SUNOCO LP, 10-Q filed on 5/9/2024
Quarterly Report
v3.24.1.u1
Document And Entity Information - shares
3 Months Ended
Mar. 31, 2024
May 02, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2024  
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 2024  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Common Units [Member]    
Document Information [Line Items]    
Entity Partnership Units Outstanding   84,453,339
Common Class C [Member]    
Document Information [Line Items]    
Entity Partnership Units Outstanding   16,410,780
v3.24.1.u1
Consolidated Balance Sheets - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 215 $ 29
Accounts receivable, net 893 856
Inventories, net 953 889
Other current assets 125 133
Asset, Held-for-Sale, Not Part of Disposal Group, Current [Abstract] 511 0
Current liabilities 130 0
Total current assets 2,723 1,927
Property and equipment 2,820 2,970
Accumulated depreciation (960) (1,134)
Property and equipment, net 1,860 1,836
Other assets:    
Operating lease right-of-use assets, net 422 506
Goodwill 1,461 1,599
Intangible Assets, Net (Excluding Goodwill) 523 544
Other non-current assets 278 290
Investments in unconsolidated affiliates 125 124
Total assets 7,392 6,826
Current liabilities:    
Accounts payable 1,022 828
Accrued expenses and other current liabilities 302 353
Operating lease current liabilities 23 22
Total current liabilities 1,647 1,373
Operating lease non-current liabilities 431 511
Long-term debt, net 3,795 3,580
Deferred tax liabilities 181 166
Other non-current liabilities 119 116
Total liabilities 6,271 5,848
Commitments and contingencies (Note 11)
Equity:    
Total equity 1,121 978
Total liabilities and equity 7,392 6,826
Related Party    
Current assets:    
Accounts receivable, net 26 20
Current liabilities:    
Accounts payable 170 170
Other Liabilities 98 102
Common Units [Member]    
Equity:    
Total equity 1,121 978
Class C Units [Member]    
Equity:    
Total equity $ 0 $ 0
v3.24.1.u1
Consolidated Balance Sheets (Parenthetical)
Mar. 31, 2024
shares
Common Units [Member]  
Equity:  
Limited Partners' Capital Account, Units Outstanding 84,428,109
Class C Units [Member]  
Equity:  
Limited Partners' Capital Account, Units Issued 16,410,780
v3.24.1.u1
Consolidated Statements of Operations and Comprehensive Income - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
REVENUES:    
Revenues $ 5,499 $ 5,362
COST OF SALES AND OPERATING EXPENSES:    
Cost of sales 5,015 4,987
General and administrative 36 29
Other operating 88 82
Lease expense 18 16
Loss on disposal of assets 2 1
Depreciation, amortization and accretion 43 48
Total cost of sales and operating expenses 5,202 5,163
OPERATING INCOME 297 199
Other income, net 1 0
Interest expense, net (63) (53)
Equity in earnings of unconsolidated affiliates 2 2
INCOME BEFORE INCOME TAXES 237 148
Income tax expense 7 7
NET INCOME AND COMPREHENSIVE INCOME $ 230 $ 141
Net income (loss) per common unit:    
Basic $ 2.29 $ 1.43
Diluted 2.26 1.41
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:    
Cash distributions per unit $ 0.8756 $ 0.8420
Common Units [Member]    
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:    
Basic 84,424,748 84,058,716
Diluted 85,259,238 84,970,826
Motor Fuel Sales [Member]    
REVENUES:    
Revenues $ 5,366 $ 5,239
Non Motor Fuel Sales [Member]    
REVENUES:    
Revenues 95 86
Lease Income [Member]    
REVENUES:    
Revenues $ 38 $ 37
v3.24.1.u1
Consolidated Statement of Equity
$ in Millions
USD ($)
Beginning balance at Dec. 31, 2022 $ 942
Cash distributions to unitholders, including incentive distributions 88
Unit-based compensation 5
Partnership net income (loss) 141
Ending balance at Mar. 31, 2023 1,000
Beginning balance at Dec. 31, 2023 978
Cash distributions to unitholders, including incentive distributions 91
Unit-based compensation 4
Partnership net income (loss) 230
Ending balance at Mar. 31, 2024 $ 1,121
v3.24.1.u1
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
OPERATING ACTIVITIES:    
Net income and comprehensive income $ 230 $ 141
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation, amortization and accretion 43 48
Amortization of deferred financing fees 9 2
Loss on disposal of assets 2 1
Non-cash unit-based compensation expense 4 5
Deferred income tax (4) (4)
Inventory valuation adjustments (130) (29)
Equity in earnings of unconsolidated affiliates (2) (2)
Changes in operating assets and liabilities, net of acquisitions:    
Accounts receivable, net (55) 317
Receivables from affiliates (6) (2)
Inventories, net 53 82
Other assets (6) (13)
Accounts payable 201 (225)
Accounts payable to affiliates 0 16
Accrued expenses and other current liabilities (57) (19)
Other non-current liabilities (4) 0
Net cash provided by operating activities 286 326
INVESTING ACTIVITIES:    
Capital expenditures (41) (37)
Cash paid for acquisition (185) 0
Distributions from unconsolidated affiliates in excess of cumulative earnings 1 3
Proceeds from disposal of property and equipment 2 3
Net cash used in investing activities (223) (31)
FINANCING ACTIVITIES:    
Credit Facility borrowings 889 759
Credit Facility repayments (675) (859)
Cash distributions to unitholders, including incentive distributions (91) (88)
Net cash provided by (used in) financing activities 123 (188)
Net increase in cash and cash equivalents 186 107
Cash and cash equivalents, beginning of period 29 82
Cash and cash equivalents, end of period $ 215 $ 189
v3.24.1.u1
Organization and Principles of Consolidation
3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Principles of Consolidation Organization and Principles of Consolidation
As used in this document, the terms “Partnership,” “we,” “us,” “our” or “SUN” should be understood to refer to Sunoco LP and its 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 March 31, 2024, Energy Transfer owned 100% of the limited liability company interests in our General Partner, 28,463,967 of our common units and all of our incentive distribution rights (“IDRs”).
