SUNOCO LP, 10-Q filed on 11/4/2021
Quarterly Report
v3.21.2
Document And Entity Information - shares
 9 Months Ended
Sep. 30, 2021
Oct. 29, 2021
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2021  
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 2021  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Common Units [Member]    
Document Information [Line Items]    
Entity Partnership Units Outstanding   83,352,123
Common Class C [Member]    
Document Information [Line Items]    
Entity Partnership Units Outstanding   16,410,780
v3.21.2
Consolidated Balance Sheets - USD ($)
$ in Millions
Sep. 30, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 88 $ 97
Accounts receivable, net 540 295
Receivables from affiliates 9 11
Inventories, net 493 382
Other current assets 126 62
Total current assets 1,256 847
Property and equipment 2,275 2,231
Accumulated depreciation (888) (806)
Property and equipment, net 1,387 1,425
Other assets:    
Finance lease right-of-use assets, net 9 3
Operating lease right-of-use assets, net 515 536
Goodwill 1,568 1,564
Intangible assets 894 894
Accumulated amortization (349) (306)
Intangible assets, net 545 588
Other noncurrent assets 172 168
Investment in unconsolidated affiliate 133 136
Total assets 5,585 5,267
Current liabilities:    
Accounts payable 611 267
Accounts payable to affiliates 63 79
Accrued expenses and other current liabilities 306 282
Operating lease current liabilities 19 19
Current maturities of long-term debt 6 6
Total current liabilities 1,005 653
Operating lease noncurrent liabilities 519 538
Revolving line of credit 250 0
Long-term debt, net 2,672 3,106
Advances from affiliates 127 125
Deferred tax liability 108 104
Other noncurrent liabilities 104 109
Total liabilities 4,785 4,635
Commitments and contingencies (Note 10)
Equity:    
Total equity 800 632
Total liabilities and equity 5,585 5,267
Common Units [Member]    
Equity:    
Total equity 800 632
Class C Units [Member]    
Equity:    
Total equity $ 0 $ 0
v3.21.2
Consolidated Balance Sheets (Parenthetical) - shares
Sep. 30, 2021
Dec. 31, 2020
Common Units [Member]    
Equity:    
Limited Partners' Capital Account, Units Issued 83,352,123 83,333,631
Limited Partners' Capital Account, Units Outstanding 83,352,123 83,333,631
Class C Units [Member]    
Equity:    
Limited Partners' Capital Account, Units Issued 16,410,780 16,410,780
Limited Partners' Capital Account, Units Outstanding 16,410,780 16,410,780
v3.21.2
Consolidated Statements of Operations and Comprehensive Income - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Revenues:        
Revenues $ 4,779 $ 2,805 $ 12,642 $ 8,157
Cost of sales and operating expenses:        
Cost of sales 4,472 2,497 11,631 7,383
General and administrative 28 28 79 87
Other operating 70 68 192 219
Lease expense 15 16 44 46
(Gain) loss on disposal of assets (4) (1) (12) 7
Depreciation, amortization and accretion 45 50 135 142
Total cost of sales and operating expenses 4,626 2,658 12,069 7,884
Operating income 153 147 573 273
Interest expense, net (40) (43) (124) (131)
Equity in earnings of unconsolidated affiliate 1 1 3 3
Other income (expense), net 0 0 (7) 0
Income before income taxes 114 105 445 145
Income tax expense 10 5 21 16
Net income and comprehensive income $ 104 $ 100 $ 424 $ 129
Net income (loss) per common unit:        
Basic $ 1.01 $ 0.97 $ 4.38 $ 0.85
Diluted $ 1.00 $ 0.96 $ 4.33 $ 0.84
Weighted average common units outstanding:        
Basic 83,352,123 83,056,365 83,348,540 83,033,556
Diluted 84,549,277 83,770,034 84,364,321 83,668,835
Cash distributions per unit $ 0.8255 $ 0.8255 $ 2.4765 $ 2.4765
Common Units [Member]        
Weighted average common units outstanding:        
Basic 83,352,123 83,056,365 83,348,540 83,033,556
Diluted 84,549,277 83,770,034 84,364,321 83,668,835
Motor Fuel Sales [Member]        
Revenues:        
Revenues $ 4,666 $ 2,711 $ 12,321 $ 7,869
Non Motor Fuel Sales [Member]        
Revenues:        
Revenues 79 60 218 185
Lease Income [Member]        
Revenues:        
Revenues $ 34 $ 34 $ 103 $ 103
v3.21.2
Consolidated Statement of Equity
$ in Millions
USD ($)
Beginning balance at Dec. 31, 2019 $ 758
Cash distribution to unitholders (88)
Unit-based compensation 4
Partnership net income (loss) (128)
Ending balance at Mar. 31, 2020 546
Beginning balance at Dec. 31, 2019 758
Partnership net income (loss) 129
Ending balance at Sep. 30, 2020 635
Beginning balance at Mar. 31, 2020 546
Cash distribution to unitholders (88)
Unit-based compensation 3
Partnership net income (loss) 157
Ending balance at Jun. 30, 2020 618
Cash distribution to unitholders (88)
Unit-based compensation 4
Partnership net income (loss) 100
Ending balance at Sep. 30, 2020 635
Partners' Capital, Other 1
Beginning balance at Dec. 31, 2020 632
Cash distribution to unitholders (88)
Unit-based compensation 4
Partnership net income (loss) 154
Ending balance at Mar. 31, 2021 698
Partners' Capital, Other (4)
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
v3.21.2
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Cash flows from operating activities:    
Net income (loss) and comprehensive income (loss) $ 424 $ 129
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation, amortization and accretion 135 142
Amortization of deferred financing fees 6 5
(Gain) loss on disposal of assets (12) 7
Other income (expense), net 7 0
Non-cash unit-based compensation expense 12 11
Deferred income tax (3) 3
Inventory valuation adjustment (168) 126
Equity in earnings of unconsolidated affiliate (3) (3)
Changes in operating assets and liabilities, net of acquisitions:    
Accounts receivable, net (245) 147
Receivables from affiliates 2 6
Inventories, net 57 (34)
Other assets (79) 22
Accounts payable 379 (150)
Accounts payable to affiliates (16) 62
Accrued expenses and other current liabilities 24 6
Other noncurrent liabilities (14) (11)
Net cash provided by operating activities 512 462
Cash flows from investing activities:    
Capital expenditures (92) (80)
Contributions to unconsolidated affiliate 0 (8)
Distributions from unconsolidated affiliate in excess of cumulative earnings 6 9
Payments to Acquire Businesses, Net of Cash Acquired (6) 0
Proceeds from disposal of property and equipment 27 6
Net cash used in investing activities (65) (73)
Cash flows from financing activities:    
Payments on long-term debt (442) (8)
Revolver borrowings 878 952
Distributions to unitholders (264) (264)
Net cash used in financing activities (456) (347)
Net increase (decrease) in cash and cash equivalents (9) 42
Cash and cash equivalents at beginning of period 97 21
Cash and cash equivalents at end of period 88 63
Supplemental disclosure of non-cash investing activities:    
Change in note payable to affiliate 5 8
Repayments of Lines of Credit $ (628) $ (1,027)
v3.21.2
Organization and Principles of Consolidation
 9 Months Ended
Sep. 30, 2021
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 (“General Partner”), which is owned by Energy Transfer LP (“ET”). Prior to April 1, 2021, Energy Transfer Operating, L.P. (“ETO”) owned our General Partner. On April 1, 2021, ETO merged into ET with ET surviving the merger. As of September 30, 2021, ET and its subsidiaries owned 100% of the membership interests in our General Partner, all of our incentive distribution rights (“IDRs”) and approximately 34.1% of our common units, which constitutes a 28.5% limited partner interest in us.
The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, and our wholly‑owned subsidiaries.
Our primary operations are conducted by the following consolidated subsidiaries:
•Sunoco, LLC (“Sunoco LLC”), a Delaware limited liability company, primarily distributes motor fuel in 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama, Texas, Arkansas, Maryland and New York.
•Sunoco Retail LLC (“Sunoco Retail”), a Pennsylvania limited liability company, owns and operates retail stores that sell motor fuel and merchandise primarily in New Jersey. Sunoco Retail also leases owned sites to commission agents who sell motor fuels to the motoring public on Sunoco Retail's behalf for a commission.
•Aloha Petroleum LLC (“Aloha LLC”), a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands.
•Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates retail stores on the Hawaiian Islands.

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 balance sheets or statements of cash flows.
v3.21.2
Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2021
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, 2020 filed with the Securities and Exchange Commission ("SEC") on February 19, 2021.
Significant Accounting Policies
As of September 30, 2021, 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, 2020 filed with the SEC on February 19, 2021.
Motor Fuel and Sales Taxes
For bulk sales, 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 direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales.
For other locations where the Partnership holds inventory, including commission agent arrangements and Partnership-operated retail locations, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $88 million and $82 million for the three months ended September 30, 2021 and 2020, respectively, and $252 million and $226 million for the nine months ended September 30, 2021 and 2020, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying consolidated statements of operations and comprehensive income.
v3.21.2
Accounts Receivable, net
 9 Months Ended
Sep. 30, 2021
Accounts Receivable, after Allowance for Credit Loss [Abstract]  
Accounts Receivable, net Accounts Receivable, net
Accounts receivable, net, consisted of the following:
September 30,
2021		December 31,
2020
(in millions)
Accounts receivable, trade$436 $239 
Credit card receivables39 24 
Vendor receivables for rebates and branding33 26 
Other receivables34 13 
Allowance for expected credit losses(2)(7)
Accounts receivable, net$540 $295 
v3.21.2
Inventories, net
 9 Months Ended
Sep. 30, 2021
Inventory Disclosure [Abstract]  
Inventories, net Inventories, net 
Due to changes in fuel prices, we recorded an inventory adjustment on the value of fuel inventory of $168 million for the nine months ended September 30, 2021.
Fuel inventories are stated at the lower of cost or market using the last-in-first-out (“LIFO”) method. As of September 30, 2021 and December 31, 2020, the carrying value of the Partnership’s fuel inventory included lower of cost or market reserves of $143 million and $311 million, respectively, and the inventory carrying value equaled or exceeded its replacement cost. For the three and nine months ended September 30, 2021 and 2020, 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.
Inventories, net, consisted of the following:
September 30,
2021		December 31,
2020
(in millions)
Fuel$485 $374 
Other8 8 
Inventories, net$493 $382 
v3.21.2
Accrued Expenses and Other Current Liabilities
 9 Months Ended
Sep. 30, 2021
Accrued Expenses And Other Current Liabilities [Abstract]  
Accrued Expenses and Other Current Liabilities Accrued Expenses and Other Current Liabilities
Current accrued expenses and other current liabilities consisted of the following:
September 30,
2021		December 31,
2020
(in millions)
Wage and other employee-related accrued expenses$23 $23 
Accrued tax expense146 135 
Accrued insurance22 24 
Accrued interest expense41 49 
Dealer deposits21 22 
Accrued environmental expense6 4 
Other47 25 
Total$306 $282 
v3.21.2
Long-Term Debt
 9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt 
Long-term debt consisted of the following:
September 30,
2021		December 31,
2020
(in millions)
Sale leaseback financing obligation $92 $97 
2018 Revolver250 — 
4.875% Senior Notes Due 2023 (1)
— 436 
5.500% Senior Notes Due 2026 (2)
800 800 
6.000% Senior Notes Due 2027
600 600 
5.875% Senior Notes Due 2028 (2)
400 400 
4.500% Senior Notes Due 2029 (3)
800 800 
Finance leases9 6 
Total debt2,951 3,139 
Less: current maturities6 6 
Less: debt issuance costs23 27 
Long-term debt, net$2,922 $3,106 
(1) On January 15, 2021, we used proceeds from borrowings on our 2018 Revolver (described below) to repurchase the remaining $436 million outstanding principal amount of our 4.875% senior notes due 2023.
(2) In connection with the merger of ETO into ET on April 1, 2021, as discussed in Note 1, the guarantees of the Partnership's senior notes due 2026 and 2028 have been assumed by ET. On October 20, 2021, the Partnership completed a private offering of $800 million in aggregate principal amount of 4.500% senior notes due 2030. The Partnership used the proceeds from the private offering to fund a tender offer and repurchase all of the 2026 senior notes. In connection with our issuance of the 2030 Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2030 Notes for an issue of registered notes with terms substantively identical to the 2030 Notes and evidencing the same indebtedness as the 2030 Notes on or before October 20, 2022.
(3) In connection with our issuance of the 2029 Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2029 Notes for an issue of registered notes with terms substantively identical to the 2029 Notes and evidencing the same indebtedness as the 2029 Notes on or before November 9, 2021. The exchange offer was completed on July 6, 2021.
Revolving Credit Agreement
The Partnership is party to an Amended and Restated Credit Agreement among the Partnership, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swingline lender and a line of credit issuer (the “2018 Revolver”). As of September 30, 2021, the balance on the 2018 Revolver was $250 million, and $6 million in standby letters of credit were outstanding. The unused availability on the 2018 Revolver at September 30, 2021 was $1.2 billion. The weighted average interest rate on the total amount outstanding at September 30, 2021 was 2.09%. The Partnership was in compliance with all financial covenants at September 30, 2021.
Fair Value of Debt
The estimated fair value of debt is calculated using Level 2 inputs. The estimated fair value of debt as of September 30, 2021 was approximately $3.0 billion, based on outstanding balances as of the end of the period using current interest rates for similar securities.
v3.21.2
Other Noncurrent Liabilities (Notes)
 9 Months Ended
Sep. 30, 2021
Other Liabilities Disclosure [Abstract]  
Other Liabilities Disclosure [Text Block] Other Noncurrent Liabilities
Other noncurrent liabilities consisted of the following:
September 30,
2021		December 31,
2020
 (in millions)
Reserve for underground storage tank removal$77 $75 
Accrued environmental expense, long-term12 16 
Other15 18 
Total$104 $109 
v3.21.2
Related-Party Transactions
 9 Months Ended
Sep. 30, 2021
Related Party Transactions [Abstract]  
Related-Party Transactions Related-Party Transactions
We are party to fee-based commercial agreements with various affiliates of ET for pipeline, terminalling and storage services. We also have agreements with subsidiaries of ET for the purchase and sale of fuel.
On July 1, 2019, we entered into a 50% owned joint venture on the J.C. Nolan diesel fuel pipeline to West Texas. ET operates the J.C. Nolan pipeline for the joint venture, which transports diesel fuel from Hebert, Texas to a terminal in the Midland, Texas area. The carrying value of our investment in this unconsolidated joint venture was $133 million and $136 million as of September 30, 2021 and December 31, 2020, respectively. In addition, we recorded income on the unconsolidated joint venture of $1 million and $1 million for the three months ended September 30, 2021 and 2020, respectively, and $3 million and $3 million for the nine months ended September 30, 2021 and 2020, respectively.
Summary of Transactions
Related party transactions with affiliates for the three and nine months ended September 30, 2021 and 2020 were as follows (in millions):
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Motor fuel sales to affiliates$7 $4 $16 $53 
Bulk fuel purchases from affiliates$461 $222 $1,213 $661 
Significant affiliate balances and activity related to the consolidated balance sheets are as follows:
•Net advances from affiliates were $127 million and $125 million as of September 30, 2021 and December 31, 2020, respectively. Advances from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Energy Transfer (R&M), LLC and between Sunoco Retail and Energy Transfer (R&M), LLC, which are in place for purposes of cash management and transactions related to the diesel fuel pipeline joint venture with ET.
•Net accounts receivable from affiliates were $9 million and $11 million as of September 30, 2021 and December 31, 2020, respectively, which are primarily related to motor fuel sales to affiliates.
•Net accounts payable to affiliates were $63 million and $79 million as of September 30, 2021 and December 31, 2020, respectively, which are related to operational expenses and bulk fuel purchases.
v3.21.2
Revenue (Notes)
 9 Months Ended
Sep. 30, 2021
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,
2021202020212020
(in millions)
Fuel Distribution and Marketing Segment
Distributor$2,328 $1,316 $6,066 $3,428 
Dealer983 586 2,565 1,621 
Unbranded wholesale804 426 2,216 1,569 
Commission agent384 272 1,043 951 
Non motor fuel sales21 14 51 45 
Lease income33 30 98 89 
Total4,553 2,644 12,039 7,703 
All Other Segment
Motor fuel
167 111 431 300 
Non motor fuel sales58 46 167 140 
Lease income1 4 5 14 
Total226 161 603 454 
Total revenue$4,779 $2,805 $12,642 $8,157 
Contract Balances with Customers
The balances of receivables from contracts with customers listed in the table below include both current trade receivables and long-term receivables, net of allowance for expected credit losses. The allowance for expected credit losses represents our best estimate of the probable losses associated with potential customer defaults. We estimate the expected credit losses based on historical write-off experience by industry and current expectations of future credit losses.
