SUNOCO LP, 10-Q filed on 8/8/2024
Quarterly Report
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Document And Entity Information - shares
 6 Months Ended
Jun. 30, 2024
Aug. 02, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 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 Q2  
Amendment Flag false  
Common Units [Member]    
Document Information [Line Items]    
Entity Partnership Units Outstanding   135,997,962
Common Class C [Member]    
Document Information [Line Items]    
Entity Partnership Units Outstanding   16,410,780
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Consolidated Balance Sheets - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 226 $ 29
Accounts receivable, net 1,018 856
Inventories, net 1,040 889
Other current assets 127 133
Total current assets 2,444 1,927
Property and equipment 9,873 2,970
Accumulated depreciation (1,027) (1,134)
Property and equipment, net 8,846 1,836
Other assets:    
Operating lease right-of-use assets, net 479 506
Goodwill 1,484 1,599
Intangible assets, net 716 544
Other non-current assets 372 290
Total assets 14,465 6,826
Current liabilities:    
Accounts payable 1,104 828
Accrued expenses and other current liabilities 613 353
Operating lease current liabilities 32 22
Current maturities of long-term debt 76 0
Total current liabilities 1,939 1,373
Operating lease non-current liabilities 488 511
Long-term debt, net 7,304 3,580
Deferred tax liabilities 117 166
Other non-current liabilities 193 116
Total liabilities 10,135 5,848
Commitments and contingencies (Note 11)
Equity:    
Total equity 4,330 978
Total liabilities and equity 14,465 6,826
Related Party    
Current assets:    
Accounts receivable, net 33 20
Current liabilities:    
Accounts payable 114 170
Advances from affiliates 94 102
Common Units [Member]    
Equity:    
Total equity 4,330 978
Class C Units [Member]    
Equity:    
Total equity $ 0 $ 0
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Consolidated Balance Sheets (Parenthetical)
Jun. 30, 2024
shares
Common Units [Member]  
Equity:  
Limited Partners' Capital Account, Units Outstanding 135,997,962
Class C Units [Member]  
Equity:  
Limited Partners' Capital Account, Units Issued 16,410,780
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Consolidated Statements of Operations - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues [Abstract]        
Revenues $ 6,174 $ 5,745 $ 11,673 $ 11,107
Costs and Expenses:        
Cost of sales 5,609 5,431 10,624 10,418
Operating expenses 134 87 222 169
General and administrative 134 33 170 62
Lease expense 17 17 35 33
(Gain) loss on disposal of assets and impairment charges 52 (13) 54 (12)
Depreciation, amortization and accretion 78 49 121 97
Total cost of sales and operating expenses 6,024 5,604 11,226 10,767
Operating Income 150 141 447 340
Other Income and Expenses [Abstract]        
Interest expense, net (95) (53) (158) (106)
Equity in earnings of unconsolidated affiliates 2 1 4 3
Gain on West Texas Sale 598 0 598 0
Loss on extinguishment of debt (2) 0 (2) 0
Other, net (3) 7 (2) 7
Income before Income Taxes 650 96 887 244
Income tax expense 149 9 156 16
Net Income 501 87 731 228
Less: Net income attributable to noncontrolling interests 8 0 8 0
Net Income Attributable to Partners $ 493 $ 87 $ 723 $ 228
Net income (loss) per common unit:        
Basic $ 3.88 $ 0.79 $ 6.43 $ 2.21
Diluted 3.85 0.78 6.37 2.19
Weighted average common units outstanding:        
Cash Distribution per Unit $ 0.8756 $ 0.8420 $ 1.7512 $ 1.6840
Common Units [Member]        
Weighted average common units outstanding:        
Basic 117,271,408 84,060,866 100,848,078 84,059,797
Diluted 118,054,858 85,034,268 101,657,076 84,998,777
Sales revenue        
Revenues [Abstract]        
Revenues $ 5,851 $ 5,643 $ 11,249 $ 10,915
Service revenue        
Revenues [Abstract]        
Revenues 293 65 356 118
Lease revenue        
Revenues [Abstract]        
Revenues $ 30 $ 37 $ 68 $ 74
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Statement of Comprehensive Income (Statement) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net Income $ 501 $ 87 $ 731 $ 228
Other comprehensive loss, net of tax        
Foreign currency translation adjustment (1) 0 (1) 0
Actuarial loss related to pension and other postretirement benefit plans (1) 0 (1) 0
Total other comprehensive loss (2) 0 (2) 0
Comprehensive Income $ 499 $ 87 $ 729 $ 228
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Consolidated Statement of Equity - USD ($)
$ in Millions
Total
Common Unitholders
Accumulated Other Comprehensive Income
Noncontrolling Interest
Beginning balance at Dec. 31, 2022 $ 942 $ 942    
Cash distributions to unitholders, including incentive distributions 88 88    
Unit-based compensation 5 5    
Net income 141 141    
Ending balance at Mar. 31, 2023 1,000 1,000    
Beginning balance at Dec. 31, 2022 942 942    
Other comprehensive loss, net of tax 0      
Net Income 228      
Net income 228      
Ending balance at Jun. 30, 2023 999 999    
Beginning balance at Mar. 31, 2023 1,000 1,000    
Cash distributions to unitholders, including incentive distributions 92 92    
Unit-based compensation 4 4    
Other comprehensive loss, net of tax 0      
Net Income 87      
Net income 87 87    
Ending balance at Jun. 30, 2023 999 999    
Beginning balance at Dec. 31, 2023 978 978 $ 0 $ 0
Cash distributions to unitholders, including incentive distributions 91 91 0 0
Unit-based compensation 4 4 0 0
Net Income 230 230 0 0
Ending balance at Mar. 31, 2024 1,121 1,121 0 0
Beginning balance at Dec. 31, 2023 978 978 0 0
Other comprehensive loss, net of tax (2)      
Net Income 731      
Net income 723      
Ending balance at Jun. 30, 2024 4,330 4,324 6 0
Beginning balance at Mar. 31, 2024 1,121 1,121 0 0
Cash distributions to unitholders, including incentive distributions 166 158 0 8
Unit-based compensation 4 4 0 0
Other comprehensive loss, net of tax (2) 0 (2) 0
Partners' Capital Account, Acquisitions 3,651   0 801
Partners' Capital Account, Redemptions (784) 17 0 (801)
Other 5 (3) 8 0
Net Income 501 493 0 8
Net income 493      
Ending balance at Jun. 30, 2024 $ 4,330 $ 4,324 $ 6 $ 0
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Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
OPERATING ACTIVITIES:      
Net Income $ 501 $ 731 $ 228
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation, amortization and accretion 78 121 97
Amortization of deferred financing fees   6 4
(Gain) loss on disposal of assets and impairment charges 52 54 (12)
Loss on extinguishment of debt 2 2 0
Gain (Loss) on Disposition of Assets (598) (598) 0
Other non-cash, net   3 0
Non-cash unit-based compensation expense 4 8 9
Deferred income tax expense (benefit)   64 (5)
Inventory valuation adjustments 32 (98) 28
Equity in earnings of unconsolidated affiliates (2) (4) (3)
Changes in operating assets and liabilities, net of acquisitions and divestitures:      
Accounts receivable, net   (68) 347
Receivables from affiliates   (13) 4
Inventories, net   (53) (138)
Other assets   61 14
Accounts payable   205 (156)
Accounts payable to affiliates   (56) (40)
Accrued expenses and other current liabilities   65 33
Other non-current liabilities   (86) (3)
Net cash provided by operating activities   216 417
INVESTING ACTIVITIES:      
Capital expenditures   (111) (87)
Cash paid for acquisition   (185) (111)
NuStar acquisition, net of cash received   27 0
Distributions from unconsolidated affiliates in excess of cumulative earnings   4 5
Proceeds from West Texas Sale   990 0
Proceeds from disposal of property and equipment   2 21
Other   0 2
Net cash provided by (used in) investing activities   727 (170)
FINANCING ACTIVITIES:      
Senior Notes borrowings   1,500 0
Senior Notes repayments   (405) 0
Credit Facility borrowings   1,241 1,555
Credit Facility repayments   (2,022) (1,465)
Loan origination costs   (19) 0
Preferred units redemption   (784) 0
Cash distributions to unitholders, including incentive distributions   (249) (180)
Cash distributions to noncontrolling interests   (8) 0
Net cash used in financing activities   (746) (90)
Cash and cash equivalents, beginning of period   29 82
Cash and cash equivalents, end of period 226 226 239
Net increase in cash and cash equivalents   197 157
Supplemental disclosure of non-cash investing and financing activities:      
Partners' Capital Account, Acquisitions 3,651    
Lease assets obtained in exchange for new lease liabilities   $ 1 1
Common Unitholders      
OPERATING ACTIVITIES:      
Net Income 493    
NuStar Acquisition | Common Unitholders      
Supplemental disclosure of non-cash investing and financing activities:      
Partners' Capital Account, Acquisitions $ 2,850   $ 0
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Organization and Principles of Consolidation
 6 Months Ended
Jun. 30, 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 June 30, 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.