The consolidated financial statements include Sunoco LP, a publicly traded Delaware limited partnership, and its wholly owned subsidiaries. In the opinion of the Partnership’s management, such financial information reflects all adjustments necessary for a fair presentation of the financial position and the results of operations for such interim periods in accordance with GAAP. All significant intercompany accounts and transactions have been eliminated in consolidation.
Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on operating income, net income and comprehensive income, the consolidated balance sheets or consolidated statements of cash flows.
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Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Significant Accounting Policies [Text Block] Summary of Significant Accounting Policies
Interim Financial Statements
The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Pursuant to Regulation S-X, certain information and disclosures normally included in the annual consolidated financial statements have been condensed or omitted. The interim consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on February 16, 2024.
Significant Accounting Policies
As of March 31, 2024, 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, 2023 filed with the SEC on February 16, 2024.
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 $59 million and $65 million for the three months ended March 31, 2024 and 2023, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in our consolidated statements of operations and comprehensive income.
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Acquisitions and Divestitures
3 Months Ended
Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Mergers, Acquisitions and Dispositions Disclosures Acquisitions and Divestitures
Acquisitions
On May 3, 2024, we completed the previously announced acquisition of NuStar Energy L.P. (“NuStar”). Under the terms of the agreement, NuStar common unitholders received 0.400 SUN common units for each NuStar common unit. In connection with the acquisition, we issued approximately 50.6 million common units, which had a fair value of approximately $2.8 billion, assumed debt totaling approximately $3.4 billion and assumed preferred units with a fair value of approximately $800 million. NuStar has approximately 9,500 miles of pipeline and 63 terminal and storage facilities that store and distribute crude oil, refined products, renewable fuels, ammonia and specialty liquids. Beginning May 2024, SUN’s consolidated financial statements will reflect NuStar as a consolidated subsidiary. At the time our consolidated financial statements were issued, the initial accounting for this business combination was incomplete due to the timing of the close of the acquisition; therefore, certain required disclosures have not been included herein.
On March 13, 2024, we completed the previously announced acquisition of liquid fuels terminals in Amsterdam, Netherlands and Bantry Bay, Ireland from Zenith Energy for €170 million ($185 million) including working capital. The acquisition was recorded using the acquisition method of accounting which requires, among other things, that assets and liabilities assumed be recognized on the balance sheet at their estimated fair values as of the date of acquisition. Management, with the assistance of an independent valuation firm, determined the preliminary fair value of assets and liabilities as of the date of the acquisition. Determining the fair value involves the use of management's judgements as well as the use of significant estimates and assumptions. The following table summarizes the preliminary allocation of the purchase price among assets acquired and liabilities assumed:
As of
March 13, 2024
Other current assets$
Property and equipment204 
Goodwill
Other non-current assets36 
Current liabilities(14)
Deferred tax liabilities(11)
Other non-current liabilities(43)
Net Assets185 
Cash acquired— 
Total cash consideration, net of cash acquired$185 
Divestiture
On April 16, 2024, we completed the previously announced sale of 204 convenience stores located in West Texas, New Mexico and Oklahoma to 7-Eleven, Inc. for approximately $1.0 billion, including customary adjustments for fuel and merchandise inventory. As part of the sale, SUN also amended its existing take-or-pay fuel supply agreement with 7-Eleven, Inc. to incorporate additional fuel gross profit. The following table presents the aggregate carrying amount of assets and liabilities that were classified as held for sale:
March 31,
2024
Carrying amount of assets held for sale:
Accounts receivable, net$18 
Inventories, net14 
Other current assets
Property and equipment, net171 
Goodwill145 
Intangible assets12 
Other non-current assets148 
Total assets held for sale$511 
Carrying amount of liabilities associated with assets held for sale:
Current liabilities$14 
Other non-current liabilities116 
Total liabilities associated with assets held for sale$130 
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Accounts Receivable, net
3 Months Ended
Mar. 31, 2024
Accounts Receivable, after Allowance for Credit Loss [Abstract]  
Accounts Receivable, net Accounts Receivable, net
Accounts receivable, net, consisted of the following:
March 31,
2024
December 31,
2023
Accounts receivable, trade$664 $703 
Credit card receivables131 107 
Other receivables99 47 
Allowance for expected credit losses(1)(1)
Accounts receivable, net$893 $856 
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Inventories, net
3 Months Ended
Mar. 31, 2024
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 March 31, 2024 and December 31, 2023, the Partnership’s fuel inventory balance included lower of cost or market reserves of $100 million and $230 million, respectively. For the three months ended March 31, 2024 and 2023, 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 March 31, 2024 and 2023, the Partnership's cost of sales included favorable inventory valuation adjustments of $130 million and $29 million, respectively, which increased net income.
Inventories, net, consisted of the following:
March 31,
2024
December 31,
2023
Fuel$941 $876 
Other12 13 
Inventories, net$953 $889 
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Accrued Expenses and Other Current Liabilities
3 Months Ended
Mar. 31, 2024
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:
March 31,
2024
December 31,
2023
Wage and other employee-related accrued expenses$23 $38 
Accrued tax expense125 182 
Accrued insurance expense31 30 
Accrued interest expense54 41 
Dealer deposits24 23 
Accrued environmental expense
Other39 33 
Total$302 $353 
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Long-Term Debt
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt, net
Total long-term debt, net consisted of the following:
March 31,
2024
December 31,
2023
Credit Facility$625 $411 
6.000% Senior Notes due 2027
600 600 
5.875% Senior Notes due 2028
400 400 
7.000% Senior Notes due 2028
500 500 
4.500% Senior Notes due 2029
800 800 
4.500% Senior Notes due 2030
800 800 
Lease-related financing obligations94 94 
Total long-term debt3,819 3,605 
Less: debt issuance costs24 25 
Total long-term debt, net$3,795 $3,580 
April 2024 Notes Offering
On April 30, 2024, the Partnership issued $750 million of 7.000% senior notes due 2029 and $750 million of 7.250% senior notes due 2032 in a private offering. The Partnership used the net proceeds from the offering to (i) repay certain outstanding indebtedness of NuStar, in connection with the merger between the Partnership and NuStar, (ii) fund the redemption of NuStar's preferred units in connection with the merger and (iii) pay offering fees and expenses.