The balances of the Partnership’s contract assets and contract liabilities as of September 30, 2021 and December 31, 2020 were as follows:
September 30, 2021December 31, 2020
(in millions)
Contract balances
Contract asset$148 $121 
Accounts receivable from contracts with customers$473 $256 
Contract liability$— $— 
Costs to Obtain or Fulfill a Contract
The Partnership recognizes an asset from the costs incurred to obtain a contract (e.g. sales commissions) only if it expects to recover those costs. On the other hand, the costs to fulfill a contract are capitalized if the costs are specifically identifiable to a contract, would result in enhancing resources that will be used in satisfying performance obligations in the future, and are expected to be recovered. These capitalized costs are recorded as a part of other current assets and other non-current assets and are amortized as a reduction of revenue on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. The amount of amortization on these capitalized costs that the Partnership recognized was $6 million and $15 million for the three and nine months ended September 30, 2021, respectively, and $4 million and $14 million for the three and nine months ended September 30, 2020, respectively. The Partnership has also made a policy election of expensing the costs to obtain a contract, as and when they are incurred, in cases where the expected amortization period is one year or less.
v3.21.2
Commitments And Contingencies
 9 Months Ended
Sep. 30, 2021
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 Partnership leases retail stores, other property, and equipment under non-cancellable operating leases whose initial terms are typically 5 to 15 years, with some having a term of 40 years or more, along with options that permit renewals for additional periods. At the inception of each, we determine if the arrangement is a lease or contains an embedded lease and review the facts and circumstances of the arrangement to classify leased assets as operating or finance. The Partnership has elected not to record any leases with terms of 12 months or less on the balance sheet.
At this time, the majority of active leases within our portfolio are classified as operating leases. Operating leases are included in lease right-of-use (“ROU”) assets, operating lease current liabilities, and operating lease noncurrent liabilities in our consolidated balance sheets. Finance leases represent a small portion of the active lease agreements and are included in ROU assets and long-term debt in our consolidated balance sheets. The ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make minimum lease payments arising from the lease for the duration of the lease term.
Most leases include one or more options to renew, with renewal terms that can extend the lease term from 1 to 20 years or greater. The exercise of lease renewal options is typically at our discretion. Additionally, many leases contain early termination clauses; however, early termination typically requires the agreement of both parties to the lease. At lease inception, all renewal options reasonably certain to be exercised are considered when determining the lease term. At this time, the Partnership does not have leases that include options to purchase or automatic transfer of ownership of the leased property to the Partnership. The depreciable life of leased assets and leasehold improvements are limited by the expected lease term.
To determine the present value of future minimum lease payments, we use the implicit rate when readily determinable. At this time, many of our leases do not provide an implicit rate; therefore, to determine the present value of minimum lease payments we use our incremental borrowing rate based on the information available at lease commencement date. The ROU assets also include any lease payments made on or before the commencement date and exclude lease incentives.
Minimum rent payments are expensed on a straight-line basis over the term of the lease. In addition, some leases may require additional contingent or variable lease payments based on factors specific to the individual agreement. Variable lease payments we are typically responsible for include payment of real estate taxes, maintenance expenses and insurance.
The details of the Partnership's operating and finance lease liabilities are as follows:
September 30,
Lease Term and Discount Rate20212020
Weighted-average remaining lease term (years)
Operating leases2224
Finance leases299
Weighted-average discount rate (%)
Operating leases6 %6 %
Finance leases4 %8 %
Nine Months Ended September 30,
Other information20212020
(in millions)
Cash paid for amount included in the measurement of lease liabilities
Operating cash flows from operating leases$(37)$(39)
Operating cash flows from finance leases$(1)$— 
Financing cash flows from finance leases$(1)$(3)
Leased assets obtained in exchange for new finance lease liabilities$9 $— 
Leased assets obtained in exchange for new operating lease liabilities$1 $11 
Maturity of lease liabilities (as of September 30, 2021)
Operating leasesFinance leasesTotal
(in millions)
2021 (remainder)$12 $— $12 
202248 — 48 
202347 — 47 
202446 — 46 
202546 — 46 
Thereafter812 16 828 
Total lease payment1,011 16 1,027 
Less: interest473 7 480 
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.
v3.21.2
Interest Expense, net
 9 Months Ended
Sep. 30, 2021
Interest Income (Expense), Net [Abstract]  
Interest Expense, net Interest Expense, net
Components of net interest expense were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
(in millions)
Interest expense$38 $41 $118 $128 
Amortization of deferred financing fees2 2 6 5 
Interest income— — — (2)
Interest expense, net$40 $43 $124 $131 
v3.21.2
Income Tax Expense
 9 Months Ended
Sep. 30, 2021
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,
2021202020212020
(in millions)
Income tax expense at statutory federal rate$24 $22 $94 $31 
Partnership earnings not subject to tax(18)(18)(79)(20)
State and local tax, net of federal benefit2 1 5 4 
Other2 — 1 1 
Net income tax expense$10 $5 $21 $16 
v3.21.2
Partners' Capital
 9 Months Ended
Sep. 30, 2021
Partners' Capital [Abstract]  
Partners' Capital Partners' Capital
As of September 30, 2021, ET and its subsidiaries owned 28,463,967 common units, which constitutes 34.1% of our outstanding common units, and the public owned 54,888,156 common units. As of September 30, 2021, our consolidated subsidiaries owned all of the 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”).
Common Units
The change in our outstanding common units for the nine months ended September 30, 2021 is as follows: 
Number of Units
Number of common units at December 31, 2020
83,333,631 
Phantom vested units exercised18,492 
Number of common units at September 30, 2021
83,352,123 
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 ET.

The calculation of net income allocated to the partners is as follows (in millions):
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Attributable to Common Units
Distributions $68 $69 $206 $206 
Distributions (in excess of) less than net income16 12 159 (135)
Limited partners' interest in net income $84 $81 $365 $71 
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 2021 were as follows:
Limited Partners
Payment DatePer Unit DistributionTotal Cash DistributionDistribution to IDR Holders
(in millions, except per unit amounts)
November 19, 2021$0.8255 $69 $18 
August 19, 2021$0.8255 $69 $18 
May 19, 2021$0.8255 $69 $18 
February 19, 2021$0.8255 $69 $18 
v3.21.2
Segment Reporting
 9 Months Ended
Sep. 30, 2021
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, 2021 and 2020: 
Three Months Ended September 30,
20212020
Fuel Distribution and MarketingAll OtherIntercompany EliminationsTotalsFuel Distribution and MarketingAll OtherIntercompany EliminationsTotals
(in millions)
Revenue
Motor fuel sales$4,499 $167 $4,666 $2,600 $111 $2,711 
Non motor fuel sales21 58 79 14 46 60 
Lease income33 1 34 30 4 34 
Intersegment sales407 — (407)— 259 — (259)— 
Total revenue4,960 226 (407)4,779 2,903 161 (259)2,805 
Gross profit (1)
Motor fuel216 15 231 224 13 237 
Non motor fuel12 30 42 11 26 37 
Lease33 1 34 30 4 34 
Total gross profit261 46 307 265 43 308 
Total operating expenses115 39 154 122 39 161 
Operating income146 7 153 143 4 147 
Interest expense, net(34)(6)(40)(37)(6)(43)
Equity in earnings of unconsolidated affiliate1 — 1 1 — 1 
Income (loss) from operations before income taxes113 1 114 107 (2)105 
Income tax expense9 1 10 — 5 5 
Net income (loss) and comprehensive income (loss)$104 $— $104 $107 $(7)$100 
Depreciation, amortization and accretion38 7 45 44 6 50 
Interest expense, net34 6 40 37 6 43 
Income tax expense9 1 10 — 5 5 
Non-cash unit-based compensation expense5 — 5 4 — 4 
Gain on disposal of assets (2)(2)(4)— (1)(1)
Unrealized loss (gain) on commodity derivatives2 — 2 (6)— (6)
Inventory adjustments(9)— (9)(14)3 (11)
Equity in earnings of unconsolidated affiliate(1)— (1)(1)— (1)
Adjusted EBITDA related to unconsolidated affiliate3 — 3 2 — 2 
Other non-cash adjustments3 — 3 4 — 4 
Adjusted EBITDA$186 $12 $198 $177 $12 $189 
Capital expenditures$34 $10 $44 $19 $2 $21 
Total assets as of September 30, 2021 and
December 31, 2020, respectively
$4,531 $1,054 $5,585 $3,417 $1,850 $5,267 
________________________________
(1)    Excludes depreciation, amortization and accretion.