The operations of certain pipelines and terminals in which we own an undivided interest are proportionately consolidated in the accompanying consolidated financial statements.
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
 6 Months Ended
Jun. 30, 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
The Partnership began implementing the significant accounting policies described below subsequent to the closing of the NuStar acquisition. Besides those described below, as of June 30, 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.
Restricted Cash
As of June 30, 2024, we have restricted cash representing legally restricted funds that are unavailable for general use totaling $9 million which is included in “Other non-current assets” on the consolidated balance sheets.
Defined Benefit Plans
We estimate pension and other postretirement benefit obligations and costs based on actuarial valuations. The annual measurement date for our pension and other postretirement benefit plans is December 31. The actuarial valuations require the use of certain assumptions including discount rates, expected long-term rates of return on plan assets and expected rates of compensation increase. Changes in these assumptions are primarily influenced by factors outside our control.
Foreign Currency Translation
The functional currencies of our foreign subsidiaries are the local currencies of the countries in which the subsidiaries are located. The assets and liabilities of our foreign subsidiaries with local functional currencies are translated to U.S. dollars at period-end exchange rates, and income and expense items are translated to U.S. dollars at weighted-average exchange rates in effect during the period. These translation adjustments are included in accumulated other comprehensive income ("AOCI") in the equity section of the consolidated balance sheets. Upon the sale or liquidation of our investment in a foreign subsidiary, translation adjustments that have historically accumulated in AOCI related to that subsidiary are released from AOCI and reported as part of the gain or loss on sale. Gains and losses on foreign currency transactions are included in other income (expense), net in the consolidated statements of operations.
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 $41 million and $71 million for the three months ended June 30, 2024 and 2023, respectively, and $100 million and $136 million for the six months ended June 30, 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, Divestitures and Other Transactions
 6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Mergers, Acquisitions and Dispositions Disclosures Acquisitions, Divestitures and Other Transactions
Acquisitions
NuStar
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 51.5 million common units, which had a fair value of approximately $2.85 billion, assumed debt totaling approximately $3.5 billion including approximately $56 million of lease related financing obligations 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.
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, with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Management, with the assistance of a third party valuation specialist, 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
May 3, 2024
Total current assets$186 
Property and equipment6,958 
Operating lease right-of-use assets, net136 
Goodwill (1)
16 
Intangible assets, net (2)
195 
Other non-current assets127 
Total assets7,618 
Total current liabilities245 
Long-term debt, less current maturities (3)
3,500 
Operating lease non-current liabilities136 
Deferred tax liabilities4 
Other non-current liabilities82 
Total liabilities3,967 
Preferred units (3)
801 
Total consideration2,850 
Cash acquired27 
Total cash consideration, net of cash acquired$2,823 
(1)Goodwill primarily represents expected commercial and operational synergies and is subject to change based on final purchase price allocations. None of the goodwill recorded as a result of this transaction is deductible for tax purposes. Goodwill of $16 million relates to the Fuel Distribution segment.
(2)Intangible assets, net comprised $151 million of favorable contracts, with a remaining weighted average life of approximately 7 years, and $44 million of customer relationships, with a remaining weighted average life of approximately 15 years.
(3)Subsequent to the closing of the NuStar acquisition, the Partnership redeemed all outstanding NuStar preferred units, totaling $784 million, redeemed NuStar's subordinated notes totaling $403 million and repaid and terminated the NuStar credit facility totaling $455 million.
Subsequent to the NuStar acquisition, the Partnership purchased a property previously leased by NuStar and cancelled the lease, resulting in an impairment of $50 million based on the value of comparable real property.
Pro Forma Results of Operations
The following unaudited pro forma consolidated results of operations for the three and six months ended June 30, 2024 and 2023 are presented as if the NuStar acquisition had been completed on January 1, 2023.
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenues
$6,306 $6,122 $12,195 $11,877 
Net income411 108 659 249 
Net income attributable to partners365 96 564 204 
Basic net income per Common Unit$2.71 $0.71 $4.17 $1.50 
Diluted net income per Common Unit$2.70 $0.70 $4.15 $1.49 
The pro forma consolidated results of operations include adjustments to:
•include the results of NuStar for all periods presented;
•include the incremental expenses associated with the fair value adjustments recorded as a result of applying the acquisition method of accounting;
•include incremental interest expense related to financing the transactions;
•adjust for one-time expenses; and
•adjust for relative changes in ownership resulting from the acquisition.
The pro forma information is not necessarily indicative of the results of operations that would have occurred had the NuStar acquisition been made at the beginning of the periods presented or the future results of the combined operations.
NuStar's revenue and net income since the acquisition date to June 30, 2024 included in our consolidated statement of operations were $269.4 million and $14.5 million, respectively.
Expenses related to the NuStar Acquisition
As a result of the acquisition, we recognized $83 million of merger-related costs during the six months ended June 30, 2024.
Zenith European Terminals
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 a third party valuation specialist, 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 allocation of the purchase price among assets acquired and liabilities assumed:
As of
March 13, 2024
Other current assets$6 
Property and equipment204 
Goodwill7 
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
West Texas Sale
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. Upon the completion of the sale, the Partnership recorded a $598 million gain ($461 million, net of current tax expense of $199 million and deferred tax benefit of $62 million).
Other Transactions
Permian Joint Venture
On July 16, 2024, SUN and Energy Transfer announced the formation of a joint venture combining their respective crude oil and produced water gathering assets in the Permian Basin. Pursuant to the Contribution Agreement by and among Sunoco LP, SUN Pipeline Holdings LLC, NuStar Permian Transportation and Storage LLC, NuStar Permian Crude Logistics LLC, NuStar Permian Holdings LLC, NuStar Logistics, L.P., ET-S Permian Holdings Company LP, ET-S Permian Pipeline Company LLC, ET-S Permian Marketing Company LLC, Energy Transfer LP, and Energy Transfer Crude Marketing, LLC dated July 14, 2024 in a cashless transaction, SUN contributed all of its Permian crude oil gathering assets and operations to the joint venture. Additionally, Energy Transfer contributed its Permian crude oil and produced water gathering assets and operations to the joint venture. Energy Transfer’s long-haul crude pipeline network that provides transportation of crude oil out of the Permian Basin to Nederland, Houston, and Cushing is excluded from the joint venture.
The joint venture operates more than 5,000 miles of crude oil and water gathering pipelines with crude oil storage capacity in excess of 11 million barrels.
SUN holds a 32.5% interest with Energy Transfer holding the remaining 67.5% interest in the joint venture.
The formation of the joint venture was effective on July 1, 2024.
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Accounts Receivable, net
 6 Months Ended
Jun. 30, 2024
Accounts Receivable, after Allowance for Credit Loss [Abstract]  
Accounts Receivable, net Accounts Receivable, net
Accounts receivable, net, consisted of the following:
June 30,
2024		December 31,
2023
Accounts receivable, trade$740 $703 
Credit card receivables140 107 
Other receivables139 47 
Allowance for expected credit losses(1)(1)
Accounts receivable, net$1,018 $856 
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Inventories, net
 6 Months Ended
Jun. 30, 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 June 30, 2024 and December 31, 2023, the Partnership’s fuel inventory balance included lower of cost or market reserves of $132 million and $230 million, respectively. For the three and six months ended June 30, 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 June 30, 2024 and 2023, the Partnership's cost of sales included unfavorable inventory valuation adjustments of $32 million and $57 million, respectively, which decreased net income. For the six months ended June 30, 2024, the Partnership's cost of sales included favorable inventory valuation adjustments of $98 million which increased net income; and for the six months ended June 30, 2023, the Partnership's cost of sales included unfavorable inventory adjustments of $28 million which decreased net income.