Credit Facility
The Partnership's $1.50 billion revolving credit facility (the "Credit Facility") matures in May 2029 (as amended in May 2024), 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 March 31, 2024, the balance
on the Credit Facility was $625 million, and $5 million standby letters of credit were outstanding. The unused availability on the Credit Facility at March 31, 2024 was $870 million. The weighted average interest rate on the total amount outstanding at March 31, 2024 was 7.18%. The Partnership was in compliance with all financial covenants at March 31, 2024.
Fair Value of Debt
The aggregate estimated fair value and carrying amount of our consolidated debt obligations as of March 31, 2024 were $3.70 billion and $3.80 billion, respectively. As of December 31, 2023, the aggregate fair value and carrying amount of our consolidated debt obligations were $3.50 billion and $3.58 billion, respectively. The fair value of our consolidated debt obligations is a Level 2 valuation based on the respective debt obligations' observable inputs for similar liabilities.
v3.24.1.u1
Other Noncurrent Liabilities (Notes)
3 Months Ended
Mar. 31, 2024
Other Liabilities Disclosure [Abstract]  
Other Liabilities Disclosure [Text Block] Other Non-Current Liabilities
Other non-current liabilities consisted of the following:
March 31,
2024
December 31,
2023
Asset retirement obligations$85 $84 
Accrued environmental expense, long-term12 12 
Other22 20 
Total$119 $116 
v3.24.1.u1
Related-Party Transactions
3 Months Ended
Mar. 31, 2024
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 investments in the J.C. Nolan joint ventures was $125 million and $124 million as of March 31, 2024 and December 31, 2023, respectively. In addition, we recorded income on the unconsolidated J.C. Nolan joint ventures of $2 million for each of the three months ended March 31, 2024 and 2023.
Summary of Transactions
Related party transactions for the three months ended March 31, 2024 and 2023 were as follows:
Three Months Ended March 31,
20242023
Motor fuel sales to affiliates$$13 
Bulk fuel purchases from affiliates397 411 
Significant affiliate balances included on the consolidated balance sheets were as follows:
Accounts receivable from affiliates were $26 million and $20 million as of March 31, 2024 and December 31, 2023, respectively, which were primarily related to motor fuel sales to affiliates.
Accounts payable to affiliates were $170 million and $170 million as of March 31, 2024 and December 31, 2023, respectively, which were attributable to operational expenses and bulk fuel purchases.
Advances from affiliates were $98 million and $102 million as of March 31, 2024 and December 31, 2023, respectively, which were related to treasury services agreements with Energy Transfer.
v3.24.1.u1
Revenue (Notes)
3 Months Ended
Mar. 31, 2024
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 March 31,
20242023
Fuel Distribution and Marketing Segment
Distributor $2,074 $2,303 
Dealer881 919 
Unbranded wholesale1,984 1,540 
Commission agent295 341 
Non-motor fuel sales40 29 
Lease income35 34 
Total5,309 5,166 
All Other Segment
Motor fuel
132 136 
Non-motor fuel sales55 57 
Lease income
Total190 196 
Total revenue$5,499 $5,362 
Contract Balances with Customers
The balances of the Partnership’s contract assets and contract liabilities as of March 31, 2024 and December 31, 2023 were as follows:
March 31,
2024
December 31, 2023
Contract assets$264 $256 
Accounts receivable from contracts with customers794 809 
Contract liabilities— — 
Costs to Obtain or Fulfill a Contract
The Partnership recognized amortization on capitalized costs incurred to obtain contracts of $8 million and $6 million for the three months ended March 31, 2024 and 2023, respectively
v3.24.1.u1
Commitments And Contingencies
3 Months Ended
Mar. 31, 2024
Leases [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Litigation
From time to time, the Partnership is involved in various legal proceedings and claims arising out of our operations in the normal course of business. Such proceedings are subject to the uncertainties inherent in any litigation, and we regularly assess the need for accounting recognition or disclosure of any related contingencies. We maintain liability insurance with insurers with coverage and deductibles management believes are reasonable and prudent. However, there can be no assurance that the levels of insurance protection currently in effect will continue to be available at reasonable prices or that such levels will be adequate to protect us from material expenses related to product liability, personal injury or property damage in the future. Based on currently available information, we believe it is unlikely that the outcome of known matters would have a material adverse impact on our financial condition, results of operations or cash flows.
Lessee Accounting
The details of the Partnership's operating and finance lease liabilities were as follows:
March 31,
Lease term and discount rate20242023
Weighted average remaining lease term (years)
Operating leases2222
Finance leases2728
Weighted average discount rate (%)
Operating leases%%
Finance leases%%
Three Months Ended March 31,
Other information20242023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$(12)$(12)
Operating cash flows from finance leases— — 
Financing cash flows from finance leases— — 
Lease assets obtained in exchange for new finance lease liabilities— — 
Lease assets obtained in exchange for new operating lease liabilities
Maturity of lease liabilities (as of March 31, 2024)
Operating leasesFinance leasesTotal
2024 (remainder)$39 $— $39 
202538 — 38 
202637 — 37 
202736 — 36 
202835 — 35 
Thereafter576 15 591 
Total lease payments761 15 776 
Less: interest307 313 
Present value of lease liabilities$454 $$463 
v3.24.1.u1
Income Tax Expense
3 Months Ended
Mar. 31, 2024
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 March 31,
20242023
Income tax expense at United States statutory rate$50 $31 
Increase (reduction) in income taxes resulting from:
Partnership earnings not subject to tax(45)(26)
State and local tax, net of federal expense
Other— 
Net income tax expense$$
v3.24.1.u1
Partners' Capital
3 Months Ended
Mar. 31, 2024
Partners' Capital [Abstract]  
Partners' Capital Equity
As of March 31, 2024, Energy Transfer and its subsidiaries owned 28,463,967 of our common units and the public owned 55,964,142 of our common units. As of March 31, 2024, our wholly owned subsidiaries owned all of the 16,410,780 Class C units representing limited partner interests in the Partnership.