Nine Months Ended September 30,
20212020
Fuel Distribution and MarketingAll OtherIntercompany EliminationsTotalsFuel Distribution and MarketingAll OtherIntercompany EliminationsTotals
(in millions)
Revenue
Motor fuel sales$11,890 $431 $12,321 $7,569 $300 $7,869 
Non motor fuel sales51 167 218 45 140 185 
Lease income98 5 103 89 14 103 
Intersegment sales1,068 — (1,068)— 704 — (704)— 
Total revenue13,107 603 (1,068)12,642 8,407 454 (704)8,157 
Gross profit (1)
Motor fuel754 35 789 493 59 552 
Non motor fuel38 81 119 35 84 119 
Lease98 5 103 89 14 103 
Total gross profit890 121 1,011 617 157 774 
Total operating expenses323 115 438 394 107 501 
Operating income567 6 573 223 50 273 
Interest expense, net(109)(15)(124)(112)(19)(131)
Loss on extinguishment of debt(7)— (7)— — — 
Equity in earnings of unconsolidated affiliate3 — 3 3 — 3 
Income (loss) from operations before income taxes454 (9)445 114 31 145 
Income tax expense21 — 21 3 13 16 
Net income (loss) and
comprehensive income		$433 $(9)$424 $111 $18 $129 
Depreciation, amortization and accretion113 22 135 117 25 142 
Interest expense, net109 15 124 112 19 131 
Income tax expense21 — 21 3 13 16 
Non-cash unit-based compensation expense12 — 12 11 — 11 
(Gain) loss on disposal of assets(10)(2)(12)— 7 7 
Loss on extinguishment of debt7 — 7 — — — 
Unrealized loss on commodity derivatives(5)— (5)— — — 
Inventory adjustments(168)— (168)125 1 126 
Equity in earnings of unconsolidated affiliate(3)— (3)(3)— (3)
Adjusted EBITDA related to unconsolidated affiliate7 — 7 7 — 7 
Other non-cash adjustments14 — 14 14 — 14 
Adjusted EBITDA$530 $26 $556 $497 $83 $580 
Capital expenditures$79 $13 $92 $59 $21 $80 
Total assets as of September 30, 2021 and
December 31, 2020, respectively
$4,531 $1,054 $5,585 $3,417 $1,850 $5,267 
________________________________
(1)    Excludes depreciation, amortization and accretion.
v3.21.2
Net Income per Unit
 9 Months Ended
Sep. 30, 2021
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,
2021202020212020
(in millions, except units and per unit amounts)
Net income and comprehensive income$104 $100 $424 $129 
Less:
Incentive distribution rights
18 18 54 53 
Distributions on nonvested phantom unit awards
2 1 5 5 
Limited partners’ interest in net income
$84 $81 $365 $71 
Weighted average common units outstanding:
Basic
83,352,123 83,056,365 83,348,540 83,033,556 
Dilutive effect of nonvested phantom unit awards
1,197,154 713,669 1,015,781 635,279 
Diluted
84,549,277 83,770,034 84,364,321 83,668,835 
Net income per common unit:
Basic
$1.01 $0.97 $4.38 $0.85 
Diluted
$1.00 $0.96 $4.33 $0.84 
v3.21.2
Subsequent Events
 9 Months Ended
Sep. 30, 2021
Subsequent Events [Abstract]  
Subsequent Events Subsequent EventOn October 8, 2021, SUN acquired eight refined product terminals from NuStar Energy L.P. for $250 million. The terminals have a combined storage capacity of approximately 14.8 million barrels and are located along the East Coast and in the greater Chicago market.
v3.21.2
Organization and Principles of Consolidation Organization and Principles of Consolidation (Policies)
 9 Months Ended
Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Significant Accounting Policies [Text Block]
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 balance sheets or statements of cash flows.
v3.21.2
Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2021
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, 2020 filed with the Securities and Exchange Commission ("SEC") on February 19, 2021.
Recently Issued Accounting Pronouncements Significant Accounting PoliciesAs of September 30, 2021, 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, 2020 filed with the SEC on February 19, 2021.
Motor Fuel and Sales Taxes
Motor Fuel and Sales Taxes
For bulk sales, 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 direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales.
For other locations where the Partnership holds inventory, including commission agent arrangements and Partnership-operated retail locations, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $88 million and $82 million for the three months ended September 30, 2021 and 2020, respectively, and $252 million and $226 million for the nine months ended September 30, 2021 and 2020, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying consolidated statements of operations and comprehensive income.
v3.21.2
Inventory (Policies)
 9 Months Ended
Sep. 30, 2021
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, 2021 and December 31, 2020, the carrying value of the Partnership’s fuel inventory included lower of cost or market reserves of $143 million and $311 million, respectively, and the inventory carrying value equaled or exceeded its replacement cost. For the three and nine months ended September 30, 2021 and 2020, 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.
v3.21.2
Revenue from Contract with Customer (Policies)
 9 Months Ended
Sep. 30, 2021
Revenue from Contract with Customer [Abstract]  
Revenue
Contract Balances with Customers
The balances of receivables from contracts with customers listed in the table below include both current trade receivables and long-term receivables, net of allowance for expected credit losses. The allowance for expected credit losses represents our best estimate of the probable losses associated with potential customer defaults. We estimate the expected credit losses based on historical write-off experience by industry and current expectations of future credit losses.
Costs to Obtain or Fulfill a ContractThe Partnership recognizes an asset from the costs incurred to obtain a contract (e.g. sales commissions) only if it expects to recover those costs. On the other hand, the costs to fulfill a contract are capitalized if the costs are specifically identifiable to a contract, would result in enhancing resources that will be used in satisfying performance obligations in the future, and are expected to be recovered. These capitalized costs are recorded as a part of other current assets and other non-current assets and are amortized as a reduction of revenue on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. The amount of amortization on these capitalized costs that the Partnership recognized was $6 million and $15 million for the three and nine months ended September 30, 2021, respectively, and $4 million and $14 million for the three and nine months ended September 30, 2020, respectively. The Partnership has also made a policy election of expensing the costs to obtain a contract, as and when they are incurred, in cases where the expected amortization period is one year or less.
v3.21.2
Partners' Capital Partners' Capital (Policies)
 9 Months Ended
Sep. 30, 2021
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 ET.