Inventories, net, consisted of the following:
June 30,
2024		December 31,
2023
Fuel$1,025 $876 
Other15 13 
Inventories, net$1,040 $889 
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Accrued Expenses and Other Current Liabilities
 6 Months Ended
Jun. 30, 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:
June 30,
2024		December 31,
2023
Wage and other employee-related accrued expenses$38 $38 
Accrued tax expense326 182 
Accrued insurance expense30 30 
Accrued interest expense82 41 
Dealer deposits23 23 
Accrued environmental expense10 6 
Deferred revenue32 — 
Other72 33 
Total$613 $353 
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Debt Obligations
 6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Long-Term Debt Debt Obligations
Total long-term debt, net consisted of the following:
June 30,
2024		December 31,
2023
Credit Facility$85 $411 
5.750% Senior Notes due 2025 (1)
600 — 
6.000% Senior Notes due 2026 (1)
500 — 
6.000% Senior Notes due 2027
600 600 
5.625% Senior Notes due 2027 (1)
550 — 
5.875% Senior Notes due 2028
400 400 
7.000% Senior Notes due 2028
500 500 
4.500% Senior Notes due 2029
800 800 
7.000% Senior Notes due 2029
750 — 
4.500% Senior Notes due 2030
800 800 
6.375% Senor Notes due 2030 (1)
600 — 
7.250% Senior Notes due 2032
750 — 
GoZone Bonds (1)
322 — 
Lease-related financing obligations150 94 
Net unamortized premiums, discounts and fair value adjustments14 — 
Deferred debt issuance costs(41)(25)
Total debt7,380 3,580 
Less: current maturities76 — 
Total long-term debt, net$7,304 $3,580 
(1)These notes, totaling $2.57 billion aggregate principal amount, were assumed by the Partnership in connection with the closing of the NuStar acquisition in May 2024.
Recent Transactions
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.
NuStar Acquisition
During the second quarter of 2024, subsequent to the closing of the NuStar acquisition, the Partnership redeemed NuStar's subordinated notes totaling $403 million and repaid and terminated NuStar's credit facility totaling $455 million.
NuStar Logistics Senior Notes. NuStar Logistics, L.P., a wholly owned subsidiary acquired in the NuStar acquisition, (NuStar Logistics”) is the issuer of $2.25 billion of senior notes, including 5.750% Senior Notes due 2025, 6.000% Senior Notes due 2026, 5.625% Senior Notes due 2027 and 6.375% Senior Notes due 2030 (collectively, the “NuStar Logistics Senior Notes”). Subsequent to the closing of the NuStar acquisition, the indentures related to the Partnership’s senior notes and the indentures related to NuStar Logistics’ senior notes were amended to add certain subsidiaries as guarantors. Consequently, Sunoco LP and NuStar Logistics are each a guarantor of the other’s senior notes, along with other subsidiary guarantors of each.
The NuStar Logistics Senior Notes do not have sinking fund requirements. These notes rank equally with existing senior unsecured indebtedness and senior to existing subordinated indebtedness of NuStar Logistics and contain restrictions on NuStar Logistics’ ability to incur secured indebtedness unless the same security is also provided for the benefit of holders of the NuStar Logistics Senior Notes. In addition, the NuStar Logistics Senior Notes limit the ability of NuStar Logistics and its subsidiaries to, among other things, incur indebtedness secured by certain liens, engage in certain sale-leaseback transactions and engage in certain consolidations, mergers or asset sales. At the option of NuStar Logistics, the NuStar Logistics Senior Notes may be redeemed in whole or in part at any time at a redemption price, plus accrued and unpaid interest to the redemption date. If we undergo a change of control that is followed by a ratings decline that occurs within 60 days of the change of control, each holder of the applicable senior notes may require us to repurchase all or a portion of its notes at a price equal to 101% of the principal amount of the notes repurchased, plus any accrued and unpaid interest to the date of repurchase.
Gulf Opportunity Zone Revenue Bonds. NuStar Logistics’ obligations also include revenue bonds issued by the Parish of St. James, Louisiana pursuant to the Gulf Opportunity Zone Act of 2005 (the “GoZone Bonds”).
As reflected in the table below, the holders of the Series 2008, Series 2010B and Series 2011 GoZone Bonds are required to tender their bonds at the applicable mandatory purchase date in exchange for 100% of the principal plus accrued and unpaid interest, after which these bonds are expected to be remarketed with a new interest rate established. Each of the Series 2010 and Series 2010A GoZone Bonds is subject to redemption on or after June 1, 2030 by the Parish of St. James, at our option, in whole or in part, at a redemption price of 100% of the principal amount to be redeemed plus accrued and unpaid interest. Interest on the GoZone Bonds is payable semi-annually on June 1 and December 1 of each year.
The following table summarizes the GoZone Bonds outstanding as of June 30, 2024:
SeriesDate IssuedAmount OutstandingInterest RateMandatory Purchase DateOptional Redemption DateMaturity Date
Series 2008June 26, 2008$56 6.10 %June 1, 2030n/aJune 1, 2038
Series 2010July 15, 2010100 6.35 %n/aJune 1, 2030July 1, 2040
Series 2010AOctober 7, 201043 6.35 %n/aJune 1, 2030October 1, 2040
Series 2010BDecember 29, 201048 6.10 %June 1, 2030n/aDecember 1, 2040
Series 2011August 9, 201175 5.85 %June 1, 2025n/aAugust 1, 2041
NuStar Logistics’ agreements with the Parish of St. James related to the GoZone Bonds contain: (i) customary restrictive covenants that limit the ability of NuStar Logistics and its subsidiaries to, among other things, create liens, enter into certain sale leaseback transactions, and engage in certain consolidations, mergers or asset sales; and (ii) a repurchase provision which provides that if we undergo a change of control that is followed by a ratings decline that occurs within 60 days of the change of control, then each holder may require the trustee, with funds provided by NuStar Logistics, to repurchase all or a portion of that holder’s GoZone Bonds at a price equal to 101% of the aggregate principal amount repurchased, plus any accrued and unpaid interest.
Credit Facilities
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 June 30, 2024, the balance on the Credit Facility was $85 million, and $15 million standby letters of credit were outstanding. The unused availability on the Credit Facility at June 30, 2024 was $1.40 billion. The weighted average interest rate on the total amount outstanding at June 30, 2024 was 7.43%. The Partnership was in compliance with all financial covenants at June 30, 2024.
Upon the closing of the NuStar acquisition, the commitments under NuStar’s receivables financing agreement were reduced to zero during a suspension period, for which the period end has not been determined. As of June 30, 2024, this facility had no outstanding borrowings.
Fair Value of Debt
The aggregate estimated fair value and carrying amount of our consolidated debt obligations as of June 30, 2024 were $7.35 billion and $7.38 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.
v3.24.2.u1
Other Noncurrent Liabilities (Notes)
 6 Months Ended
Jun. 30, 2024
Other Liabilities Disclosure [Abstract]  
Other Liabilities Disclosure [Text Block] Other Non-Current Liabilities
Other non-current liabilities consisted of the following:
June 30,
2024		December 31,
2023
Asset retirement obligations$94 $84 
Accrued environmental expense, long-term16 12 
Other83 20 
Total$193 $116 
v3.24.2.u1
Related-Party Transactions
 6 Months Ended
Jun. 30, 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 venture entities were $124 million and $124 million as of June 30, 2024 and December 31, 2023, respectively. In addition, we recorded equity in earnings from the J.C. Nolan joint venture of $2 million and $1 million for the three months ended June 30, 2024 and 2023, respectively, and $4 million and $3 million for the six months ended six months ended June 30, 2024 and 2023, respectively.
Summary of Transactions
Related party transactions for the three months ended June 30, 2024 and 2023 were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Motor fuel sales to affiliates$— $15 $4 $28 
Bulk fuel purchases from affiliates373 471 770 882 
Significant affiliate balances included on the consolidated balance sheets were as follows:
•Accounts receivable from affiliates were $33 million and $20 million as of June 30, 2024 and December 31, 2023, respectively, which were primarily related to motor fuel sales to affiliates.
•Accounts payable to affiliates were $114 million and $170 million as of June 30, 2024 and December 31, 2023, respectively, which were attributable to operational expenses and bulk fuel purchases.
