustments5 3 
Adjusted EBITDA$250 $26 $276 $186 $12 $198 
Capital expenditures$32 $10 $42 $34 $10 $44 
Total assets as of September 30, 2022 and
December 31, 2021, respectively
$5,575 $999 $6,574 $4,825 $990 $5,815 
Nine Months Ended September 30,
20222021
Fuel Distribution and MarketingAll OtherIntercompany EliminationsTotalsFuel Distribution and MarketingAll OtherIntercompany EliminationsTotals
(in millions)
Revenue
Motor fuel sales$18,878 $545 $19,423 $11,890 $431 $12,321 
Non motor fuel sales111 171 282 51 167 218 
Lease income99 7 106 98 5 103 
Intersegment sales419 — (419)— 299 — (299)— 
Total revenue$19,507 $723 $(419)$19,811 $12,338 $603 $(299)$12,642 
Net income and
comprehensive income		$420 $424 
Depreciation, amortization and accretion151 135 
Interest expense, net135 124 
Income tax expense30 21 
Non-cash unit-based compensation expense12 12 
Gain on disposal of assets and impairment charges(8)(12)
Loss on extinguishment of debt— 7 
Unrealized loss (gain) on commodity derivatives3 (5)
Inventory adjustments(81)(168)
Equity in earnings of unconsolidated affiliate(3)(3)
Adjusted EBITDA related to unconsolidated affiliate7 7 
Other non-cash adjustments15 14 
Adjusted EBITDA$624 $57 $681 $530 $26 $556 
Capital expenditures$78 $19 $97 $79 $13 $92 
Total assets as of September 30, 2022 and
December 31, 2021, respectively
$5,575 $999 $6,574 $4,825 $990 $5,815 
v3.22.2.2
Net Income per Unit
 9 Months Ended
Sep. 30, 2022
Net Income Per Unit [Abstract]  
Net Income per Unit Net Income per Common Unit
A reconciliation of the numerators and denominators of the basic and diluted net income per common unit computations is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(in millions, except units and per unit amounts)
Net income and comprehensive income$83 $104 $420 $424 
Less:
Incentive distribution rights
18 18 54 54 
Distributions on nonvested phantom unit awards
2 2 5 5 
Common unitholders’ interest in net income
$63 $84 $361 $365 
Weighted average common units outstanding:
Basic
83,763,064 83,352,123 83,728,153 83,348,540 
Dilutive effect of nonvested phantom unit awards
1,067,973 1,197,154 1,041,373 1,015,781 
Diluted
84,831,037 84,549,277 84,769,526 84,364,321 
Net income per common unit:
Basic
$0.76 $1.01 $4.32 $4.38 
Diluted
$0.75 $1.00 $4.27 $4.33 
v3.22.2.2
Subsequent Events
 9 Months Ended
Sep. 30, 2022
Subsequent Events [Abstract]  
Subsequent Events Subsequent EventOn October 28, 2022, we executed a definitive agreement to acquire Peerless Oil & Chemicals, Inc. ("Peerless") for $70 million, subject to customary working capital adjustments. Peerless is an established terminal operator that distributes fuel products to over 100 locations within Puerto Rico and throughout the Caribbean.
v3.22.2.2
Organization and Principles of Consolidation Organization and Principles of Consolidation (Policies)
 9 Months Ended
Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Significant Accounting Policies [Text Block]
On April 1, 2022, we completed the previously announced acquisition of a transmix processing and terminal facility in Huntington, Indiana from Gladieux Capital Partners, LLC for $252 million, net of cash acquired. Management, with the assistance of a third party valuation firm, has determined the fair value of assets and liabilities at the date of the acquisition. Goodwill acquired in connection with the acquisition is deductible for tax purposes.
April 1, 2022
Inventories$108 
Other current assets56 
Property and equipment73 
Goodwill20 
Intangible assets98 
Current liabilities(88)
Net assets267 
Cash acquired(15)
Total cash consideration, net of cash acquired$252 
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 balance sheets or statements of cash flows.
v3.22.2.2
Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2022
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 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, 2021 filed with the Securities and Exchange Commission ("SEC") on February 18, 2022.
Recently Issued Accounting Pronouncements Significant Accounting PoliciesAs of September 30, 2022, 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, 2021 filed with the SEC on February 18, 2022.