v3.21.2
Accounts Receivable, net (Tables)
 9 Months Ended
Sep. 30, 2021
Accounts Receivable, after Allowance for Credit Loss [Abstract]  
Schedule of Accounts Receivable
Accounts receivable, net, consisted of the following:
September 30,
2021		December 31,
2020
(in millions)
Accounts receivable, trade$436 $239 
Credit card receivables39 24 
Vendor receivables for rebates and branding33 26 
Other receivables34 13 
Allowance for expected credit losses(2)(7)
Accounts receivable, net$540 $295 
v3.21.2
Inventories, net (Tables)
 9 Months Ended
Sep. 30, 2021
Inventory Disclosure [Abstract]  
Schedule of Inventories
Inventories, net, consisted of the following:
September 30,
2021		December 31,
2020
(in millions)
Fuel$485 $374 
Other8 8 
Inventories, net$493 $382 
v3.21.2
Accrued Expenses and Other Current Liabilities (Tables)
 9 Months Ended
Sep. 30, 2021
Accrued Expenses And Other Current Liabilities [Abstract]  
Schedule of Accrued Liabilities
Current accrued expenses and other current liabilities consisted of the following:
September 30,
2021		December 31,
2020
(in millions)
Wage and other employee-related accrued expenses$23 $23 
Accrued tax expense146 135 
Accrued insurance22 24 
Accrued interest expense41 49 
Dealer deposits21 22 
Accrued environmental expense6 4 
Other47 25 
Total$306 $282 
v3.21.2
Long-Term Debt (Tables)
 9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
Long-term debt consisted of the following:
September 30,
2021		December 31,
2020
(in millions)
Sale leaseback financing obligation $92 $97 
2018 Revolver250 — 
4.875% Senior Notes Due 2023 (1)
— 436 
5.500% Senior Notes Due 2026 (2)
800 800 
6.000% Senior Notes Due 2027
600 600 
5.875% Senior Notes Due 2028 (2)
400 400 
4.500% Senior Notes Due 2029 (3)
800 800 
Finance leases9 6 
Total debt2,951 3,139 
Less: current maturities6 6 
Less: debt issuance costs23 27 
Long-term debt, net$2,922 $3,106 
v3.21.2
Other Noncurrent Liabilities (Tables)
 9 Months Ended
Sep. 30, 2021
Other Liabilities Disclosure [Abstract]  
Other Noncurrent Liabilities [Table Text Block]
September 30,
2021		December 31,
2020
 (in millions)
Reserve for underground storage tank removal$77 $75 
Accrued environmental expense, long-term12 16 
Other15 18 
Total$104 $109 
v3.21.2
Related-Party Transactions (Tables)
 9 Months Ended
Sep. 30, 2021
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, 2021 and 2020 were as follows (in millions):
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Motor fuel sales to affiliates$7 $4 $16 $53 
Bulk fuel purchases from affiliates$461 $222 $1,213 $661 
v3.21.2
Revenue (Tables)
 9 Months Ended
Sep. 30, 2021
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,
2021202020212020
(in millions)
Fuel Distribution and Marketing Segment
Distributor$2,328 $1,316 $6,066 $3,428 
Dealer983 586 2,565 1,621 
Unbranded wholesale804 426 2,216 1,569 
Commission agent384 272 1,043 951 
Non motor fuel sales21 14 51 45 
Lease income33 30 98 89 
Total4,553 2,644 12,039 7,703 
All Other Segment
Motor fuel
167 111 431 300 
Non motor fuel sales58 46 167 140 
Lease income1 4 5 14 
Total226 161 603 454 
Total revenue$4,779 $2,805 $12,642 $8,157 
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, 2021 and December 31, 2020 were as follows:
September 30, 2021December 31, 2020
(in millions)
Contract balances
Contract asset$148 $121 
Accounts receivable from contracts with customers$473 $256 
Contract liability$— $— 
v3.21.2
Commitments And Contingencies (Tables)
 9 Months Ended
Sep. 30, 2021
Leases [Abstract]  
Lease, Cost [Table Text Block]
The details of the Partnership's operating and finance lease liabilities are as follows:
September 30,
Lease Term and Discount Rate20212020
Weighted-average remaining lease term (years)
Operating leases2224
Finance leases299
Weighted-average discount rate (%)
Operating leases6 %6 %
Finance leases4 %8 %
Nine Months Ended September 30,
Other information20212020
(in millions)
Cash paid for amount included in the measurement of lease liabilities
Operating cash flows from operating leases$(37)$(39)
Operating cash flows from finance leases$(1)$— 
Financing cash flows from finance leases$(1)$(3)
Leased assets obtained in exchange for new finance lease liabilities$9 $— 
Leased assets obtained in exchange for new operating lease liabilities$1 $11 
Lessee, Operating Lease, Liability, Maturity [Table Text Block]
Maturity of lease liabilities (as of September 30, 2021)
Operating leasesFinance leasesTotal
(in millions)
2021 (remainder)$12 $— $12 
202248 — 48 
202347 — 47 
202446 — 46 
202546 — 46 
Thereafter812 16 828 
Total lease payment1,011 16 1,027 
Less: interest473 7 480 
Present value of lease liabilities$538 $9 $547 
v3.21.2
Interest Expense, net (Tables)
 9 Months Ended
Sep. 30, 2021
Interest Income (Expense), Net [Abstract]  
Schedule of Interest Expense Net
Components of net interest expense were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
(in millions)
Interest expense$38 $41 $118 $128 
Amortization of deferred financing fees2 2 6 5 
Interest income— — — (2)
Interest expense, net$40 $43 $124 $131 
v3.21.2
Income Tax Expense (Tables)
 9 Months Ended
Sep. 30, 2021
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,
2021202020212020
(in millions)
Income tax expense at statutory federal rate$24 $22 $94 $31 
Partnership earnings not subject to tax(18)(18)(79)(20)
State and local tax, net of federal benefit2 1 5 4 
Other2 — 1 1 
Net income tax expense$10 $5 $21 $16 
v3.21.2
Partners' Capital (Tables)
 9 Months Ended
Sep. 30, 2021
Partners' Capital [Abstract]  
Schedule of Common Units
The change in our outstanding common units for the nine months ended September 30, 2021 is as follows: 
Number of Units
Number of common units at December 31, 2020
83,333,631 
Phantom vested units exercised18,492 
Number of common units at September 30, 2021
83,352,123 
Schedule of Net Income Allocation By Partners
The calculation of net income allocated to the partners is as follows (in millions):
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Attributable to Common Units
Distributions $68 $69 $206 $206 
Distributions (in excess of) less than net income16 12 159 (135)
Limited partners' interest in net income $84 $81 $365 $71 
Distributions Made to Limited Partner, by Distribution
Cash distributions paid or declared during 2021 were as follows:
Limited Partners
Payment DatePer Unit DistributionTotal Cash DistributionDistribution to IDR Holders
(in millions, except per unit amounts)
November 19, 2021$0.8255 $69 $18 
August 19, 2021$0.8255 $69 $18 
May 19, 2021$0.8255 $69 $18 
February 19, 2021$0.8255 $69 $18 
v3.21.2
Segment Reporting (Tables)
 9 Months Ended
Sep. 30, 2021
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
Three Months Ended September 30,
20212020
Fuel Distribution and MarketingAll OtherIntercompany EliminationsTotalsFuel Distribution and MarketingAll OtherIntercompany EliminationsTotals
(in millions)
Revenue
Motor fuel sales$4,499 $167 $4,666 $2,600 $111 $2,711 
Non motor fuel sales21 58 79 14 46 60 
Lease income33 1 34 30 4 34 
Intersegment sales407 — (407)— 259 — (259)— 
Total revenue4,960 226 (407)4,779 2,903 161 (259)2,805 
Gross profit (1)
Motor fuel216 15 231 224 13 237 
Non motor fuel12 30 42 11 26 37 
Lease33 1 34 30 4 34 
Total gross profit261 46 307 265 43 308 
Total operating expenses115 39 154 122 39 161 
Operating income146 7 153 143 4 147 
Interest expense, net(34)(6)(40)(37)(6)(43)
Equity in earnings of unconsolidated affiliate1 — 1 1 — 1 
Income (loss) from operations before income taxes113 1 114 107 (2)105 
Income tax expense9 1 10 — 5 5 
Net income (loss) and comprehensive income (loss)$104 $— $104 $107 $(7)$100 
Depreciation, amortization and accretion38 7 45 44 6 50 
Interest expense, net34 6 40 37 6 43 
Income tax expense9 1 10 — 5 5 
Non-cash unit-based compensation expense5 — 5 4 — 4 
Gain on disposal of assets (2)(2)(4)— (1)(1)
Unrealized loss (gain) on commodity derivatives2 — 2 (6)— (6)
Inventory adjustments(9)— (9)(14)3 (11)
Equity in earnings of unconsolidated affiliate(1)— (1)(1)— (1)
Adjusted EBITDA related to unconsolidated affiliate3 — 3 2 — 2 
Other non-cash adjustments3 — 3 4 — 4 
Adjusted EBITDA$186 $12 $198 $177 $12 $189 
Capital expenditures$34 $10 $44 $19 $2 $21 
Total assets as of September 30, 2021 and
December 31, 2020, respectively
$4,531 $1,054 $5,585 $3,417 $1,850 $5,267 
________________________________
(1)    Excludes depreciation, amortization and accretion.