Common Units
The change in our outstanding common units for the three months ended March 31, 2024 was as follows: 
Number of Units
Number of common units at December 31, 2023
84,408,014 
Phantom unit vesting20,095 
Number of common units at March 31, 2024
84,428,109 
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 2024 were as follows:
Limited Partners
Payment DatePer Unit DistributionTotal Cash DistributionDistribution to IDR Holders
February 20, 2024$0.8420 $71 $19 
May 20, 20240.8756 119 36 
v3.24.1.u1
Segment Reporting
3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Segment Reporting Disclosure [Text Block] Segment Reporting
We report Adjusted EBITDA by segment as a measure of segment performance. We define Adjusted EBITDA as earnings before net interest expense, income tax expense and depreciation, amortization and accretion expense, non-cash unit-based compensation expense, gains and losses on disposal of assets and non-cash impairment charges, unrealized gains and losses on commodity derivatives, inventory valuation adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations. Inventory valuation adjustments that are excluded from the calculation of Adjusted EBITDA represent changes in lower of cost or market reserves on the Partnership's inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period.
The following table presents financial information by segment for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31,
20242023
Fuel Distribution and MarketingAll OtherIntercompany EliminationsTotalsFuel Distribution and MarketingAll OtherIntercompany EliminationsTotals
Revenue
Motor fuel sales$5,234 $132 $5,366 $5,103 $136 $5,239 
Non-motor fuel sales40 55 95 29 57 86 
Lease income35 38 34 37 
Intersegment sales95 — (95)— 98 — (98)— 
Total revenue$5,404 $190 $(95)$5,499 $5,264 $196 $(98)$5,362 
Net income and comprehensive income$230 $141 
Depreciation, amortization and accretion43 48 
Interest expense, net63 53 
Income tax expense
Non-cash unit-based compensation expense
Loss on disposal of assets
Unrealized (gains) losses on commodity derivatives13 (11)
Inventory valuation adjustments(130)(29)
Equity in earnings of unconsolidated affiliates(2)(2)
Adjusted EBITDA related to unconsolidated affiliates
Other non-cash adjustments
Adjusted EBITDA$219 $23 $242 $195 $26 $221 
Capital expenditures$28 $13 $41 $24 $13 $37 
Total assets as of March 31, 2024 and
December 31, 2023, respectively
$6,399 $993 $7,392 $5,676 $1,150 $6,826 
v3.24.1.u1
Net Income per Unit
3 Months Ended
Mar. 31, 2024
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 March 31,
20242023
Net income and comprehensive income$230 $141 
Less:
Incentive distribution rights
36 19 
Distributions on unvested phantom unit awards
Common unitholders interest in net income
$193 $120 
Weighted average common units outstanding:
Basic
84,424,748 84,058,716 
Dilutive effect of unvested phantom unit awards
834,490 912,110 
Diluted
85,259,238 84,970,826 
Net income per common unit:
Basic
$2.29 $1.43 
Diluted
$2.26 $1.41 
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure    
Net Income (Loss) Attributable to Parent $ 230 $ 141
v3.24.1.u1
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.1.u1
Organization and Principles of Consolidation Organization and Principles of Consolidation (Policies)
3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Accounting, Policy [Policy Text Block]
Interim Financial Statements
The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Pursuant to Regulation S-X, certain information and disclosures normally included in the annual consolidated financial statements have been condensed or omitted. The interim consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on February 16, 2024.
Consolidation, Policy
Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on operating income, net income and comprehensive income, the consolidated balance sheets or consolidated statements of cash flows.
v3.24.1.u1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]
Interim Financial Statements
The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Pursuant to Regulation S-X, certain information and disclosures normally included in the annual consolidated financial statements have been condensed or omitted. The interim consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on February 16, 2024.
Recently Issued Accounting Pronouncements
Significant Accounting Policies
As of March 31, 2024, 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, 2023 filed with the SEC on February 16, 2024.
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 $59 million and $65 million for the three months ended March 31, 2024 and 2023, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in our consolidated statements of operations and comprehensive income.
v3.24.1.u1
Inventory (Policies)
3 Months Ended
Mar. 31, 2024
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 March 31, 2024 and December 31, 2023, the Partnership’s fuel inventory balance included lower of cost or market reserves of $100 million and $230 million, respectively. For the three months ended March 31, 2024 and 2023, 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 March 31, 2024 and 2023, the Partnership's cost of sales included favorable inventory valuation adjustments of $130 million and $29 million, respectively, which increased net income.
v3.24.1.u1
Revenue from Contract with Customer (Policies)
3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Revenue
Contract Balances with Customers
Costs to Obtain or Fulfill a Contract
The Partnership recognized amortization on capitalized costs incurred to obtain contracts of $8 million and $6 million for the three months ended March 31, 2024 and 2023, respectively.