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 $76 million and $88 million for the three months ended September 30, 2022 and 2021, respectively, and $219 million and $252 million for the nine months ended September 30, 2022 and 2021,
respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the consolidated statements of operations and comprehensive income.
v3.22.2.2
Inventory (Policies)
 9 Months Ended
Sep. 30, 2022
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, 2022 and December 31, 2021, the Partnership’s fuel inventory balance included lower of cost or market reserves of $40 million and $121 million, respectively. The fuel inventory replacement cost was $6 million higher than the fuel inventory balance as of September 30, 2022. For the three and nine months ended September 30, 2022 and 2021, 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, 2022 and 2021, the Partnership’s cost of sales included unfavorable and favorable inventory adjustments of $40 million and $9 million, respectively, and for the nine months ended September 30, 2022 and 2021, the Partnership’s cost of sales included favorable inventory adjustments of $81 million and $168 million, respectively.
v3.22.2.2
Revenue from Contract with Customer (Policies)
 9 Months Ended
Sep. 30, 2022
Revenue from Contract with Customer [Abstract]  
Revenue Contract Balances with CustomersCosts to Obtain or Fulfill a ContractFor the three and nine months ended September 30, 2022, the Partnership recognized $6 million and $16 million, respectively, and $6 million and $15 million for the three and nine months ended September 30, 2021, respectively, of amortization on capitalized costs incurred to obtain contracts.
v3.22.2.2
Partners' Capital Partners' Capital (Policies)
 9 Months Ended
Sep. 30, 2022
Partners' Capital [Abstract]  
Allocation of net income [Policy Text Block]
Allocation of Net Income
Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect to incentive cash distributions, which are allocated 100% to Energy Transfer.
v3.22.2.2
Organization, Consolidation and Presentation of Financial Statements (Tables)
 9 Months Ended
Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Business Acquisitions, by Acquisition
On April 1, 2022, we completed the previously announced acquisition of a transmix processing and terminal facility in Huntington, Indiana from Gladieux Capital Partners, LLC for $252 million, net of cash acquired. Management, with the assistance of a third party valuation firm, has determined the fair value of assets and liabilities at the date of the acquisition. Goodwill acquired in connection with the acquisition is deductible for tax purposes.
April 1, 2022
Inventories$108 
Other current assets56 
Property and equipment73 
Goodwill20 
Intangible assets98 
Current liabilities(88)
Net assets267 
Cash acquired(15)
Total cash consideration, net of cash acquired$252 
v3.22.2.2
Accounts Receivable, net (Tables)
 9 Months Ended
Sep. 30, 2022
Accounts Receivable, after Allowance for Credit Loss [Abstract]  
Schedule of Accounts Receivable
Accounts receivable, net, consisted of the following:
September 30,
2022		December 31,
2021
(in millions)
Accounts receivable, trade$587 $428 
Credit card receivables45 37 
Vendor receivables for rebates and branding42 35 
Other receivables57 28 
Allowance for expected credit losses(1)(2)
Accounts receivable, net$730 $526 
v3.22.2.2
Inventories, net (Tables)
 9 Months Ended
Sep. 30, 2022
Inventory Disclosure [Abstract]  
Schedule of Inventories
Inventories, net, consisted of the following:
September 30,
2022		December 31,
2021
(in millions)
Fuel$765 $526 
Other11 8 
Inventories, net$776 $534 
v3.22.2.2
Accrued Expenses and Other Current Liabilities (Tables)
 9 Months Ended
Sep. 30, 2022
Accrued Expenses And Other Current Liabilities [Abstract]  
Schedule of Accrued Liabilities
Accrued expenses and other current liabilities consisted of the following:
September 30,
2022		December 31,
2021
(in millions)
Wage and other employee-related accrued expenses$26 $23 
Accrued tax expense162 152 
Accrued insurance23 22 
Accrued interest expense51 31 
Dealer deposits23 21 
Accrued environmental expense7 7 
Other34 35 
Total$326 $291 
v3.22.2.2
Long-Term Debt (Tables)
 9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
Long-term debt consisted of the following:
September 30,
2022		December 31,
2021
(in millions)