Nine Months Ended September 30,
20212020
Fuel Distribution and MarketingAll OtherIntercompany EliminationsTotalsFuel Distribution and MarketingAll OtherIntercompany EliminationsTotals
(in millions)
Revenue
Motor fuel sales$11,890 $431 $12,321 $7,569 $300 $7,869 
Non motor fuel sales51 167 218 45 140 185 
Lease income98 5 103 89 14 103 
Intersegment sales1,068 — (1,068)— 704 — (704)— 
Total revenue13,107 603 (1,068)12,642 8,407 454 (704)8,157 
Gross profit (1)
Motor fuel754 35 789 493 59 552 
Non motor fuel38 81 119 35 84 119 
Lease98 5 103 89 14 103 
Total gross profit890 121 1,011 617 157 774 
Total operating expenses323 115 438 394 107 501 
Operating income567 6 573 223 50 273 
Interest expense, net(109)(15)(124)(112)(19)(131)
Loss on extinguishment of debt(7)— (7)— — — 
Equity in earnings of unconsolidated affiliate3 — 3 3 — 3 
Income (loss) from operations before income taxes454 (9)445 114 31 145 
Income tax expense21 — 21 3 13 16 
Net income (loss) and
comprehensive income		$433 $(9)$424 $111 $18 $129 
Depreciation, amortization and accretion113 22 135 117 25 142 
Interest expense, net109 15 124 112 19 131 
Income tax expense21 — 21 3 13 16 
Non-cash unit-based compensation expense12 — 12 11 — 11 
(Gain) loss on disposal of assets(10)(2)(12)— 7 7 
Loss on extinguishment of debt7 — 7 — — — 
Unrealized loss on commodity derivatives(5)— (5)— — — 
Inventory adjustments(168)— (168)125 1 126 
Equity in earnings of unconsolidated affiliate(3)— (3)(3)— (3)
Adjusted EBITDA related to unconsolidated affiliate7 — 7 7 — 7 
Other non-cash adjustments14 — 14 14 — 14 
Adjusted EBITDA$530 $26 $556 $497 $83 $580 
Capital expenditures$79 $13 $92 $59 $21 $80 
Total assets as of September 30, 2021 and
December 31, 2020, respectively
$4,531 $1,054 $5,585 $3,417 $1,850 $5,267 
________________________________
(1)    Excludes depreciation, amortization and accretion.
v3.21.2
Net Income per Unit (Tables)
 9 Months Ended
Sep. 30, 2021
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,
2021202020212020
(in millions, except units and per unit amounts)
Net income and comprehensive income$104 $100 $424 $129 
Less:
Incentive distribution rights
18 18 54 53 
Distributions on nonvested phantom unit awards
2 1 5 5 
Limited partners’ interest in net income
$84 $81 $365 $71 
Weighted average common units outstanding:
Basic
83,352,123 83,056,365 83,348,540 83,033,556 
Dilutive effect of nonvested phantom unit awards
1,197,154 713,669 1,015,781 635,279 
Diluted
84,549,277 83,770,034 84,364,321 83,668,835 
Net income per common unit:
Basic
$1.01 $0.97 $4.38 $0.85 
Diluted
$1.00 $0.96 $4.33 $0.84 
v3.21.2
Organization and Principles of Consolidation - Additional Information (Details)
 3 Months Ended
Sep. 30, 2021
state
Sunoco LLC [Member] | Minimum [Member]  
Organization Consolidation And Presentation Of Financial Statements [Line Items]  
Number of states in which entity operates (more than) 30
Energy Transfer Operating, L.P. [Member]  
Organization Consolidation And Presentation Of Financial Statements [Line Items]  
Percentage of Common Units Owned 28.50%
Energy Transfer Operating, L.P. [Member] | Common Units [Member]  
Organization Consolidation And Presentation Of Financial Statements [Line Items]  
Percentage of Common Units Owned 34.10%
v3.21.2
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Accounting Policies [Abstract]        
Motor fuel and sales taxes $ 88 $ 82 $ 252 $ 226
v3.21.2
Accounts Receivable, net (Details) - USD ($)
$ in Millions
Sep. 30, 2021
Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Allowance for expected credit losses $ (2) $ (7)
Accounts receivable, net 540 295
Trade Accounts Receivable [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current 436 239
Credit Card Receivable [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current 39 24
Vendor Receivables For Rebates Branding And Other [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current 33 26
Other Receivables [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current $ 34 $ 13
v3.21.2
Inventories, net - Additional Information (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2021
Dec. 31, 2020
Inventory Disclosure [Abstract]    
Inventory Write-down $ 168  
Inventory Adjustments $ 143 $ 311
v3.21.2
Inventories, net (Details) - USD ($)
$ in Millions
Sep. 30, 2021
Dec. 31, 2020
Inventory Disclosure [Abstract]    
Fuel $ 485 $ 374
Other 8 8
Inventories, net $ 493 $ 382
v3.21.2
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Millions
Sep. 30, 2021
Dec. 31, 2020
Accrued Expenses And Other Current Liabilities [Abstract]    
Wage and other employee-related accrued expenses $ 23 $ 23
Accrued tax expense 146 135
Accrued insurance 22 24
Accrued interest expense 41 49
Dealer deposits 21 22
Accrued environmental expense 6 4
Other 47 25
Total $ 306 $ 282
v3.21.2
Long-Term Debt (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2021
Dec. 31, 2020
Debt Instrument [Line Items]    
2018 Revolver $ 250 $ 0
Finance leases 9 6
Total debt 2,951 3,139
Less: current maturities 6 6
Less: debt issuance costs 23 27
Long-term debt, net 2,922 3,106
Sale leaseback financing obligation 92 97
Two Thousand Eighteen Revolver [Member] | Revolving Credit Agreement [Member]    
Debt Instrument [Line Items]    
2018 Revolver $ 250 0
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 4.875%  
Senior Notes [1] $ 0 436
Early Repayment of Senior Debt $ 436  
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 5.50%  
Senior Notes [2] $ 800 800
Six Percentage Senior Notes Due Two Thousand Twenty Seven [Member] | Senior Notes [Member]    
Debt Instrument [Line Items]    
Debt Instrument, Interest Rate, Stated Percentage 6.00%  
Senior Notes $ 600 600
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 5.875%  
Senior Notes [2] $ 400 400
Four Point Five Zero Zero Percentage Senior Notes | Senior Notes [Member]    
Debt Instrument [Line Items]    
Debt Instrument, Interest Rate, Stated Percentage 4.50%  
Senior Notes $ 800 $ 800
Private Placement | 4.50% Senior Notes due 2030    
Debt Instrument [Line Items]    
Senior Notes $ 800  
[1] On January 15, 2021, we used proceeds from borrowings on our 2018 Revolver (described below) to repurchase the remaining $436 million outstanding principal amount of our 4.875% senior notes due 2023.
[2] In connection with the merger of ETO into ET on April 1, 2021, as discussed in Note 1, the guarantees of the Partnership's senior notes due 2026 and 2028 have been assumed by ET. On October 20, 2021, the Partnership completed a private offering of $800 million in aggregate principal amount of 4.500% senior notes due 2030. The Partnership used the proceeds from the private offering to fund a tender offer and repurchase all of the 2026 senior notes. In connection with our issuance of the 2030 Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2030 Notes for an issue of registered notes with terms substantively identical to the 2030 Notes and evidencing the same indebtedness as the 2030 Notes on or before October 20, 2022.(3) In connection with our issuance of the 2029 Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2029 Notes for an issue of registered notes with terms substantively identical to the 2029 Notes and evidencing the same indebtedness as the 2029 Notes on or before November 9, 2021. The exchange offer was completed on July 6, 2021.