•Advances from affiliates were $94 million and $102 million as of June 30, 2024 and December 31, 2023, respectively, which were related to treasury services agreements with Energy Transfer.
v3.24.2.u1
Revenue (Notes)
 6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue from Contract with Customer [Text Block] Revenue
Disaggregation of Revenue
Subsequent to our acquisition of NuStar, the Partnership's consolidated financial statements reflect three reportable segments: Fuel Distribution, Pipeline Systems and Terminals.
Revenues from our Fuel Distribution segment are derived from the sale of fuel, non-fuel and lease income. Fuel sales consist primarily of the sale of motor fuel under supply agreements with third-party customers and affiliates. Fuel supply contracts with our customers generally provide that we distribute motor fuel at a price based on a formula which includes published rates, volume-based profit margin and other terms specific to the agreement. The customer is invoiced the agreed-upon price with most payment terms ranging less than 30 days. If the consideration promised in a contract includes a variable amount, the Partnership estimates the variable consideration amount and factors in such estimate to determine the transaction price under the expected value method. Revenue is recognized under the motor fuel contracts at the point in time the customer takes control of the fuel. At the time control is transferred to the customer the sale is considered final, because the agreements do not grant customers the right to return motor fuel. To determine when control transfers to the customer, the shipping terms of the contract are assessed as a primary indicator of the transfer of control. For FOB shipping point terms, revenue is recognized at the time of shipment. The performance obligation with respect to the sale of goods is satisfied at the time of shipment since the customer gains control at this time under the terms. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Once the goods are shipped, the Partnership is precluded from redirecting the shipment to another customer and revenue is recognized. Non-fuel revenue includes merchandise revenue that comprises the in-store merchandise and food service sales at company-operated retail stores and other revenue such as credit card processing, car washes, lottery and other services. Lease revenue is derived from leasing arrangements for which we are the lessor and recognized ratably over the term of the underlying lease.
Revenues from our Pipeline Systems segment are derived from interstate and intrastate pipeline transportation of refined products, crude oil and anhydrous ammonia and the applicable pipeline tariff on a per barrel basis for crude oil or refined products and on a per ton basis for ammonia.
Revenues from our Terminals segment include fees for tank storage agreements, under which a customer agrees to pay for a certain amount of storage in a tank over a period of time (storage terminal revenues) and throughput agreements, under which a customer pays a fee per barrel for volumes moving through our terminals (throughput terminal revenues). Our terminals also provide blending, additive injections, handling and filtering services for which we charge additional fees.
The following table depicts the disaggregation of revenue within each segment:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Fuel Distribution
Fuel$5,797 $5,595 $11,151 $10,820 
Non-fuel81 73 146 137 
Lease income30 37 68 74 
Pipeline Systems
Throughput138 — 138 — 
Other39 — 39 — 
Terminals
Throughput20 15 36 27 
Other69 25 95 49 
Total revenues$6,174 $5,745 $11,673 $11,107 
Contract Balances with Customers
The balances of the Partnership’s contract assets and contract liabilities as of June 30, 2024 and December 31, 2023 were as follows:
June 30,
2024		December 31, 2023
Contract assets$273 $256 
Accounts receivable from contracts with customers879 809 
Contract liabilities81 — 
The following table summarizes the consolidated activity of our contract liabilities:
Contract Liabilities
Balance, December 31, 2023$— 
NuStar acquisition78 
Zenith European terminals acquisition3 
Additions19 
Revenue recognized(19)
Balance, June 30, 2024$81 
Remaining Performance Obligations
The following table presents our estimated revenues from contracts with customers for remaining performance obligations that have not yet been recognized, representing our contractually committed revenue as of June 30, 2024.
Remaining Performance Obligations
2024(remaining)$207 
2025299 
2026232 
2027159 
2028123 
Thereafter268 
Total$1,288 
Our contractually committed revenue, for purposes of the tabular presentation above, is generally limited to customer contracts that have fixed pricing and fixed volume terms and conditions, including contracts with payment obligations for minimum volume commitments.
Costs to Obtain or Fulfill a Contract
The Partnership recognized amortization on capitalized costs incurred to obtain contracts of $9 million and $7 million for the three months ended June 30, 2024 and 2023, respectively, and $17 million and $13 million for the six months ended June 30, 2024 and 2023, respectively.
v3.24.2.u1
Commitments And Contingencies
 6 Months Ended
Jun. 30, 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.
New York Motor Fuel Excise Tax Audits
Sunoco LLC and Sunoco Retail LLC are currently under motor fuel excise tax audits in the state of New York for the periods of March 2017 through May 2020. These audits are currently ongoing and no assessments have been made. We cannot predict the outcome of these audits; however, to the extent material assessments may be issued, we would expect to use all appropriate administrative and legal measures to defend our positions.
v3.24.2.u1
Income Tax Expense
 6 Months Ended
Jun. 30, 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 June 30,Six Months Ended June 30,
2024202320242023
Income tax expense at United States statutory rate$136 $20 $186 $51 
Increase (reduction) in income taxes resulting from:
Partnership earnings not subject to tax(15)(13)(60)(39)
State and local tax, net of federal expense29 2 30 4 
Other(1)— — — 
Net income tax expense$149 $9 $156 $16 
v3.24.2.u1
Equity
 6 Months Ended
Jun. 30, 2024
Partners' Capital [Abstract]  
Partners' Capital Equity
As of June 30, 2024, Energy Transfer and its subsidiaries owned 28,463,967 of our common units and the public owned 107,533,995 of our common units. As of June 30, 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 six months ended June 30, 2024 was as follows: 
Number of Units
Number of common units at December 31, 2023
84,408,014 
Phantom unit vesting46,848 
NuStar acquisition51,543,100 
Number of common units at June 30, 2024
135,997,962 
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 $19 
May 20, 20240.8756 119 36 
August 19, 20240.8756 119 36 
Accumulated Other Comprehensive Income
The following table presents the components of AOCI, net of tax:
June 30,
2024		December 31,
2023
Foreign currency translation adjustment$(1)$— 
Actuarial gains related to pensions and other postretirement benefits7 — 
Total accumulated other comprehensive income included in partners’ capital, net of tax$6 $— 
v3.24.2.u1
Segment Reporting
 6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Segment Reporting Disclosure [Text Block] Segment Reporting
Change in Segments
Subsequent to the acquisition of NuStar, management reevaluated the Partnership’s internal reporting, which resulted in changes to the Partnership’s reportable segments. The Partnership’s consolidated financial information now includes three reportable segments: Fuel Distribution, Pipeline Systems and Terminals. The Partnership previously reported reportable segments for Fuel Distribution and Marketing and All Other. The operations within those prior reportable segments have now been reallocated among the new reportable segments, and prior periods have been adjusted accordingly to reflect the current segment presentation. In addition, certain operations within NuStar’s prior standalone reporting have been reallocated based on the post-acquisition internal reporting and management structure; therefore, segment operating results reported herein are not comparable to those previously reported by NuStar in its standalone pre-acquisition financial statements.
Description of Segments
Fuel Distribution. Our Fuel Distribution segment supplies motor fuel to independently-operated dealer stations, distributors, commission agents and other consumers. Also included in our Fuel Distribution segment is lease income from properties that we lease or sublease, as well as the Partnership’s credit card services, franchise royalties and retail operations in Hawaii and New Jersey.
Pipeline Systems. Our Pipeline Systems segment includes the operations of our refined products, crude oil and anhydrous ammonia pipelines, as well as other assets that are operated and managed on an integrated basis with our pipeline systems, including certain terminal and storage assets.
Terminals. Our Terminals segment is composed of our facilities (other than those integrated into the Pipeline Systems segment) that provide storage, handling and other services on a fee basis for refined products, crude oil, specialty chemicals, renewable fuels and other liquids. The segment also includes the operations of our transmix processing facilities.