Sale leaseback financing obligation $85 $91 
Credit Facility704 581 
6.000% Senior Notes Due 2027
600 600 
5.875% Senior Notes Due 2028
400 400 
4.500% Senior Notes Due 2029
800 800 
4.500% Senior Notes Due 2030
800 800 
Finance leases9 9 
Total debt3,398 3,281 
Less: current maturities— 6 
Less: debt issuance costs24 26 
Long-term debt, net$3,374 $3,249 
v3.22.2.2
Other Noncurrent Liabilities (Tables)
 9 Months Ended
Sep. 30, 2022
Other Liabilities Disclosure [Abstract]  
Other Noncurrent Liabilities [Table Text Block]
September 30,
2022		December 31,
2021
 (in millions)
Asset retirement obligations$82 $79 
Accrued environmental expense, long-term11 12 
Other19 13 
Total$112 $104 
v3.22.2.2
Related-Party Transactions (Tables)
 9 Months Ended
Sep. 30, 2022
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions [Table Text Block]
Related party transactions with affiliates for the three and nine months ended September 30, 2022 and 2021 were as follows (in millions):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Motor fuel sales to affiliates$16 $7 $44 $16 
Bulk fuel purchases from affiliates$458 $461 $1,701 $1,213 
v3.22.2.2
Revenue (Tables)
 9 Months Ended
Sep. 30, 2022
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,
2022202120222021
(in millions)
Fuel Distribution and Marketing Segment
Distributor$2,757 $2,328 $8,510 $6,066 
Dealer1,211 983 3,692 2,565 
Unbranded wholesale1,859 804 5,315 2,216 
Commission agent443 384 1,361 1,043 
Non motor fuel sales29 21 111 51 
Lease income35 33 99 98 
Total6,334 4,553 19,088 12,039 
All Other Segment
Motor fuel
198 167 545 431 
Non motor fuel sales61 58 171 167 
Lease income1 1 7 5 
Total260 226 723 603 
Total revenue$6,594 $4,779 $19,811 $12,642 
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, 2022 and December 31, 2021 were as follows:
September 30, 2022 December 31, 2021
(in millions)
Contract balances
Contract asset$182 $157 
Accounts receivable from contracts with customers$631 $463 
Contract liability$— $— 
v3.22.2.2
Commitments And Contingencies (Tables)
 9 Months Ended
Sep. 30, 2022
Leases [Abstract]  
Lease, Cost [Table Text Block]
The details of the Partnership's operating and finance lease liabilities are as follows:
September 30,
Lease Term and Discount Rate20222021
Weighted-average remaining lease term (years)
Operating leases2322
Finance leases2829
Weighted-average discount rate (%)
Operating leases6 %6 %
Finance leases4 %4 %
Nine Months Ended September 30,
Other information20222021
(in millions)
Cash paid for amount included in the measurement of lease liabilities
Operating cash flows from operating leases$(37)$(37)
Operating cash flows from finance leases$— $(1)
Financing cash flows from finance leases$— $(1)
Leased assets obtained in exchange for new finance lease liabilities$— $9 
Leased assets obtained in exchange for new operating lease liabilities$16 $1 
Lessee, Operating Lease, Liability, Maturity [Table Text Block]
Maturity of lease liabilities (as of September 30, 2022)
Operating leasesFinance leasesTotal
(in millions)
2022 (remainder)$12 $— $12 
202348 — 48 
202447 — 47 
202547 — 47 
202646 — 46 
Thereafter788 15 803 
Total lease payment988 15 1,003 
Less: interest450 6 456 
Present value of lease liabilities$538 $9 $547 
v3.22.2.2
Income Tax Expense (Tables)
 9 Months Ended
Sep. 30, 2022
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,
2022202120222021
(in millions)
Income tax expense at statutory federal rate$21 $24 $95 $94 
Partnership earnings not subject to tax(6)(18)(72)(79)
State and local tax, net of federal benefit4 2 7 5 
Other— 2 — 1 
Net income tax expense$19 $10 $30 $21 
v3.22.2.2
Partners' Capital (Tables)
 9 Months Ended
Sep. 30, 2022
Partners' Capital [Abstract]  
Schedule of Common Units
The change in our outstanding common units for the nine months ended September 30, 2022 was as follows: 
Number of Units
Number of common units at December 31, 2021
83,670,950 
Vested phantom units exercised92,350 
Number of common units at September 30, 2022
83,763,300 
Schedule of Net Income Allocation By Partners
The calculation of net income allocated to common unitholders was as follows (in millions):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Attributable to Common Units
Distributions $69 $68 $207 $206 
Distributions (in excess of) less than net income(6)16 154 159 
Common unitholders' interest in net income$63 $84 $361 $365 