v3.21.2
Long-Term Debt (Revolving Credit Agreement) (Details) - USD ($)
$ in Millions
Sep. 30, 2021
Dec. 31, 2020
Debt Instrument [Line Items]    
Revolving line of credit $ 250 $ 0
Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member]    
Debt Instrument [Line Items]    
Revolving line of credit 250 $ 0
Letters of Credit Outstanding, Amount 6  
Debt Instrument, Unused Borrowing Capacity, Amount $ 1,200  
Debt, Weighted Average Interest Rate 2.09%  
v3.21.2
Long-Term Debt Fair Value Measurements (Details)
$ in Billions
Sep. 30, 2021
USD ($)
Fair Value Measurements [Abstract]  
Long-term Debt, Fair Value $ 3.0
v3.21.2
Other Noncurrent Liabilities (Details) - USD ($)
$ in Millions
Sep. 30, 2021
Dec. 31, 2020
Other Liabilities Disclosure [Abstract]    
Reserve for underground storage tank removal $ 77 $ 75
Accrued environmental expense, long-term 12 16
Other 15 18
Other noncurrent liabilities $ 104 $ 109
v3.21.2
Related-Party Transactions (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Dec. 31, 2020
Related Party Transaction [Line Items]          
Investment in unconsolidated affiliate $ 133   $ 133   $ 136
Equity in earnings of unconsolidated affiliate 1 $ 1 3 $ 3  
Advances from affiliates 127   127   125
Receivables from affiliates 9   9   11
Accounts payable to affiliates $ 63   $ 63   $ 79
JCNolan [Member]          
Related Party Transaction [Line Items]          
Equity Method Investment, Ownership Percentage 50.00%   50.00%    
Wholesale motor fuel sales to affiliates [Member]          
Related Party Transaction [Line Items]          
Revenue from Related Parties $ 7 4 $ 16 53  
Wholesale Motor Fuel [Member]          
Related Party Transaction [Line Items]          
Related Party Transaction, Purchases from Related Party $ 461 $ 222 $ 1,213 $ 661  
v3.21.2
Revenue (Disaggregation of Revenue) (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Disaggregation of Revenue [Line Items]        
Revenues $ 4,779 $ 2,805 $ 12,642 $ 8,157
Motor Fuel Sales [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 4,666 2,711 12,321 7,869
Lease Income [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 34 34 103 103
Fuel Distribution and Marketing [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 4,553 2,644 12,039 7,703
Fuel Distribution and Marketing [Member] | Dealer Revenue [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 2,328 1,316 6,066 3,428
Fuel Distribution and Marketing [Member] | Distributor Revenue [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 983 586 2,565 1,621
Fuel Distribution and Marketing [Member] | Unbranded Wholesale Revenue [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 804 426 2,216 1,569
Fuel Distribution and Marketing [Member] | Commission Agent Revenue [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 384 272 1,043 951
Fuel Distribution and Marketing [Member] | Non Motor Fuel [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 21 14 51 45
Fuel Distribution and Marketing [Member] | Lease Income [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 33 30 98 89
All Other [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 226 161 603 454
All Other [Member] | Motor Fuel Sales [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 167 111 431 300
All Other [Member] | Non Motor Fuel [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 58 46 167 140
All Other [Member] | Lease Income [Member]        
Disaggregation of Revenue [Line Items]        
Revenues $ 1 $ 4 $ 5 $ 14
v3.21.2
Revenue (Contract Balances with Customer) (Details) - USD ($)
$ in Millions
Sep. 30, 2021
Dec. 31, 2020
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract]    
Contract asset $ 148 $ 121
Receivables from Customers 473 256
Contract with Customer, Liability $ 0 $ 0
v3.21.2
Revenue (Costs to Obtain or Fulfill a Contract) (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Revenue from Contract with Customer [Abstract]        
Capitalized Contract Cost, Amortization $ 6 $ 4 $ 15 $ 14
v3.21.2
Commitments And Contingencies (Lessee Disclosures) (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Dec. 31, 2020
Lessee, Lease, Description [Line Items]      
Lessee, Operating Lease, Term of Contract 40 years    
Lease Term and Discount Rate [Abstract]      
Finance Lease, Weighted Average Remaining Lease Term 29 years 9 years  
Operating Lease, Weighted Average Discount Rate, Percent 6.00% 6.00%  
Finance Lease, Weighted Average Discount Rate, Percent 4.00% 8.00%  
Cash Flow, Operating Activities, Lessee [Abstract]      
Operating cash flows from operating leases $ (37) $ (39)  
Operating cash flows from finance leases (1) 0  
Financing cash flows from finance leases (1) (3)  
Leased assets obtained in exchange for new finance lease liabilities 9 0  
Leased assets obtained in exchange for new operating lease liabilities 1 $ 11  
Lessee, Operating Lease, Liability, Payment, Due, Rolling Maturity [Abstract]      
Operating lease - 2021 (remainder) 12    
Operating lease - 2022 48    
Operating lease - 2023 47    
Operating lease - 2024 46    
Operating lease - 2025 46    
Operating lease - Thereafter 812    
Total lease payment 1,011    
Less: interest (473)    
Present value of lease liabilities - operating leases 538    
Finance Lease, Liability, Payment, Due, Rolling Maturity [Abstract]      
Finance lease - 2021 (remainder) 0    
Finance lease - 2022 0    
Finance lease - 2023 0    
Finance lease - 2024 0    
Finance lease - 2025 0    
Finance lease - Thereafter 16    
Total lease payment 16    
Less: interest (7)    
Present value of lease liabilities - finance leases 9   $ 6
Maturity of lease liabilities [Abstract]      
2021 (remainder) 12    
2022 48    
2023 47    
2024 46    
2025 46    
Thereafter 828    
Total lease payment 1,027    
Less: interest (480)    
Present value of lease liabilities $ 547    
Operating Lease, Weighted Average Remaining Lease Term 22 years 24 years  
Minimum [Member]      
Lessee, Lease, Description [Line Items]      
Lessee, Operating Lease, Renewal Term 1 year    
Lessee, Operating Lease, Term of Contract 5 years    
Maximum [Member]      
Lessee, Lease, Description [Line Items]      
Lessee, Operating Lease, Renewal Term 20 years    
Lessee, Operating Lease, Term of Contract 15 years    
v3.21.2
Commitments And Contingencies (Lessor Disclosures) (Details)
Sep. 30, 2021
Lessor Disclosure [Abstract]  
Lessor, Operating Lease, Term of Contract 5 years
v3.21.2
Interest Expense, net (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Interest Income (Expense), Net [Abstract]        
Interest expense $ 38 $ 41 $ 118 $ 128
Amortization of deferred financing fees 2 2 6 5
Interest income 0 0 0 2
Interest expense, net $ 40 $ 43 $ 124 $ 131
v3.21.2
Income Tax Expense (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Income Tax Disclosure [Abstract]        
Income tax expense at statutory federal rate $ 24 $ 22 $ 94 $ 31
Partnership earnings not subject to tax (18) (18) (79) (20)
State and local tax, net of federal benefit 2 1 5 4
Other 2 0 1 1
Net income tax expense $ 10 $ 5 $ 21 $ 16
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent     21.00%  
v3.21.2
Partners' Capital Narrative (Details) - shares
 3 Months Ended
Sep. 30, 2021
Dec. 31, 2020
Common Units    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding 54,888,156  
Common Units [Member]    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding 83,352,123 83,333,631
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 28.50%  
Energy Transfer Operating, L.P. [Member] | Common Units [Member]    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding 28,463,967  
Energy Transfer Operating, L.P. [Member] | Common Units [Member]    
Schedule of Partners' Capital [Line Items]    
Percentage of Common Units Owned 34.10%  
v3.21.2
Partners' Capital (Schedule of Common Units) (Details) - Common Units [Member]
 9 Months Ended
Sep. 30, 2021
shares
Class of Stock [Line Items]  
Number of common units at December 31, 2020 83,333,631
Phantom vested units exercised 18,492
Number of common units at September 30, 2021 83,352,123
v3.21.2
Partners' Capital (Allocations of Net Income) (Details) - Common Units [Member] - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Schedule of Partners' Capital [Line Items]        
Distributions $ 68 $ 69 $ 206 $ 206
Distributions in excess of income (16) (12) (159) 135
Limited partners’ interest in net income $ 84 $ 81 $ 365 $ 71
v3.21.2
Partners' Capital (Cash Distributions) (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 9 Months Ended
Nov. 19, 2021
Aug. 19, 2021
May 19, 2021
Feb. 19, 2021
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Partners' Capital [Abstract]                
Per Unit Distribution (in dollars per unit)   $ 0.8255 $ 0.8255 $ 0.8255        
Total Cash Distribution   $ 69 $ 69 $ 69     $ 264 $ 264
Distribution to IDR Holders   $ 18 $ 18 $ 18 $ 18 $ 18 54 53
Distribution Made to Limited Partner [Line Items]                