Segment Operating Results
We report Adjusted EBITDA by segment as a measure of segment performance. We define Adjusted EBITDA as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense, non-cash unit-based compensation expense, gains and losses on disposal of assets, non-cash impairment charges, losses on extinguishment of debt, 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 tables present financial information by segment for the three and six months ended June 30, 2024 and 2023:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenues:
Fuel Distribution$5,908 $5,705 $11,365 $11,031 
Pipeline Systems177 — 177 — 
Terminals89 40 131 76 
Total$6,174 $5,745 $11,673 $11,107 
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Segment Adjusted EBITDA:
Fuel Distribution$245 $226 $463 $422 
Pipeline Systems53 3 53 7 
Terminals22 21 46 42 
Total$320 $250 $562 $471 
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Reconciliation of net income to Adjusted EBITDA:
Net income$501 $87 $731 $228 
Depreciation, amortization and accretion78 49 121 97 
Interest expense, net95 53 158 106 
Non-cash unit-based compensation expense4 4 8 9 
Loss (gain) on disposal of assets and impairment charges52 (13)54 (12)
Loss on extinguishment of debt2 — 2 — 
Unrealized (gains) losses on commodity derivatives(6)1 7 (10)
Inventory valuation adjustments32 57 (98)28 
Equity in earnings of unconsolidated affiliates(2)(1)(4)(3)
Adjusted EBITDA related to unconsolidated affiliates3 3 6 6 
Gain on West Texas Sale(598)— (598)— 
Other non-cash adjustments10 1 19 6 
Income tax expense149 9 156 16 
Adjusted EBITDA (consolidated)$320 $250 $562 $471 
June 30,
2024		December 31, 2023
Assets:
Fuel Distribution$6,319 $6,343 
Pipeline Systems6,438 49 
Terminals1,357 398 
Total segment assets14,114 6,790 
Other partnership assets351 36 
Total assets$14,465 $6,826 
v3.24.2.u1
Net Income per Common Unit
 6 Months Ended
Jun. 30, 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 June 30,Six Months Ended June 30,
2024202320242023
Net income$501 $87 $731 $228 
Less:
Net income attributable to noncontrolling interests8 — 8 — 
Incentive distribution rights
36 20 72 39 
Distributions on unvested phantom unit awards
2 1 3 3 
Common unitholders’ interest in net income
$455 $66 $648 $186 
Weighted average common units outstanding:
Basic
117,271,408 84,060,866 100,848,078 84,059,797 
Dilutive effect of unvested phantom unit awards
783,450 973,402 808,998 938,980 
Diluted
118,054,858 85,034,268 101,657,076 84,998,777 
Net income per common unit:
Basic
$3.88 $0.79 $6.43 $2.21 
Diluted
$3.85 $0.78 $6.37 $2.19 
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure          
Net income $ 493 $ 87 $ 141 $ 723 $ 228
v3.24.2.u1
Insider Trading Arrangements
 6 Months Ended
Jun. 30, 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
v3.24.2.u1
Organization and Principles of Consolidation Organization and Principles of Consolidation (Policies)
 6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Consolidation, Policy
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.
The operations of certain pipelines and terminals in which we own an undivided interest are proportionately consolidated in the accompanying consolidated financial statements.
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.
v3.24.2.u1
Summary of Significant Accounting Policies (Policies)
 6 Months Ended
Jun. 30, 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
The Partnership began implementing the significant accounting policies described below subsequent to the closing of the NuStar acquisition. Besides those described below, as of June 30, 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.
Restricted Cash
As of June 30, 2024, we have restricted cash representing legally restricted funds that are unavailable for general use totaling $9 million which is included in “Other non-current assets” on the consolidated balance sheets.
Defined Benefit Plans
We estimate pension and other postretirement benefit obligations and costs based on actuarial valuations. The annual measurement date for our pension and other postretirement benefit plans is December 31. The actuarial valuations require the use of certain assumptions including discount rates, expected long-term rates of return on plan assets and expected rates of compensation increase. Changes in these assumptions are primarily influenced by factors outside our control.
Foreign Currency Translation
The functional currencies of our foreign subsidiaries are the local currencies of the countries in which the subsidiaries are located. The assets and liabilities of our foreign subsidiaries with local functional currencies are translated to U.S. dollars at period-end exchange rates, and income and expense items are translated to U.S. dollars at weighted-average exchange rates in effect during the period. These translation adjustments are included in accumulated other comprehensive income ("AOCI") in the equity section of the consolidated balance sheets. Upon the sale or liquidation of our investment in a foreign subsidiary, translation adjustments that have historically accumulated in AOCI related to that subsidiary are released from AOCI and reported as part of the gain or loss on sale. Gains and losses on foreign currency transactions are included in other income (expense), net in the consolidated statements of operations.
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 $41 million and $71 million for the three months ended June 30, 2024 and 2023, respectively, and $100 million and $136 million for the six months ended June 30, 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.
v3.24.2.u1
Inventory (Policies)
 6 Months Ended
Jun. 30, 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 June 30, 2024 and December 31, 2023, the Partnership’s fuel inventory balance included lower of cost or market reserves of $132 million and $230 million, respectively. For the three and six months ended June 30, 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 June 30, 2024 and 2023, the Partnership's cost of sales included unfavorable inventory valuation adjustments of $32 million and $57 million, respectively, which decreased net income. For the six months ended June 30, 2024, the Partnership's cost of sales included favorable inventory valuation adjustments of $98 million which increased net income; and for the six months ended June 30, 2023, the Partnership's cost of sales included unfavorable inventory adjustments of $28 million which decreased net income.
v3.24.2.u1
Revenue from Contract with Customer (Policies)
 6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue
Disaggregation of Revenue
Subsequent to our acquisition of NuStar, the Partnership's consolidated financial statements reflect three reportable segments: Fuel Distribution, Pipeline Systems and Terminals.
Revenues from our Fuel Distribution segment are derived from the sale of fuel, non-fuel and lease income. Fuel sales consist primarily of the sale of motor fuel under supply agreements with third-party customers and affiliates. Fuel supply contracts with our customers generally provide that we distribute motor fuel at a price based on a formula which includes published rates, volume-based profit margin and other terms specific to the agreement. The customer is invoiced the agreed-upon price with most payment terms ranging less than 30 days. If the consideration promised in a contract includes a variable amount, the Partnership estimates the variable consideration amount and factors in such estimate to determine the transaction price under the expected value method. Revenue is recognized under the motor fuel contracts at the point in time the customer takes control of the fuel. At the time control is transferred to the customer the sale is considered final, because the agreements do not grant customers the right to return motor fuel. To determine when control transfers to the customer, the shipping terms of the contract are assessed as a primary indicator of the transfer of control. For FOB shipping point terms, revenue is recognized at the time of shipment. The performance obligation with respect to the sale of goods is satisfied at the time of shipment since the customer gains control at this time under the terms. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Once the goods are shipped, the Partnership is precluded from redirecting the shipment to another customer and revenue is recognized. Non-fuel revenue includes merchandise revenue that comprises the in-store merchandise and food service sales at company-operated retail stores and other revenue such as credit card processing, car washes, lottery and other services. Lease revenue is derived from leasing arrangements for which we are the lessor and recognized ratably over the term of the underlying lease.
Revenues from our Pipeline Systems segment are derived from interstate and intrastate pipeline transportation of refined products, crude oil and anhydrous ammonia and the applicable pipeline tariff on a per barrel basis for crude oil or refined products and on a per ton basis for ammonia.
Revenues from our Terminals segment include fees for tank storage agreements, under which a customer agrees to pay for a certain amount of storage in a tank over a period of time (storage terminal revenues) and throughput agreements, under which a customer pays a fee per barrel for volumes moving through our terminals (throughput terminal revenues). Our terminals also provide blending, additive injections, handling and filtering services for which we charge additional fees.
Costs to Obtain or Fulfill a Contract
The Partnership recognized amortization on capitalized costs incurred to obtain contracts of $9 million and $7 million for the three months ended June 30, 2024 and 2023, respectively, and $17 million and $13 million for the six months ended June 30, 2024 and 2023, respectively.
v3.24.2.u1
Acquisitions, Divestitures and Other Transactions (Tables)
 6 Months Ended
Jun. 30, 2024
Zenith European Terminals acquisition  
Business Acquisition [Line Items]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
Zenith European Terminals
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 a third party valuation specialist, 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 allocation of the purchase price among assets acquired and liabilities assumed:
As of
March 13, 2024
Other current assets$6 
Property and equipment204 
Goodwill7 
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 
NuStar Acquisition  
Business Acquisition [Line Items]  
Business Acquisition, Pro Forma Information
Pro Forma Results of Operations
The following unaudited pro forma consolidated results of operations for the three and six months ended June 30, 2024 and 2023 are presented as if the NuStar acquisition had been completed on January 1, 2023.