Distributions Made to Limited Partner, by Distribution
Cash distributions paid or declared during 2022 were as follows:
Limited Partners
Payment DatePer Unit DistributionTotal Cash DistributionDistribution to IDR Holders
(in millions, except per unit amounts)
November 18, 2022$0.8255 $69 $18 
August 19, 2022$0.8255 $69 $18 
May 19, 2022$0.8255 $69 $18 
February 18, 2022$0.8255 $69 $18 
v3.22.2.2
Segment Reporting (Tables)
 9 Months Ended
Sep. 30, 2022
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
Three Months Ended September 30,
20222021
Fuel Distribution and MarketingAll OtherIntercompany EliminationsTotalsFuel Distribution and MarketingAll OtherIntercompany EliminationsTotals
(in millions)
Revenue
Motor fuel sales$6,270 $198 $6,468 $4,499 $167 $4,666 
Non motor fuel sales29 61 90 21 58 79 
Lease income35 1 36 33 1 34 
Intersegment sales141 — (141)— 117 — (117)— 
Total revenue$6,475 $260 $(141)$6,594 $4,670 $226 $(117)$4,779 
Net income and comprehensive income$83 $104 
Depreciation, amortization and accretion55 45 
Interest expense, net49 40 
Income tax expense19 10 
Non-cash unit-based compensation expense4 5 
Gain on disposal of assets (3)(4)
Unrealized loss on commodity derivatives23 2 
Inventory adjustments40 (9)
Equity in earnings of unconsolidated affiliate(1)(1)
Adjusted EBITDA related to unconsolidated affiliate2 3 
Other non-cash adjustments5 3 
Adjusted EBITDA$250 $26 $276 $186 $12 $198 
Capital expenditures$32 $10 $42 $34 $10 $44 
Total assets as of September 30, 2022 and
December 31, 2021, respectively
$5,575 $999 $6,574 $4,825 $990 $5,815 
Nine Months Ended September 30,
20222021
Fuel Distribution and MarketingAll OtherIntercompany EliminationsTotalsFuel Distribution and MarketingAll OtherIntercompany EliminationsTotals
(in millions)
Revenue
Motor fuel sales$18,878 $545 $19,423 $11,890 $431 $12,321 
Non motor fuel sales111 171 282 51 167 218 
Lease income99 7 106 98 5 103 
Intersegment sales419 — (419)— 299 — (299)— 
Total revenue$19,507 $723 $(419)$19,811 $12,338 $603 $(299)$12,642 
Net income and
comprehensive income		$420 $424 
Depreciation, amortization and accretion151 135 
Interest expense, net135 124 
Income tax expense30 21 
Non-cash unit-based compensation expense12 12 
Gain on disposal of assets and impairment charges(8)(12)
Loss on extinguishment of debt— 7 
Unrealized loss (gain) on commodity derivatives3 (5)
Inventory adjustments(81)(168)
Equity in earnings of unconsolidated affiliate(3)(3)
Adjusted EBITDA related to unconsolidated affiliate7 7 
Other non-cash adjustments15 14 
Adjusted EBITDA$624 $57 $681 $530 $26 $556 
Capital expenditures$78 $19 $97 $79 $13 $92 
Total assets as of September 30, 2022 and
December 31, 2021, respectively
$5,575 $999 $6,574 $4,825 $990 $5,815 
v3.22.2.2
Net Income per Unit (Tables)
 9 Months Ended
Sep. 30, 2022
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,
2022202120222021
(in millions, except units and per unit amounts)
Net income and comprehensive income$83 $104 $420 $424 
Less:
Incentive distribution rights
18 18 54 54 
Distributions on nonvested phantom unit awards
2 2 5 5 
Common unitholders’ interest in net income
$63 $84 $361 $365 
Weighted average common units outstanding:
Basic
83,763,064 83,352,123 83,728,153 83,348,540 
Dilutive effect of nonvested phantom unit awards
1,067,973 1,197,154 1,041,373 1,015,781 
Diluted
84,831,037 84,549,277 84,769,526 84,364,321 
Net income per common unit:
Basic
$0.76 $1.01 $4.32 $4.38 
Diluted
$0.75 $1.00 $4.27 $4.33 
v3.22.2.2
Organization and Principles of Consolidation - Additional Information (Details) - USD ($)
 9 Months Ended
Apr. 01, 2022
Sep. 30, 2022
Dec. 31, 2021
Common Units [Member]      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Limited Partners' Capital Account, Units Outstanding   83,763,300 83,670,950
Gladieux Capital Partners, LLC      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Other Payments to Acquire Businesses $ 252    
Energy Transfer Operating, L.P. [Member]      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Percentage of Common Units Owned   28.40%  
Energy Transfer Operating, L.P. [Member] | Common Units [Member]      
Organization Consolidation And Presentation Of Financial Statements [Line Items]      
Limited Partners' Capital Account, Units Outstanding   28,463,967  
v3.22.2.2
Organization and Principles of Consolidation Acquisition (Details) - USD ($)