v3.24.1.u1
Acquisitions and Divestitures (Tables)
3 Months Ended
Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed The following table summarizes the preliminary allocation of the purchase price among assets acquired and liabilities assumed:
As of
March 13, 2024
Other current assets$
Property and equipment204 
Goodwill
Other non-current assets36 
Current liabilities(14)
Deferred tax liabilities(11)
Other non-current liabilities(43)
Net Assets185 
Cash acquired— 
Total cash consideration, net of cash acquired$185 
Disclosure of Long-Lived Assets Held-for-Sale The following table presents the aggregate carrying amount of assets and liabilities that were classified as held for sale:
March 31,
2024
Carrying amount of assets held for sale:
Accounts receivable, net$18 
Inventories, net14 
Other current assets
Property and equipment, net171 
Goodwill145 
Intangible assets12 
Other non-current assets148 
Total assets held for sale$511 
Carrying amount of liabilities associated with assets held for sale:
Current liabilities$14 
Other non-current liabilities116 
Total liabilities associated with assets held for sale$130 
v3.24.1.u1
Accounts Receivable, net (Tables)
3 Months Ended
Mar. 31, 2024
Accounts Receivable, after Allowance for Credit Loss [Abstract]  
Schedule of Accounts Receivable
Accounts receivable, net, consisted of the following:
March 31,
2024
December 31,
2023
Accounts receivable, trade$664 $703 
Credit card receivables131 107 
Other receivables99 47 
Allowance for expected credit losses(1)(1)
Accounts receivable, net$893 $856 
v3.24.1.u1
Inventories, net (Tables)
3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventories
Inventories, net, consisted of the following:
March 31,
2024
December 31,
2023
Fuel$941 $876 
Other12 13 
Inventories, net$953 $889 
v3.24.1.u1
Accrued Expenses and Other Current Liabilities (Tables)
3 Months Ended
Mar. 31, 2024
Accrued Expenses And Other Current Liabilities [Abstract]  
Schedule of Accrued Liabilities
Accrued expenses and other current liabilities consisted of the following:
March 31,
2024
December 31,
2023
Wage and other employee-related accrued expenses$23 $38 
Accrued tax expense125 182 
Accrued insurance expense31 30 
Accrued interest expense54 41 
Dealer deposits24 23 
Accrued environmental expense
Other39 33 
Total$302 $353 
v3.24.1.u1
Long-Term Debt (Tables)
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
Total long-term debt, net consisted of the following:
March 31,
2024
December 31,
2023
Credit Facility$625 $411 
6.000% Senior Notes due 2027
600 600 
5.875% Senior Notes due 2028
400 400 
7.000% Senior Notes due 2028
500 500 
4.500% Senior Notes due 2029
800 800 
4.500% Senior Notes due 2030
800 800 
Lease-related financing obligations94 94 
Total long-term debt3,819 3,605 
Less: debt issuance costs24 25 
Total long-term debt, net$3,795 $3,580 
v3.24.1.u1
Other Noncurrent Liabilities (Tables)
3 Months Ended
Mar. 31, 2024
Other Liabilities Disclosure [Abstract]  
Other Noncurrent Liabilities [Table Text Block]
Other non-current liabilities consisted of the following:
March 31,
2024
December 31,
2023
Asset retirement obligations$85 $84 
Accrued environmental expense, long-term12 12 
Other22 20 
Total$119 $116 
v3.24.1.u1
Related-Party Transactions (Tables)
3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions [Table Text Block]
Related party transactions for the three months ended March 31, 2024 and 2023 were as follows:
Three Months Ended March 31,
20242023
Motor fuel sales to affiliates$$13 
Bulk fuel purchases from affiliates397 411 
v3.24.1.u1
Revenue (Tables)
3 Months Ended
Mar. 31, 2024
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 March 31,
20242023
Fuel Distribution and Marketing Segment
Distributor $2,074 $2,303 
Dealer881 919 
Unbranded wholesale1,984 1,540 
Commission agent295 341 
Non-motor fuel sales40 29 
Lease income35 34 
Total5,309 5,166 
All Other Segment
Motor fuel
132 136 
Non-motor fuel sales55 57 
Lease income
Total190 196 
Total revenue$5,499 $5,362 
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 March 31, 2024 and December 31, 2023 were as follows:
March 31,
2024
December 31, 2023
Contract assets$264 $256 
Accounts receivable from contracts with customers794 809 
Contract liabilities— — 
v3.24.1.u1
Commitments And Contingencies (Tables)
3 Months Ended
Mar. 31, 2024
Leases [Abstract]  
Lease, Cost [Table Text Block]
The details of the Partnership's operating and finance lease liabilities were as follows:
March 31,
Lease term and discount rate20242023
Weighted average remaining lease term (years)
Operating leases2222
Finance leases2728
Weighted average discount rate (%)
Operating leases%%
Finance leases%%
Three Months Ended March 31,
Other information20242023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$(12)$(12)
Operating cash flows from finance leases— — 
Financing cash flows from finance leases— — 
Lease assets obtained in exchange for new finance lease liabilities— — 
Lease assets obtained in exchange for new operating lease liabilities
Lessee, Operating Lease, Liability, Maturity [Table Text Block]
Maturity of lease liabilities (as of March 31, 2024)
Operating leasesFinance leasesTotal
2024 (remainder)$39 $— $39 
202538 — 38 
202637 — 37 
202736 — 36 
202835 — 35 
Thereafter576 15 591 
Total lease payments761 15 776 
Less: interest307 313 
Present value of lease liabilities$454 $$463 
v3.24.1.u1
Income Tax Expense (Tables)
3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of Effective Income Tax Rate Reconciliation A reconciliation of income tax expense from continuing operations at the U.S. federal statutory rate of 21% to net income tax expense is as follows:
Three Months Ended March 31,
20242023
Income tax expense at United States statutory rate$50 $31 
Increase (reduction) in income taxes resulting from:
Partnership earnings not subject to tax(45)(26)
State and local tax, net of federal expense
Other— 
Net income tax expense$$
v3.24.1.u1
Partners' Capital (Tables)
3 Months Ended
Mar. 31, 2024
Partners' Capital [Abstract]  
Schedule of Common Units
The change in our outstanding common units for the three months ended March 31, 2024 was as follows: 
Number of Units
Number of common units at December 31, 2023
84,408,014 
Phantom unit vesting20,095 
Number of common units at March 31, 2024
84,428,109 
Distributions Made to Limited Partner, by Distribution
Cash distributions paid or declared during 2024 were as follows:
Limited Partners
Payment DatePer Unit DistributionTotal Cash DistributionDistribution to IDR Holders
February 20, 2024$0.8420 $71 $19 
May 20, 20240.8756 119 36 