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenues
$6,306 $6,122 $12,195 $11,877 
Net income411 108 659 249 
Net income attributable to partners365 96 564 204 
Basic net income per Common Unit$2.71 $0.71 $4.17 $1.50 
Diluted net income per Common Unit$2.70 $0.70 $4.15 $1.49 
The pro forma consolidated results of operations include adjustments to:
•include the results of NuStar for all periods presented;
•include the incremental expenses associated with the fair value adjustments recorded as a result of applying the acquisition method of accounting;
•include incremental interest expense related to financing the transactions;
•adjust for one-time expenses; and
•adjust for relative changes in ownership resulting from the acquisition.
The pro forma information is not necessarily indicative of the results of operations that would have occurred had the NuStar acquisition been made at the beginning of the periods presented or the future results of the combined operations.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
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, with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Management, with the assistance of a third party valuation specialist, 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
May 3, 2024
Total current assets$186 
Property and equipment6,958 
Operating lease right-of-use assets, net136 
Goodwill (1)
16 
Intangible assets, net (2)
195 
Other non-current assets127 
Total assets7,618 
Total current liabilities245 
Long-term debt, less current maturities (3)
3,500 
Operating lease non-current liabilities136 
Deferred tax liabilities4 
Other non-current liabilities82 
Total liabilities3,967 
Preferred units (3)
801 
Total consideration2,850 
Cash acquired27 
Total cash consideration, net of cash acquired$2,823 
(1)Goodwill primarily represents expected commercial and operational synergies and is subject to change based on final purchase price allocations. None of the goodwill recorded as a result of this transaction is deductible for tax purposes. Goodwill of $16 million relates to the Fuel Distribution segment.
(2)Intangible assets, net comprised $151 million of favorable contracts, with a remaining weighted average life of approximately 7 years, and $44 million of customer relationships, with a remaining weighted average life of approximately 15 years.
(3)Subsequent to the closing of the NuStar acquisition, the Partnership redeemed all outstanding NuStar preferred units, totaling $784 million, redeemed NuStar's subordinated notes totaling $403 million and repaid and terminated the NuStar credit facility totaling $455 million.
v3.24.2.u1
Accounts Receivable, net (Tables)
 6 Months Ended
Jun. 30, 2024
Accounts Receivable, after Allowance for Credit Loss [Abstract]  
Schedule of Accounts Receivable
Accounts receivable, net, consisted of the following:
June 30,
2024		December 31,
2023
Accounts receivable, trade$740 $703 
Credit card receivables140 107 
Other receivables139 47 
Allowance for expected credit losses(1)(1)
Accounts receivable, net$1,018 $856 
v3.24.2.u1
Inventories, net (Tables)
 6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventories
Inventories, net, consisted of the following:
June 30,
2024		December 31,
2023
Fuel$1,025 $876 
Other15 13 
Inventories, net$1,040 $889 
v3.24.2.u1
Accrued Expenses and Other Current Liabilities (Tables)
 6 Months Ended
Jun. 30, 2024
Accrued Expenses And Other Current Liabilities [Abstract]  
Schedule of Accrued Liabilities
Accrued expenses and other current liabilities consisted of the following:
June 30,
2024		December 31,
2023
Wage and other employee-related accrued expenses$38 $38 
Accrued tax expense326 182 
Accrued insurance expense30 30 
Accrued interest expense82 41 
Dealer deposits23 23 
Accrued environmental expense10 6 
Deferred revenue32 — 
Other72 33 
Total$613 $353 
v3.24.2.u1
Debt Obligations (Tables)
 6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
Total long-term debt, net consisted of the following:
June 30,
2024		December 31,
2023
Credit Facility$85 $411 
5.750% Senior Notes due 2025 (1)
600 — 
6.000% Senior Notes due 2026 (1)
500 — 
6.000% Senior Notes due 2027
600 600 
5.625% Senior Notes due 2027 (1)
550 — 
5.875% Senior Notes due 2028
400 400 
7.000% Senior Notes due 2028
500 500 
4.500% Senior Notes due 2029
800 800 
7.000% Senior Notes due 2029
750 — 
4.500% Senior Notes due 2030
800 800 
6.375% Senor Notes due 2030 (1)
600 — 
7.250% Senior Notes due 2032
750 — 
GoZone Bonds (1)
322 — 
Lease-related financing obligations150 94 
Net unamortized premiums, discounts and fair value adjustments14 — 
Deferred debt issuance costs(41)(25)
Total debt7,380 3,580 
Less: current maturities76 — 
Total long-term debt, net$7,304 $3,580 
(1)These notes, totaling $2.57 billion aggregate principal amount, were assumed by the Partnership in connection with the closing of the NuStar acquisition in May 2024.
Schedule of Debt Conversions
The following table summarizes the GoZone Bonds outstanding as of June 30, 2024:
SeriesDate IssuedAmount OutstandingInterest RateMandatory Purchase DateOptional Redemption DateMaturity Date
Series 2008June 26, 2008$56 6.10 %June 1, 2030n/aJune 1, 2038
Series 2010July 15, 2010100 6.35 %n/aJune 1, 2030July 1, 2040
Series 2010AOctober 7, 201043 6.35 %n/aJune 1, 2030October 1, 2040
Series 2010BDecember 29, 201048 6.10 %June 1, 2030n/aDecember 1, 2040
Series 2011August 9, 201175 5.85 %June 1, 2025n/aAugust 1, 2041
v3.24.2.u1
Other Noncurrent Liabilities (Tables)
 6 Months Ended
Jun. 30, 2024
Other Liabilities Disclosure [Abstract]  
Other Noncurrent Liabilities [Table Text Block]
Other non-current liabilities consisted of the following:
June 30,
2024		December 31,
2023
Asset retirement obligations$94 $84 
Accrued environmental expense, long-term16 12 
Other83 20 
Total$193 $116 
v3.24.2.u1
Related-Party Transactions (Tables)
 6 Months Ended
Jun. 30, 2024
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions [Table Text Block]
Related party transactions for the three months ended June 30, 2024 and 2023 were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Motor fuel sales to affiliates$— $15 $4 $28 
Bulk fuel purchases from affiliates373 471 770 882 
v3.24.2.u1
Revenue (Tables)
 6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue [Table Text Block]
The following table depicts the disaggregation of revenue within each segment:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Fuel Distribution
Fuel$5,797 $5,595 $11,151 $10,820 
Non-fuel81 73 146 137 
Lease income30 37 68 74 
Pipeline Systems
Throughput138 — 138 — 
Other39 — 39 — 
Terminals
Throughput20 15 36 27 
Other69 25 95 49 
Total revenues$6,174 $5,745 $11,673 $11,107 
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 June 30, 2024 and December 31, 2023 were as follows:
June 30,
2024		December 31, 2023
Contract assets$273 $256 
Accounts receivable from contracts with customers879 809 
Contract liabilities81 — 
The following table summarizes the consolidated activity of our contract liabilities:
Contract Liabilities
Balance, December 31, 2023$— 
NuStar acquisition78 
Zenith European terminals acquisition3 
Additions19 
Revenue recognized(19)
Balance, June 30, 2024$81 
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Remaining Performance Obligations
The following table presents our estimated revenues from contracts with customers for remaining performance obligations that have not yet been recognized, representing our contractually committed revenue as of June 30, 2024.