$ in Millions
 9 Months Ended
Apr. 01, 2022
Sep. 30, 2022
Sep. 30, 2021
Business Acquisition [Line Items]      
Total cash consideration, net of cash acquired   $ 252 $ 6
Gladieux Capital Partners, LLC      
Business Acquisition [Line Items]      
Inventories $ 108    
Other current assets 56    
Property and equipment 73    
Goodwill 20    
Intangible assets 98    
Intangible assets (88)    
Current liabilities 267    
Cash acquired (15)    
Total cash consideration, net of cash acquired $ 252    
v3.22.2.2
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Accounting Policies [Abstract]        
Motor fuel and sales taxes $ 76 $ 88 $ 219 $ 252
v3.22.2.2
Accounts Receivable, net (Details) - USD ($)
$ in Millions
Sep. 30, 2022
Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Allowance for expected credit losses $ (1) $ (2)
Accounts receivable, net 730 526
Trade Accounts Receivable [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current 587 428
Credit Card Receivable [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current 45 37
Vendor Receivables For Rebates Branding And Other [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current 42 35
Other Receivables [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current $ 57 $ 28
v3.22.2.2
Inventories, net - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Dec. 31, 2021
Inventory Disclosure [Abstract]          
Inventory Adjustments $ 40   $ 40   $ 121
Inventory valuation adjustment 40 $ (9) 81 $ 168  
Excess of Replacement or Current Costs over Stated LIFO Value $ 6   $ 6    
v3.22.2.2
Inventories, net (Details) - USD ($)
$ in Millions
Sep. 30, 2022
Dec. 31, 2021
Inventory Disclosure [Abstract]    
Fuel $ 765 $ 526
Other 11 8
Inventories, net $ 776 $ 534
v3.22.2.2
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Millions
Sep. 30, 2022
Dec. 31, 2021
Accrued Expenses And Other Current Liabilities [Abstract]    
Wage and other employee-related accrued expenses $ 26 $ 23
Accrued tax expense 162 152
Accrued insurance 23 22
Accrued interest expense 51 31
Dealer deposits 23 21
Accrued environmental expense 7 7
Other 34 35
Total $ 326 $ 291
v3.22.2.2
Long-Term Debt (Details) - USD ($)
$ in Millions
Sep. 30, 2022
Dec. 31, 2021
Debt Instrument [Line Items]    
Credit Facility $ 704 $ 581
Finance leases 9 9
Total debt 3,398 3,281
Less: current maturities 0 6
Less: debt issuance costs 24 26
Long-term debt, net 3,374 3,249
Sales leaseback financial obligation    
Debt Instrument [Line Items]    
Sale leaseback financing obligation 85 91
Two Thousand Eighteen Revolver [Member] | Revolving Credit Agreement [Member]    
Debt Instrument [Line Items]    
Credit Facility $ 704 581
Four Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] | Senior Notes [Member]    
Debt Instrument [Line Items]    
Debt Instrument, Interest Rate, Stated Percentage 6.00%  
Senior Notes $ 600 600
Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty Six [Member] | Senior Notes [Member]    
Debt Instrument [Line Items]    
Debt Instrument, Interest Rate, Stated Percentage 5.875%  
Senior Notes $ 400 400
Six Percentage Senior Notes Due Two Thousand Twenty Seven [Member] | Senior Notes [Member]    
Debt Instrument [Line Items]    
Debt Instrument, Interest Rate, Stated Percentage 4.50%  
Senior Notes $ 800 800
Five Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Eight [Member] | Senior Notes [Member]    
Debt Instrument [Line Items]    
Debt Instrument, Interest Rate, Stated Percentage 4.50%  
Senior Notes $ 800 $ 800
v3.22.2.2
Long-Term Debt (Revolving Credit Agreement) (Details) - USD ($)
$ in Millions
Sep. 30, 2022
Dec. 31, 2021
Debt Instrument [Line Items]    
Revolving line of credit $ 704 $ 581
Line of Credit Facility, Maximum Borrowing Capacity 1,500  
Accordion feature of line of credit    
Debt Instrument [Line Items]    
Line of Credit Facility, Maximum Borrowing Capacity 500  
Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member]    
Debt Instrument [Line Items]    
Revolving line of credit 704 $ 581
Letters of Credit Outstanding, Amount 7  
Debt Instrument, Unused Borrowing Capacity, Amount $ 800  
Debt, Weighted Average Interest Rate 5.11%  
v3.22.2.2
Long-Term Debt Fair Value Measurements (Details)
$ in Billions
Sep. 30, 2022
USD ($)
Fair Value Measurements [Abstract]  
Long-term Debt, Fair Value $ 3.0
v3.22.2.2