Per Unit Distribution (in dollars per unit)   $ 0.8255 $ 0.8255 $ 0.8255        
Total Cash Distribution   $ 69 $ 69 $ 69     264 264
Distribution to IDR Holders   $ 18 $ 18 $ 18 $ 18 $ 18 $ 54 $ 53
Subsequent Event [Member]                
Partners' Capital [Abstract]                
Per Unit Distribution (in dollars per unit) $ 0.8255              
Total Cash Distribution $ 69              
Distribution to IDR Holders $ 18              
Distribution Made to Limited Partner [Line Items]                
Per Unit Distribution (in dollars per unit) $ 0.8255              
Total Cash Distribution $ 69              
Distribution to IDR Holders $ 18              
v3.21.2
Segment Reporting - Additional Information (Details)
 9 Months Ended
Sep. 30, 2021
segment
Segment Reporting [Abstract]  
Number of Operating Segments 2
v3.21.2
Segment Reporting (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Dec. 31, 2020
Segment Reporting Information [Line Items]          
Revenues $ 4,779 $ 2,805 $ 12,642 $ 8,157  
Gross Profit 307 [1] 308 [1] 1,011 [2] 774 [2]  
Operating Expenses 154 161 438 501  
Operating income 153 147 573 273  
Interest expense, net (40) (43) (124) (131)  
Other income (expense), net 0 0 7 0  
Income (loss) from operations before income taxes 114 105 445 145  
Net income (loss) and comprehensive income (loss) 104 100 424 129  
Depreciation, amortization and accretion 45 50 135 142  
Non-cash unit-based compensation expense 5 4 12 11  
(Gain) loss on disposal of assets (4) (1) (12) 7  
Unrealized loss on commodity derivatives (2) 6 5 0  
Inventory adjustments (9) (11) (168) 126  
Equity in earnings of unconsolidated affiliate (1) (1) (3) (3)  
Adjusted EBITDA related to unconsolidated affiliate 3 2 7 7  
Other non-cash adjustments 3 4 14 14  
Income tax expense 10 5 21 16  
Adjusted EBITDA 198 189 556 580  
Capital expenditures 44 21 92 80  
Assets 5,585   5,585   $ 5,267
Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 4,779 2,805 12,642 8,157  
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 4,553 2,644 12,039 7,703  
Gross Profit 261 [1] 265 [1] 890 [2] 617 [2]  
Operating Expenses 115 122 323 394  
Operating income 146 143 567 223  
Interest expense, net (34) (37) (109) (112)  
Other income (expense), net     7 0  
Income (loss) from operations before income taxes 113 107 454 114  
Net income (loss) and comprehensive income (loss) 104 107 433 111  
Depreciation, amortization and accretion 38 44 113 117  
Non-cash unit-based compensation expense 5 4 12 11  
(Gain) loss on disposal of assets 2 0 10 0  
Unrealized loss on commodity derivatives 2 (6) (5) 0  
Inventory adjustments (9) (14) (168) 125  
Equity in earnings of unconsolidated affiliate (1) (1) (3) (3)  
Adjusted EBITDA related to unconsolidated affiliate 3 2 7 7  
Other non-cash adjustments 3 4 14 14  
Income tax expense 9 0 21 3  
Adjusted EBITDA 186 177 530 497  
Capital expenditures 34 19 79 59  
Assets 4,531   4,531   3,417
Fuel Distribution and Marketing [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 4,960 2,903 13,107 8,407  
All Other [Member]          
Segment Reporting Information [Line Items]          
Revenues 226 161 603 454  
Gross Profit 46 [1] 43 [1] 121 [2] 157 [2]  
Operating Expenses 39 39 115 107  
Operating income 7 4 6 50  
Interest expense, net (6) (6) (15) (19)  
Other income (expense), net     0 0  
Income (loss) from operations before income taxes 1 (2) (9) 31  
Net income (loss) and comprehensive income (loss) 0 (7) (9) 18  
Depreciation, amortization and accretion 7 6 22 25  
Non-cash unit-based compensation expense 0 0 0 0  
(Gain) loss on disposal of assets 2 1 2 (7)  
Unrealized loss on commodity derivatives 0 0 0 0  
Inventory adjustments 0 3 0 1  
Equity in earnings of unconsolidated affiliate 0 0 0 0  
Adjusted EBITDA related to unconsolidated affiliate 0 0 0 0  
Other non-cash adjustments 0 0 0 0  
Income tax expense 1 5 0 13  
Adjusted EBITDA 12 12 26 83  
Capital expenditures 10 2 13 21  
Assets 1,054   1,054   $ 1,850
All Other [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 226 161 603 454  
Motor Fuel Sales [Member]          
Segment Reporting Information [Line Items]          
Revenues 4,666 2,711 12,321 7,869  
Motor Fuel Sales [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 4,666 2,711 12,321 7,869  
Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 4,499 2,600 11,890 7,569  
Motor Fuel Sales [Member] | All Other [Member]          
Segment Reporting Information [Line Items]          
Revenues 167 111 431 300  
Motor Fuel Sales [Member] | All Other [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 167 111 431 300  
Non Motor Fuel Sales [Member]          
Segment Reporting Information [Line Items]          
Revenues 79 60 218 185  
Non Motor Fuel Sales [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 79 60 218 185  
Non Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 21 14 51 45  
Non Motor Fuel Sales [Member] | All Other [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 58 46 167 140  
Lease Income [Member]          
Segment Reporting Information [Line Items]          
Revenues 34 34 103 103  
Lease Income [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 34 34 103 103  
Lease Income [Member] | Fuel Distribution and Marketing [Member]          
Segment Reporting Information [Line Items]          
Revenues 33 30 98 89  
Lease Income [Member] | Fuel Distribution and Marketing [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 33 30 98 89  
Lease Income [Member] | All Other [Member]          
Segment Reporting Information [Line Items]          
Revenues 1 4 5 14  
Lease Income [Member] | All Other [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 1 4 5 14  
Non Motor Fuel [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 42 [1] 37 [1] 119 [2] 119 [2]  
Non Motor Fuel [Member] | Fuel Distribution and Marketing [Member]          
Segment Reporting Information [Line Items]          
Revenues 21 14 51 45  
Gross Profit 12 [1] 11 [1] 38 [2] 35 [2]  
Non Motor Fuel [Member] | All Other [Member]          
Segment Reporting Information [Line Items]          
Revenues 58 46 167 140  
Gross Profit 30 [1] 26 [1] 81 [2] 84 [2]  
Motor Fuel          
Segment Reporting Information [Line Items]          
Gross Profit 231 [1] 237 [1] 789 [2] 552 [2]  
Motor Fuel | Fuel Distribution and Marketing [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 216 [1] 224 [1] 754 [2] 493 [2]  
Motor Fuel | All Other [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 15 [1] 13 [1] 35 [2] 59 [2]  
Lease          
Segment Reporting Information [Line Items]          
Gross Profit 34 [1] 34 [1] 103 [2] 103 [2]  
Lease | Fuel Distribution and Marketing [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 33 [1] 30 [1] 98 [2] 89 [2]  
Lease | All Other [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 1 [1] 4 [1] 5 [2] 14 [2]  
Consolidation, Eliminations | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues (407) (259) (1,068) (704)  
Consolidation, Eliminations | Fuel Distribution and Marketing [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues 407 259 1,068 704  
Consolidation, Eliminations | All Other [Member] | Gross Revenue          
Segment Reporting Information [Line Items]          
Revenues $ 0 $ 0 $ 0 $ 0  
[1] Excludes depreciation, amortization and accretion.
[2] Excludes depreciation, amortization and accretion.
v3.21.2
Net Income per Unit (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 9 Months Ended
Aug. 19, 2021
May 19, 2021
Feb. 19, 2021
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Sep. 30, 2021
Sep. 30, 2020
Earnings Per Share Basic [Line Items]                      
Net Income (Loss) Attributable to Parent       $ 104 $ 166 $ 154 $ 100 $ 157 $ (128) $ 424 $ 129
Incentive distribution rights $ 18 $ 18 $ 18 18     18     54 53
Distributions on nonvested phantom unit awards       $ 2     $ 1     $ 5 $ 5
Weighted average common units outstanding:                      
Common - basic (in shares)       83,352,123     83,056,365     83,348,540 83,033,556
Common - diluted (in shares)       84,549,277     83,770,034     84,364,321 83,668,835
Basic       $ 1.01     $ 0.97     $ 4.38 $ 0.85
Diluted       $ 1.00     $ 0.96     $ 4.33 $ 0.84
Common Units [Member]                      
Earnings Per Share Basic [Line Items]                      
Limited partners’ interest in net income       $ 84     $ 81     $ 365 $ 71
Weighted average common units outstanding:                      
Common - basic (in shares)       83,352,123     83,056,365     83,348,540 83,033,556
Common - equivalents (in shares)       1,197,154     713,669     1,015,781 635,279
Common - diluted (in shares)       84,549,277     83,770,034     84,364,321 83,668,835
v3.21.2
Subsequent Events (Details)
$ in Millions
Oct. 08, 2021
USD ($)
Subsequent Event [Member] | NuStar Acquisition  
Subsequent Event [Line Items]  
Business Combination, Consideration Transferred $ 250