v3.24.1.u1
Segment Reporting (Tables)
3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
Three Months Ended March 31,
20242023
Fuel Distribution and MarketingAll OtherIntercompany EliminationsTotalsFuel Distribution and MarketingAll OtherIntercompany EliminationsTotals
Revenue
Motor fuel sales$5,234 $132 $5,366 $5,103 $136 $5,239 
Non-motor fuel sales40 55 95 29 57 86 
Lease income35 38 34 37 
Intersegment sales95 — (95)— 98 — (98)— 
Total revenue$5,404 $190 $(95)$5,499 $5,264 $196 $(98)$5,362 
Net income and comprehensive income$230 $141 
Depreciation, amortization and accretion43 48 
Interest expense, net63 53 
Income tax expense
Non-cash unit-based compensation expense
Loss on disposal of assets
Unrealized (gains) losses on commodity derivatives13 (11)
Inventory valuation adjustments(130)(29)
Equity in earnings of unconsolidated affiliates(2)(2)
Adjusted EBITDA related to unconsolidated affiliates
Other non-cash adjustments
Adjusted EBITDA$219 $23 $242 $195 $26 $221 
Capital expenditures$28 $13 $41 $24 $13 $37 
Total assets as of March 31, 2024 and
December 31, 2023, respectively
$6,399 $993 $7,392 $5,676 $1,150 $6,826 
v3.24.1.u1
Net Income per Unit (Tables)
3 Months Ended
Mar. 31, 2024
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 March 31,
20242023
Net income and comprehensive income$230 $141 
Less:
Incentive distribution rights
36 19 
Distributions on unvested phantom unit awards
Common unitholders interest in net income
$193 $120 
Weighted average common units outstanding:
Basic
84,424,748 84,058,716 
Dilutive effect of unvested phantom unit awards
834,490 912,110 
Diluted
85,259,238 84,970,826 
Net income per common unit:
Basic
$2.29 $1.43 
Diluted
$2.26 $1.41 
v3.24.1.u1
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Accounting Policies [Abstract]    
Motor fuel and sales taxes $ 59 $ 65
v3.24.1.u1
Acquisitions and Divestitures (Details)
€ in Millions, shares in Millions, $ in Millions
May 03, 2024
USD ($)
shares
Apr. 16, 2024
USD ($)
numberOfConvenienceStores
Mar. 13, 2024
USD ($)
Mar. 13, 2024
EUR (€)
May 02, 2024
USD ($)
conversionRatioOfUnitsInAcquisition
terminals
milesOfPipeline
Mar. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Asset Acquisition [Line Items]              
Current liabilities           $ 130 $ 0
Goodwill           1,461 $ 1,599
7-Eleven              
Asset Acquisition [Line Items]              
Accounts receivable, net           18  
Inventories, net           14  
Other current assets           3  
Total assets held for sale           511  
Current liabilities           14  
Other non-current liabilities           116  
Total liabilities associated with assets held for sale           130  
Other non-current assets           148  
Intangible assets           12  
Property and equipment, net           171  
Goodwill           $ 145  
Subsequent Event [Member] | 7-Eleven              
Asset Acquisition [Line Items]              
Business Combination, Consideration Transferred   $ 1,000          
Number of Units in Real Estate Property | numberOfConvenienceStores   204          
liquid fuels terminals in Amsterdam, Netherlands and Bantry Bay              
Asset Acquisition [Line Items]              
Other current assets     $ 6        
Property and equipment     204        
Deferred tax liabilities     (11)        
Current liabilities     (14)        
Net Assets     185        
Cash acquired     0        
Other non-current liabilities     (43)        
Goodwill, Acquired During Period     7        
Other non-current assets     36        
Business Combination, Consideration Transferred     $ 185 € 170      
Nustar | Subsequent Event [Member]              
Asset Acquisition [Line Items]              
Business Acquisition, Equity Interest Issued or Issuable, Conversion Ratio of Shares | conversionRatioOfUnitsInAcquisition         0.4    
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares 50.6            
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned         $ 2,800    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-Term Debt         $ 3,400    
Proceeds from (Repurchase of) Redeemable Preferred Stock $ 800            
Nustar | Miles of pipeline | Subsequent Event [Member]              
Asset Acquisition [Line Items]              
Number of Units in Real Estate Property | milesOfPipeline         9,500    
Nustar | Terminal and storage facilities | Subsequent Event [Member]              
Asset Acquisition [Line Items]              
Number of Units in Real Estate Property | terminals         63    
v3.24.1.u1
Accounts Receivable, net (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Allowance for expected credit losses $ (1) $ (1)
Accounts receivable, net 893 856
Trade Accounts Receivable [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current 664 703
Credit Card Receivable [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current 131 107
Other Receivables [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current $ 99 $ 47
v3.24.1.u1
Inventories, net - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Inventory Disclosure [Abstract]      
Inventory Write-down $ 130 $ 29  
Inventory Adjustments $ 100   $ 230
v3.24.1.u1
Inventories, net (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Fuel $ 941 $ 876
Other 12 13
Inventories, net $ 953 $ 889
v3.24.1.u1
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Accrued Expenses And Other Current Liabilities [Abstract]    
Wage and other employee-related accrued expenses $ 23 $ 38
Accrued tax expense 125 182
Accrued insurance expense 31 30
Accrued interest expense 54 41
Dealer deposits 24 23
Accrued environmental expense 6 6
Other 39 33
Total $ 302 $ 353
v3.24.1.u1
Long-Term Debt (Details) - USD ($)
$ in Millions
Apr. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]      
Lease-related financing obligations   $ 94 $ 94
Total long-term debt   3,819 3,605
Less: debt issuance costs   24 25
Total long-term debt, net   3,795 3,580
Long-term Debt, Fair Value   3,700 3,500
Long-term Debt   $ 3,800 3,580
6.00% Senior Notes due 2027      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage   6.00%  
Senior Notes   $ 600 600
5.875% Senior Notes due 2028      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage   5.875%  
Senior Notes   $ 400 400
4.5% Senior Notes due 2029      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage   4.50%  
Senior Notes   $ 800 800
4.5% Senior Notes due 2030      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage   4.50%  
Senior Notes   $ 800 800
7.00% Senior Notes due 2028      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage   7.00%  