Other Noncurrent Liabilities (Details) - USD ($)
$ in Millions
Sep. 30, 2022
Dec. 31, 2021
Other Liabilities Disclosure [Abstract]    
Reserve for underground storage tank removal $ 82 $ 79
Accrued environmental expense, long-term 11 12
Other 19 13
Other noncurrent liabilities $ 112 $ 104
v3.22.2.2
Related-Party Transactions (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Dec. 31, 2021
Related Party Transaction [Line Items]          
Investment in unconsolidated affiliate $ 129   $ 129   $ 132
Equity in earnings of unconsolidated affiliate 1 $ 1 3 $ 3  
Advances from affiliates 117   117   126
Receivables from affiliates 10   10   12
Accounts payable to affiliates 110   110   $ 59
Wholesale motor fuel sales to affiliates [Member]          
Related Party Transaction [Line Items]          
Revenue from Related Parties 16 7 44 16  
Wholesale Motor Fuel [Member]          
Related Party Transaction [Line Items]          
Related Party Transaction, Purchases from Related Party $ 458 $ 461 $ 1,701 $ 1,213  
v3.22.2.2
Revenue (Disaggregation of Revenue) (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Disaggregation of Revenue [Line Items]        
Revenues $ 6,594 $ 4,779 $ 19,811 $ 12,642
Motor Fuel Sales [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 6,468 4,666 19,423 12,321
Lease Income [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 36 34 106 103
Fuel Distribution and Marketing [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 6,334 4,553 19,088 12,039
Fuel Distribution and Marketing [Member] | Dealer Revenue [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 2,757 2,328 8,510 6,066
Fuel Distribution and Marketing [Member] | Distributor Revenue [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 1,211 983 3,692 2,565
Fuel Distribution and Marketing [Member] | Unbranded Wholesale Revenue [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 1,859 804 5,315 2,216
Fuel Distribution and Marketing [Member] | Commission Agent Revenue [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 443 384 1,361 1,043
Fuel Distribution and Marketing [Member] | Non Motor Fuel [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 29 21 111 51
Fuel Distribution and Marketing [Member] | Lease Income [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 35 33 99 98
All Other [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 260 226 723 603
All Other [Member] | Motor Fuel Sales [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 198 167 545 431
All Other [Member] | Non Motor Fuel [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 61 58 171 167
All Other [Member] | Lease Income [Member]        
Disaggregation of Revenue [Line Items]        
Revenues $ 1 $ 1 $ 7 $ 5
v3.22.2.2
Revenue (Contract Balances with Customer) (Details) - USD ($)
$ in Millions
Sep. 30, 2022
Dec. 31, 2021
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract]    
Contract asset $ 182 $ 157
Receivables from Customers 631 463
Contract with Customer, Liability $ 0 $ 0
v3.22.2.2
Revenue (Costs to Obtain or Fulfill a Contract) (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Revenue from Contract with Customer [Abstract]        
Capitalized Contract Cost, Amortization $ 6 $ 6 $ 16 $ 15
v3.22.2.2
Commitments And Contingencies (Lessee Disclosures) (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Dec. 31, 2021
Lease Term and Discount Rate [Abstract]      
Operating Lease, Weighted Average Remaining Lease Term 23 years 22 years  
Finance Lease, Weighted Average Remaining Lease Term 28 years 29 years  
Operating Lease, Weighted Average Discount Rate, Percent 6.00% 6.00%  
Finance Lease, Weighted Average Discount Rate, Percent 4.00% 4.00%  
Cash Flow, Operating Activities, Lessee [Abstract]      
Operating cash flows from operating leases $ (37) $ (37)  
Operating cash flows from finance leases 0 (1)  
Financing cash flows from finance leases 0 (1)  
Leased assets obtained in exchange for new finance lease liabilities 0 9  
Leased assets obtained in exchange for new operating lease liabilities 16 $ 1  
Lessee, Operating Lease, Liability, Payment, Due, Rolling Maturity [Abstract]      
Operating lease - 2022 (remainder) 12    
Operating lease - 2023 48    
Operating lease - 2024 47    
Operating lease - 2025 47    
Operating lease - 2026 46    
Operating lease - Thereafter 788    
Total lease payment 988    
Less: interest (450)    