Remaining Performance Obligations
2024(remaining)$207 
2025299 
2026232 
2027159 
2028123 
Thereafter268 
Total$1,288 
Our contractually committed revenue, for purposes of the tabular presentation above, is generally limited to customer contracts that have fixed pricing and fixed volume terms and conditions, including contracts with payment obligations for minimum volume commitments.
v3.24.2.u1
Income Tax Expense (Tables)
 6 Months Ended
Jun. 30, 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 June 30,Six Months Ended June 30,
2024202320242023
Income tax expense at United States statutory rate$136 $20 $186 $51 
Increase (reduction) in income taxes resulting from:
Partnership earnings not subject to tax(15)(13)(60)(39)
State and local tax, net of federal expense29 2 30 4 
Other(1)— — — 
Net income tax expense$149 $9 $156 $16 
v3.24.2.u1
Equity (Tables)
 6 Months Ended
Jun. 30, 2024
Partners' Capital [Abstract]  
Schedule of Common Units
The change in our outstanding common units for the six months ended June 30, 2024 was as follows: 
Number of Units
Number of common units at December 31, 2023
84,408,014 
Phantom unit vesting46,848 
NuStar acquisition51,543,100 
Number of common units at June 30, 2024
135,997,962 
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 $19 
May 20, 20240.8756 119 36 
August 19, 20240.8756 119 36 
Schedule of Accumulated Other Comprehensive Income (Loss)
The following table presents the components of AOCI, net of tax:
June 30,
2024		December 31,
2023
Foreign currency translation adjustment$(1)$— 
Actuarial gains related to pensions and other postretirement benefits7 — 
Total accumulated other comprehensive income included in partners’ capital, net of tax$6 $— 
v3.24.2.u1
Segment Reporting (Tables)
 6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
The following tables present financial information by segment for the three and six months ended June 30, 2024 and 2023:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenues:
Fuel Distribution$5,908 $5,705 $11,365 $11,031 
Pipeline Systems177 — 177 — 
Terminals89 40 131 76 
Total$6,174 $5,745 $11,673 $11,107 
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Segment Adjusted EBITDA:
Fuel Distribution$245 $226 $463 $422 
Pipeline Systems53 3 53 7 
Terminals22 21 46 42 
Total$320 $250 $562 $471 
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Reconciliation of net income to Adjusted EBITDA:
Net income$501 $87 $731 $228 
Depreciation, amortization and accretion78 49 121 97 
Interest expense, net95 53 158 106 
Non-cash unit-based compensation expense4 4 8 9 
Loss (gain) on disposal of assets and impairment charges52 (13)54 (12)
Loss on extinguishment of debt2 — 2 — 
Unrealized (gains) losses on commodity derivatives(6)1 7 (10)
Inventory valuation adjustments32 57 (98)28 
Equity in earnings of unconsolidated affiliates(2)(1)(4)(3)
Adjusted EBITDA related to unconsolidated affiliates3 3 6 6 
Gain on West Texas Sale(598)— (598)— 
Other non-cash adjustments10 1 19 6 
Income tax expense149 9 156 16 
Adjusted EBITDA (consolidated)$320 $250 $562 $471 
June 30,
2024		December 31, 2023
Assets:
Fuel Distribution$6,319 $6,343 
Pipeline Systems6,438 49 
Terminals1,357 398 
Total segment assets14,114 6,790 
Other partnership assets351 36 
Total assets$14,465 $6,826 
v3.24.2.u1
Net Income per Common Unit (Tables)
 6 Months Ended
Jun. 30, 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 June 30,Six Months Ended June 30,
2024202320242023
Net income$501 $87 $731 $228 
Less:
Net income attributable to noncontrolling interests8 — 8 — 
Incentive distribution rights
36 20 72 39 
Distributions on unvested phantom unit awards
2 1 3 3 
Common unitholders’ interest in net income
$455 $66 $648 $186 
Weighted average common units outstanding:
Basic
117,271,408 84,060,866 100,848,078 84,059,797 
Dilutive effect of unvested phantom unit awards
783,450 973,402 808,998 938,980 
Diluted
118,054,858 85,034,268 101,657,076 84,998,777 
Net income per common unit:
Basic
$3.88 $0.79 $6.43 $2.21 
Diluted
$3.85 $0.78 $6.37 $2.19 
v3.24.2.u1
Organization and Principles of Consolidation - Additional Information (Details) - Common Units [Member] - shares
Jun. 30, 2024
Dec. 31, 2023
Organization Consolidation And Presentation Of Financial Statements [Line Items]    
Limited Partners' Capital Account, Units Outstanding 135,997,962 84,408,014
Energy Transfer    
Organization Consolidation And Presentation Of Financial Statements [Line Items]    
Limited Partners' Capital Account, Units Outstanding 28,463,967  
v3.24.2.u1
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Accounting Policies [Abstract]        
Motor fuel and sales taxes $ 41 $ 71 $ 100 $ 136
Restricted Cash $ 9   $ 9  
v3.24.2.u1
Acquisitions, Divestitures and Other Transactions (Details)
$ / shares in Units, € in Millions, shares in Millions, $ in Millions
 2 Months Ended 3 Months Ended 6 Months Ended
May 03, 2024
USD ($)
conversionRatioOfUnitsInAcquisition
terminals
milesOfPipeline
shares
Apr. 16, 2024
USD ($)
numberOfConvenienceStores
Mar. 13, 2024
USD ($)
Mar. 13, 2024
EUR (€)
Jun. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
$ / shares
Jun. 30, 2023
USD ($)
$ / shares
Jun. 30, 2024
USD ($)
$ / shares
Rate
Jun. 30, 2023
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
Asset Acquisition [Line Items]                    
Operating lease right-of-use assets, net         $ 479.0 $ 479.0   $ 479.0   $ 506.0
Proceeds from (Repurchase of) Redeemable Preferred Stock         784.0          
Payments for Merger Related Costs               83.0    
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual         269.4          
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual         14.5          
Repayments of Senior Debt         403.0          
Credit Facility repayments         $ 455.0     2,022.0 $ 1,465.0  
Gain on West Texas Sale           598.0 $ 0.0 598.0 0.0  
Income tax expense           149.0 9.0 156.0 16.0  
7-Eleven                    
Asset Acquisition [Line Items]                    
Total cash consideration, net of cash acquired   $ 1,000.0                
Number of Units in Real Estate Property | numberOfConvenienceStores   204                
Income tax expense               199.0    
Deferred Federal Income Tax Expense (Benefit)               62.0    
7-Eleven | Net of current tax expense                    
Asset Acquisition [Line Items]                    
Gain on West Texas Sale               461.0    
liquid fuels terminals in Amsterdam, Netherlands and Bantry Bay                    
Asset Acquisition [Line Items]                    
Other current assets     $ 6.0              
Property and equipment     204.0              
Deferred tax liabilities     (11.0)              
Current liabilities     (14.0)              
Net assets     185.0              
Cash acquired     0.0              
Other non-current liabilities     (43.0)              
Goodwill, Acquired During Period     7.0              
Other non-current assets     36.0              
Nustar                    
Asset Acquisition [Line Items]                    
Long-term debt, less current maturities (3) $ 3,500.0                  
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 51.5                  
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned $ 2,850.0                  
Proceeds from (Repurchase of) Redeemable Preferred Stock $ 800.0                  
Nustar | Miles of pipeline                    
Asset Acquisition [Line Items]                    
Number of Units in Real Estate Property | milesOfPipeline 9,500                  
Nustar | Terminal and storage facilities                    
Asset Acquisition [Line Items]                    
Number of Units in Real Estate Property | terminals 63                  
NuStar Acquisition                    
Asset Acquisition [Line Items]                    
Property and equipment $ 6,958.0                  
Operating lease right-of-use assets, net 136.0                  
Intangible assets, net (2) [1] 195.0                  
Deferred tax liabilities (4.0)                  
Current liabilities (245.0)                  
Net assets 2,850.0                  
Cash acquired 27.0                  
Other non-current liabilities (82.0)                  
Total liabilities 3,967.0                  
Preferred units (3) [2] 801.0                  
Goodwill, Acquired During Period [3] 16.0                  
Other non-current assets 127.0                  
Total assets 7,618.0                  
Total cash consideration, net of cash acquired 2,823.0                  
Long-term debt, less current maturities (3) [3] 3,500.0                  
Operating lease non-current liabilities 136.0                  
Revenues           6,306.0 6,122.0 12,195.0 11,877.0  
Net income           411.0 108.0 659.0 249.0  
Net income attributable to partners           $ 365.0 $ 96.0 $ 564.0 $ 204.0  
Basic net income per Common Unit | $ / shares           $ 2.71 $ 0.71 $ 4.17 $ 1.50  
Diluted net income per Common Unit | $ / shares           $ 2.70 $ 0.70 $ 4.15 $ 1.49  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets 186.0                  
Lease-related financing obligations 56.0                  
Finite-Lived Customer Relationships, Gross 44.0                  
Impairment of Real Estate               $ 50.0    
Finite-Lived Contractual Rights, Gross $ 151.0                  
Business Acquisition, Pro Forma Information              
Pro Forma Results of Operations
The following unaudited pro forma consolidated results of operations for the three and six months ended June 30, 2024 and 2023 are presented as if the NuStar acquisition had been completed on January 1, 2023.