Senior Notes   $ 500 500
7.0% Senior Notes due 2029 | Subsequent Event [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage 7.00%    
Senior Notes $ 750    
7.25% Senior Notes due 2032 | Subsequent Event [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Interest Rate, Stated Percentage 7.25%    
Senior Notes $ 750    
Due April 2027 | Revolving Credit Agreement [Member]      
Debt Instrument [Line Items]      
Credit Facility   625 $ 411
Due May 2029 | Revolving Credit Agreement [Member]      
Debt Instrument [Line Items]      
Credit Facility   625  
Line of Credit Facility, Current Borrowing Capacity   $ 1,500  
v3.24.1.u1
Long-Term Debt (Revolving Credit Agreement) (Details) - Revolving Credit Agreement [Member] - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Due April 2027    
Debt Instrument [Line Items]    
Revolving credit facility $ 625 $ 411
Due May 2029    
Debt Instrument [Line Items]    
Revolving credit facility 625  
Letters of Credit Outstanding, Amount 5  
Debt Instrument, Unused Borrowing Capacity, Amount $ 870  
Debt, Weighted Average Interest Rate 7.18%  
Line of Credit Facility, Current Borrowing Capacity $ 1,500  
Due May 2029 | Accordian feature    
Debt Instrument [Line Items]    
Line of Credit Facility, Current Borrowing Capacity $ 500  
v3.24.1.u1
Long-Term Debt Fair Value Measurements (Details) - USD ($)
$ in Billions
Mar. 31, 2024
Dec. 31, 2023
Fair Value Measurements [Abstract]    
Long-term Debt, Fair Value $ 3.7 $ 3.5
v3.24.1.u1
Other Noncurrent Liabilities (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]    
Reserve for underground storage tank removal $ 85 $ 84
Accrued environmental expense, long-term 12 12
Other 22 20
Other non-current liabilities $ 119 $ 116
v3.24.1.u1
Related-Party Transactions (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Related Party Transaction [Line Items]      
Investments in unconsolidated affiliates $ 125   $ 124
Equity in earnings of unconsolidated affiliates 2 $ 2  
Revenues 5,499 5,362  
Accounts payable 1,022   828
Accounts receivable, net 893   856
Related Party      
Related Party Transaction [Line Items]      
Accounts payable 170   170
Other Liabilities 98   102
Accounts receivable, net 26   $ 20
Wholesale motor fuel sales to affiliates [Member] | Related Party      
Related Party Transaction [Line Items]      
Revenues 4 13  
Wholesale Motor Fuel [Member]      
Related Party Transaction [Line Items]      
Related Party Transaction, Purchases from Related Party $ 397 $ 411  
v3.24.1.u1
Revenue (Disaggregation of Revenue) (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disaggregation of Revenue [Line Items]    
Revenues $ 5,499 $ 5,362
Motor Fuel Sales [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 5,366 5,239
Lease Income [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 38 37
Fuel Distribution and Marketing [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 5,309 5,166
Fuel Distribution and Marketing [Member] | Dealer Revenue [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 2,074 2,303
Fuel Distribution and Marketing [Member] | Distributor Revenue [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 881 919
Fuel Distribution and Marketing [Member] | Unbranded Wholesale Revenue [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 1,984 1,540
Fuel Distribution and Marketing [Member] | Commission Agent Revenue [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 295 341
Fuel Distribution and Marketing [Member] | Non Motor Fuel [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 40 29
Fuel Distribution and Marketing [Member] | Lease Income [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 35 34
All Other [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 190 196
All Other [Member] | Motor Fuel Sales [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 132 136
All Other [Member] | Non Motor Fuel [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 55 57
All Other [Member] | Lease Income [Member]    
Disaggregation of Revenue [Line Items]    
Revenues $ 3 $ 3
v3.24.1.u1
Revenue (Contract Balances with Customer) (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract]    
Contract assets $ 264 $ 256
Receivables from Customers 794 809
Contract with Customer, Liability $ 0 $ 0
v3.24.1.u1
Revenue (Costs to Obtain or Fulfill a Contract) (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenue from Contract with Customer [Abstract]    
Capitalized Contract Cost, Amortization $ 8 $ 6
v3.24.1.u1
Commitments And Contingencies (Lessee Disclosures) (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Leases [Abstract]    
Finance lease - 2024 (remainder) $ 0  
Finance lease - 2025 0  
Finance lease - 2026 0  
Finance lease - 2027 0  
Finance lease - 2028 0  
Finance lease - Thereafter 15  
Total lease payment 15  
Less: interest (6)  
Present value of lease liabilities - finance leases 9  
2024 (remainder) 39  
2025 38  
2026 37  
2027 36  
2028 35  
Thereafter 591  
Total lease payment 776  
Less: interest (313)  
Present value of lease liabilities $ 463  
Operating Lease, Weighted Average Remaining Lease Term 22 years 22 years
Finance Lease, Weighted Average Remaining Lease Term 27 years 28 years
Operating cash flows from operating leases $ (12) $ (12)
Operating cash flows from finance leases 0 0
Financing cash flows from finance leases 0 0
Leased assets obtained in exchange for new finance lease liabilities 0 0
Leased assets obtained in exchange for new operating lease liabilities $ 1 $ 1
Operating Lease, Weighted Average Discount Rate, Percent 6.00% 5.00%
Finance Lease, Weighted Average Discount Rate, Percent 4.00% 4.00%
Operating lease - 2024 (remainder) $ 39  
Operating lease - 2025 38  
Operating lease - 2026 37  
Operating lease - 2027 36  
Operating lease - 2028 35  
Operating lease - Thereafter 576  
Total lease payment 761  
Less: interest (307)  
Present value of lease liabilities - operating leases $ 454  
v3.24.1.u1
Income Tax Expense (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Tax Disclosure [Abstract]    
Income tax expense at United States statutory rate $ 50 $ 31
Effective Income Tax Rate Reconciliation, Tax Exempt Income, Amount (45) (26)
State and local tax, net of federal expense 1 2
Other 1 0
Net income tax expense $ 7 $ 7
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent 21.00%  
v3.24.1.u1
Partners' Capital Narrative (Details) - shares
Mar. 31, 2024
Dec. 31, 2023
Common Units    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding 55,964,142  