Present value of lease liabilities - operating leases 538    
Finance Lease, Liability, Payment, Due, Rolling Maturity [Abstract]      
Finance lease - 2022 (remainder) 0    
Finance lease - 2023 0    
Finance lease - 2024 0    
Finance lease - 2025 0    
Finance lease - 2026 0    
Finance lease - Thereafter 15    
Total lease payment 15    
Less: interest (6)    
Present value of lease liabilities - finance leases 9   $ 9
Maturity of lease liabilities [Abstract]      
2022 (remainder) 12    
2023 48    
2024 47    
2025 47    
2026 46    
Thereafter 803    
Total lease payment 1,003    
Less: interest (456)    
Present value of lease liabilities $ 547    
v3.22.2.2
Commitments And Contingencies (Lessor Disclosures) (Details)
Sep. 30, 2022
Lessor Disclosure [Abstract]  
Lessor, Operating Lease, Term of Contract 5 years
v3.22.2.2
Income Tax Expense (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Income Tax Disclosure [Abstract]        
Income tax expense at statutory federal rate $ 21 $ 24 $ 95 $ 94
Partnership earnings not subject to tax (6) (18) (72) (79)
State and local tax, net of federal benefit 4 2 7 5
Other 0 2 0 1
Net income tax expense $ 19 $ 10 $ 30 $ 21
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent     21.00%  
v3.22.2.2
Partners' Capital Narrative (Details) - shares
 9 Months Ended
Sep. 30, 2022
Dec. 31, 2021
Common Units    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding 55,299,333  
Common Units [Member]    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding 83,763,300 83,670,950
Class C Units [Member]    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding 16,410,780 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]    
Schedule of Partners' Capital [Line Items]    
Percentage of Common Units Owned 28.40%  
Energy Transfer Operating, L.P. [Member] | Common Units [Member]    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding 28,463,967  
v3.22.2.2
Partners' Capital (Schedule of Common Units) (Details) - Common Units [Member]
 9 Months Ended
Sep. 30, 2022
shares
Class of Stock [Line Items]  
Number of common units at December 31, 2021 83,670,950
Vested phantom units exercised 92,350
Number of common units at September 30, 2022 83,763,300
v3.22.2.2
Partners' Capital (Allocations of Net Income) (Details) - Common Units [Member] - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Schedule of Partners' Capital [Line Items]        
Distributions $ 69 $ 68 $ 207 $ 206
Distributions in excess of income 6 (16) (154) (159)
Common unitholders’ interest in net income $ 63 $ 84 $ 361 $ 365
v3.22.2.2
Partners' Capital (Cash Distributions) (Details) - USD ($)
$ / shares in Units, $ in Millions
 9 Months Ended
Nov. 18, 2022
Aug. 19, 2022
May 19, 2022
Feb. 18, 2022
Sep. 30, 2022
Sep. 30, 2021
Distribution Made To Managing Member Or General Partner [Line Items]            
Per Unit Distribution (in dollars per unit)   $ 0.8255 $ 0.8255 $ 0.8255    
Total Cash Distribution   $ 69 $ 69 $ 69 $ 265 $ 264
General Partner            
Distribution Made To Managing Member Or General Partner [Line Items]            
Total Cash Distribution   $ 18 $ 18 $ 18    
Subsequent Event [Member]            
Distribution Made To Managing Member Or General Partner [Line Items]            
Per Unit Distribution (in dollars per unit) $ 0.8255          
Total Cash Distribution $ 69          
Subsequent Event [Member] | General Partner            
Distribution Made To Managing Member Or General Partner [Line Items]            
Total Cash Distribution $ 18          
v3.22.2.2
Segment Reporting - Additional Information (Details)
 9 Months Ended
Sep. 30, 2022
segment
Segment Reporting [Abstract]  
Number of Operating Segments 2
v3.22.2.2
Segment Reporting (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Dec. 31, 2021
Segment Reporting Information [Line Items]          
Revenues $ 6,594 $ 4,779 $ 19,811 $ 12,642  
Interest expense, net (49) (40) (135) (124)  
Net income and comprehensive income 83 104 420 424  
Depreciation, amortization and accretion 55 45 151 135  
Non-cash unit-based compensation expense 4 5 12 12  
Gain on disposal of assets (3) (4) (8) (12)  
Unrealized loss (gain) on commodity derivatives (23) (2) (3) 5  
Inventory adjustments 40 (9) (81) (168)  
Equity in earnings of unconsolidated affiliate (1) (1) (3) (3)  
Adjusted EBITDA related to unconsolidated affiliate 2 3 7 7  
Other non-cash adjustments 5 3 15 14  
Income tax expense 19 10 30 21  
Adjusted EBITDA 276 198 681 556  
Capital expenditures 42 44 97 92  
Assets 6,574   6,574   $ 5,815
Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 6,594 4,779 19,811 12,642  
Intersegment Revenue Not Eliminated          
Segment Reporting Information [Line Items]          
Revenues 0 0 0 0  
Fuel Distribution and Marketing [Member]          
Segment Reporting Information [Line Items]          
Revenues 6,334 4,553 19,088 12,039  
Adjusted EBITDA 250 186 624 530  
Capital expenditures 32 34 78 79  
Assets 5,575   5,575   4,825
Fuel Distribution and Marketing [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 6,475 4,670 19,507 12,338  
All Other [Member]          
Segment Reporting Information [Line Items]          
Revenues 260 226 723 603  
Adjusted EBITDA 26 12 57 26  
Capital expenditures 10 10 19 13  
Assets 999   999   $ 990
All Other [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 260 226 723 603  
Motor Fuel Sales [Member]          
Segment Reporting Information [Line Items]          
Revenues 6,468 4,666 19,423 12,321  
Motor Fuel Sales [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 6,468 4,666 19,423 12,321  
Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 6,270 4,499 18,878 11,890  
Motor Fuel Sales [Member] | All Other [Member]          
Segment Reporting Information [Line Items]          
Revenues 198 167 545 431  
Motor Fuel Sales [Member] | All Other [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 198 167 545 431  
Non Motor Fuel Sales [Member]          
Segment Reporting Information [Line Items]          
Revenues 90 79 282 218  
Non Motor Fuel Sales [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 90 79 282 218  
Non Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 29 21 111 51  
Non Motor Fuel Sales [Member] | All Other [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 61 58 171 167  
Lease Income [Member]          
Segment Reporting Information [Line Items]          
Revenues 36 34 106 103  
Lease Income [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 36 34 106 103  
Lease Income [Member] | Fuel Distribution and Marketing [Member]          
Segment Reporting Information [Line Items]          
Revenues 35 33 99 98  
Lease Income [Member] | Fuel Distribution and Marketing [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 35 33 99 98  
Lease Income [Member] | All Other [Member]          
Segment Reporting Information [Line Items]          
Revenues 1 1 7 5  
Lease Income [Member] | All Other [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 1 1 7 5  
Consolidation, Eliminations | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues (141) (117) (419) (299)  
Consolidation, Eliminations | Fuel Distribution and Marketing [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 141 117 419 299  
Consolidation, Eliminations | All Other [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues $ 0 $ 0 $ 0 $ 0  
v3.22.2.2
Net Income per Unit (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Sep. 30, 2022
Sep. 30, 2021
Earnings Per Share Basic [Line Items]                
Net Income (Loss) Attributable to Parent $ 83 $ 121 $ 216 $ 104 $ 166 $ 154 $ 420 $ 424
Incentive distribution rights 18     18     54 54
Distributions on nonvested phantom unit awards $ 2     $ 2     $ 5 $ 5
Weighted average common units outstanding:                
Common - basic (in shares) 83,763,064     83,352,123     83,728,153 83,348,540
Common - diluted (in shares) 84,831,037     84,549,277     84,769,526 84,364,321
Basic $ 0.76     $ 1.01     $ 4.32 $ 4.38
Diluted $ 0.75     $ 1.00     $ 4.27 $ 4.33
Common Units [Member]                
Earnings Per Share Basic [Line Items]                
Common unitholders’ interest in net income $ 63     $ 84     $ 361 $ 365
Weighted average common units outstanding:                
Common - basic (in shares) 83,763,064     83,352,123     83,728,153 83,348,540
Common - equivalents (in shares) 1,067,973     1,197,154     1,041,373 1,015,781
Common - diluted (in shares) 84,831,037     84,549,277     84,769,526 84,364,321
v3.22.2.2
Subsequent Events (Details)
$ in Millions
Oct. 27, 2022
USD ($)
Subsequent Event [Member] | Peerless Oil & Chemicals, Inc.  
Subsequent Event [Line Items]  
Asset Acquisition, Price of Acquisition, Expected $ 70