Common Units [Member]    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding 84,428,109 84,408,014
Class C Units [Member]    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding   16,410,780
Subsidiaries [Member] | Class C Units [Member]    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding 16,410,780  
Energy Transfer Operating, L.P. [Member] | Common Units [Member]    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding 28,463,967  
v3.24.1.u1
Partners' Capital (Schedule of Common Units) (Details) - Common Units [Member]
3 Months Ended
Mar. 31, 2024
shares
Class of Stock [Line Items]  
Number of common units at December 31, 2023 84,408,014
Phantom unit vesting 20,095
Number of common units at March 31, 2024 84,428,109
v3.24.1.u1
Partners' Capital (Cash Distributions) (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended
May 20, 2024
Feb. 20, 2024
Mar. 31, 2024
Mar. 31, 2023
Distribution Made To Managing Member Or General Partner [Line Items]        
Per Unit Distribution (in dollars per unit)   $ 0.8420    
Total Cash Distribution   $ 71 $ 91 $ 88
General Partner        
Distribution Made To Managing Member Or General Partner [Line Items]        
Total Cash Distribution   $ 19    
Subsequent Event [Member]        
Distribution Made To Managing Member Or General Partner [Line Items]        
Per Unit Distribution (in dollars per unit) $ 0.8756      
Total Cash Distribution $ 119      
Subsequent Event [Member] | General Partner        
Distribution Made To Managing Member Or General Partner [Line Items]        
Total Cash Distribution $ 36      
v3.24.1.u1
Segment Reporting (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Segment Reporting Information [Line Items]      
Revenues $ 5,499 $ 5,362  
Operating income 297 199  
Interest expense, net 63 53  
Depreciation, amortization and accretion 43 48  
Non-cash unit-based compensation expense 4 5  
Unrealized (gain) loss on commodity derivatives (13) 11  
Inventory valuation adjustments (130) (29)  
Equity in earnings of unconsolidated affiliates (2) (2)  
Adjusted EBITDA related to unconsolidated affiliate 3 3  
Other non-cash adjustments 9 5  
Income tax expense 7 7  
Adjusted EBITDA 242 221  
Segment, Expenditure, Addition to Long-Lived Assets 41 37  
Capital expenditures 41 37  
Assets 7,392   $ 6,826
Loss on disposal of assets 2 1  
Net Income (Loss) Attributable to Parent 230 141  
Fuel Distribution and Marketing [Member]      
Segment Reporting Information [Line Items]      
Revenues 5,309 5,166  
All Other [Member]      
Segment Reporting Information [Line Items]      
Revenues 190 196  
Motor Fuel Sales [Member]      
Segment Reporting Information [Line Items]      
Revenues 5,366 5,239  
Motor Fuel Sales [Member] | All Other [Member]      
Segment Reporting Information [Line Items]      
Revenues 132 136  
Non Motor Fuel Sales [Member]      
Segment Reporting Information [Line Items]      
Revenues 95 86  
Lease Income [Member]      
Segment Reporting Information [Line Items]      
Revenues 38 37  
Lease Income [Member] | Fuel Distribution and Marketing [Member]      
Segment Reporting Information [Line Items]      
Revenues 35 34  
Lease Income [Member] | All Other [Member]      
Segment Reporting Information [Line Items]      
Revenues 3 3  
Non Motor Fuel [Member] | Fuel Distribution and Marketing [Member]      
Segment Reporting Information [Line Items]      
Revenues 40 29  
Non Motor Fuel [Member] | All Other [Member]      
Segment Reporting Information [Line Items]      
Revenues 55 57  
Intersegment Eliminations [Member]      
Segment Reporting Information [Line Items]      
Revenues (95) (98)  
Intersegment Eliminations [Member] | Intersegment Sales [Member]      
Segment Reporting Information [Line Items]      
Revenues (95) (98)  
Intersegment Eliminations [Member] | Intersegment Sales [Member] | Fuel Distribution and Marketing [Member]      
Segment Reporting Information [Line Items]      
Revenues 95 98  
Intersegment Eliminations [Member] | Intersegment Sales [Member] | All Other [Member]      
Segment Reporting Information [Line Items]      
Revenues 0 0  
Operating Segments [Member] | Fuel Distribution and Marketing [Member]      
Segment Reporting Information [Line Items]      
Revenues 5,404 5,264  
Adjusted EBITDA 219 195  
Segment, Expenditure, Addition to Long-Lived Assets 28 24  
Assets 6,399   5,676
Operating Segments [Member] | All Other [Member]      
Segment Reporting Information [Line Items]      
Revenues 190 196  
Adjusted EBITDA 23 26  
Segment, Expenditure, Addition to Long-Lived Assets 13 13  
Assets 993   $ 1,150
External Revenue [Member] | Motor Fuel Sales [Member]      
Segment Reporting Information [Line Items]      
Revenues 5,366 5,239  
External Revenue [Member] | Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member]      
Segment Reporting Information [Line Items]      
Revenues 5,234 5,103  
External Revenue [Member] | Motor Fuel Sales [Member] | All Other [Member]      
Segment Reporting Information [Line Items]      
Revenues 132 136  
External Revenue [Member] | Non Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member]      
Segment Reporting Information [Line Items]      
Revenues 40 29  
External Revenue [Member] | Non Motor Fuel Sales [Member] | All Other [Member]      
Segment Reporting Information [Line Items]      
Revenues 55 57  
External Revenue [Member] | Lease Income [Member]      
Segment Reporting Information [Line Items]      
Revenues 38 37  
External Revenue [Member] | Lease Income [Member] | Fuel Distribution and Marketing [Member]      
Segment Reporting Information [Line Items]      
Revenues 35 34  
External Revenue [Member] | Lease Income [Member] | All Other [Member]      
Segment Reporting Information [Line Items]      
Revenues 3 3  
External Revenue [Member] | Non Motor Fuel [Member]      
Segment Reporting Information [Line Items]      
Revenues $ 95 $ 86  
v3.24.1.u1
Net Income per Unit (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Earnings Per Share Basic [Line Items]    
Net Income (Loss) Attributable to Parent $ 230 $ 141
Incentive distribution rights 36 19
Distributions on unvested phantom unit awards $ 1 $ 2
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:    
Basic $ 2.29 $ 1.43
Diluted $ 2.26 $ 1.41
Common Units [Member]    
Earnings Per Share Basic [Line Items]    
Common unitholders’ interest in net income $ 193 $ 120
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:    
Common - basic (in shares) 84,424,748 84,058,716
Common - equivalents (in shares) 834,490 912,110
Common - diluted (in shares) 85,259,238 84,970,826