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenues
$6,306 $6,122 $12,195 $11,877 
Net income411 108 659 249 
Net income attributable to partners365 96 564 204 
Basic net income per Common Unit$2.71 $0.71 $4.17 $1.50 
Diluted net income per Common Unit$2.70 $0.70 $4.15 $1.49 
The pro forma consolidated results of operations include adjustments to:
•include the results of NuStar for all periods presented;
•include the incremental expenses associated with the fair value adjustments recorded as a result of applying the acquisition method of accounting;
•include incremental interest expense related to financing the transactions;
•adjust for one-time expenses; and
•adjust for relative changes in ownership resulting from the acquisition.
The pro forma information is not necessarily indicative of the results of operations that would have occurred had the NuStar acquisition been made at the beginning of the periods presented or the future results of the combined operations. 		   
NuStar Acquisition | Customer Relationships                    
Asset Acquisition [Line Items]                    
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life 15 years                  
NuStar Acquisition | Contractual Rights                    
Asset Acquisition [Line Items]                    
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life 7 years                  
Permian Joint Vennture                    
Asset Acquisition [Line Items]                    
Business Combination, Reason for Business Combination               The joint venture operates more than 5,000 miles of crude oil and water gathering pipelines with crude oil storage capacity in excess of 11 million barrels.    
Permian Joint Vennture | Sunoco LP                    
Asset Acquisition [Line Items]                    
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | Rate               32.50%    
Permian Joint Vennture | Energy Transfer                    
Asset Acquisition [Line Items]                    
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | Rate               67.50%    
Zenith European Terminals acquisition                    
Asset Acquisition [Line Items]                    
Total cash consideration, net of cash acquired     $ 185.0 € 170            
[1] Intangible assets, net comprised $151 million of favorable contracts, with a remaining weighted average life of approximately 7 years, and $44 million of customer relationships, with a remaining weighted average life of approximately 15 years.
[2] Subsequent to the closing of the NuStar acquisition, the Partnership redeemed all outstanding NuStar preferred units, totaling $784 million, redeemed NuStar's subordinated notes totaling $403 million and repaid and terminated the NuStar credit facility totaling $455 million.
[3] Goodwill primarily represents expected commercial and operational synergies and is subject to change based on final purchase price allocations. None of the goodwill recorded as a result of this transaction is deductible for tax purposes. Goodwill of $16 million relates to the Fuel Distribution segment.
v3.24.2.u1
Accounts Receivable, net (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Allowance for expected credit losses $ (1) $ (1)
Accounts receivable, net 1,018 856
Trade Accounts Receivable [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current 740 703
Credit Card Receivable [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current 140 107
Other Receivables [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current $ 139 $ 47
v3.24.2.u1
Inventories, net - Additional Information (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Inventory Adjustments $ 132 $ 230
v3.24.2.u1
Inventories, net (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Inventory Disclosure [Abstract]          
Fuel $ 1,025   $ 1,025   $ 876
Other 15   15   13
Inventories, net 1,040   1,040   889
Inventory Adjustments 132   132   $ 230
Inventory valuation adjustments $ (32) $ (57) $ 98 $ (28)  
v3.24.2.u1
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Accrued Expenses And Other Current Liabilities [Abstract]    
Wage and other employee-related accrued expenses $ 38 $ 38
Accrued tax expense 326 182
Accrued insurance expense 30 30
Accrued interest expense 82 41
Dealer deposits 23 23
Accrued environmental expense 10 6
Deferred revenue 32 0
Other 72 33
Total $ 613 $ 353
v3.24.2.u1
Debt Obligations (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Jun. 30, 2024
May 03, 2024
Apr. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]            
Lease-related financing obligations $ 150,000         $ 94,000
Debt Instrument, Unamortized Discount (Premium), Net 14,000         0
Total debt 7,380,000         3,580,000
Current maturities of long-term debt 76,000         0
Debt Issuance Costs, Net (41,000)         (25,000)
Total long-term debt, net 7,304,000         3,580,000
Long-term Debt, Fair Value 7,350,000         3,500,000
Long-term Debt           3,580,000
Nustar            
Debt Instrument [Line Items]            
Senior Notes       $ 2,570,000    
6.00% Senior Notes due 2027            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage   6.00%        
Senior Notes 600,000         600,000
5.875% Senior Notes due 2028            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage   5.875%        
Senior Notes 400,000         400,000
4.5% Senior Notes due 2029            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage   4.50%        
Senior Notes 800,000         800,000
4.5% Senior Notes due 2030            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage   4.50%        
Senior Notes 800,000         800,000
7.00% Senior Notes due 2028            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage   7.00%        
Senior Notes 500,000         500,000
7.0% Senior Notes due 2029            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage         7.00%  
Senior Notes         $ 750,000  
7.25% Senior Notes due 2032            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage   7.25%     7.25%  
Senior Notes 750,000       $ 750,000 0
Due April 2027 | Revolving Credit Agreement [Member]            
Debt Instrument [Line Items]            
Credit Facility 85,000         411,000
Due May 2029 | Revolving Credit Agreement [Member]            
Debt Instrument [Line Items]            
Credit Facility 85,000          
Line of Credit Facility, Current Borrowing Capacity 1,500,000          
5.75% Senior Notes due 2025            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage   5.75%        
Senior Notes 600,000         0
6.00% Senior Notes due 2026            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage   6.00%        
Senior Notes 500,000         0
5.625% Senior Notes due 2027            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage   5.625% 5.625%      
Senior Notes 550,000         0
7.00% Senior Notes due 2029            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage   7.00%        
Senior Notes 750,000         0
6.375% Senior Notes due 2030            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage   6.375%        
Senior Notes 600,000         0
GoZone Bonds            
Debt Instrument [Line Items]            
Senior Notes $ 322,000         $ 0
Debt Instrument, Redemption Price, Percentage 101.00%          
5.70% Senior Notes due 2025            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage     5.75%      
6.00% Senior Notes dur 2026            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage     6.00%      
5.375% Senior Notes due 2030            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage     6.375%      
5.75% Senior Notes due 2025, 6.00% Senor Notes due 2026, 5.625% Senior Notes due 2027, and 6.375% Senior Notes due 2030 | Nustar            
Debt Instrument [Line Items]            
Senior Notes $ 2,250,000          
Series 2008            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage     6.10%      
Senior Notes $ 56,000          
Debt Instrument, Maturity Date Jun. 01, 2038          
Debt Instrument, Issuance Date Jun. 26, 2008          
Series 2010            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage     6.35%      
Senior Notes $ 100,000          
Debt Instrument, Maturity Date Jul. 01, 2040          
Debt Instrument, Issuance Date Jul. 15, 2010          
Series 2010A            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage     6.35%      
Senior Notes $ 43,000          
Debt Instrument, Maturity Date Oct. 01, 2040          
Debt Instrument, Issuance Date Oct. 07, 2010          
Series 2010B            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage     6.10%      
Senior Notes $ 48,000          
Debt Instrument, Maturity Date Dec. 01, 2040          
Debt Instrument, Issuance Date Dec. 29, 2010          
Series 2011            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage     5.85%      
Senior Notes $ 75,000          
Debt Instrument, Maturity Date Aug. 01, 2041          
Debt Instrument, Issuance Date Aug. 09, 2011          
v3.24.2.u1
Debt Obligations (Revolving Credit Agreement) (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Revolving Credit Agreement [Member] | Due April 2027    
Debt Instrument [Line Items]    
Revolving credit facility $ 85 $ 411
Revolving Credit Agreement [Member] | Due May 2029    
Debt Instrument [Line Items]    
Revolving credit facility 85  
Letters of Credit Outstanding, Amount 15  
Debt Instrument, Unused Borrowing Capacity, Amount $ 1,400  
Debt, Weighted Average Interest Rate 7.43%  
Line of Credit Facility, Current Borrowing Capacity $ 1,500  
Revolving Credit Agreement [Member] | Due May 2029 | Accordian feature    
Debt Instrument [Line Items]    
Line of Credit Facility, Current Borrowing Capacity 500  
NuStar Credit Facility    
Debt Instrument [Line Items]    
Revolving credit facility $ 0  
v3.24.2.u1
Debt Obligations (Fair Value Measurements) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Fair Value Measurements [Abstract]    
Long-term Debt, Fair Value $ 7,350,000 $ 3,500,000
v3.24.2.u1
Other Noncurrent Liabilities (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]    
Asset retirement obligations $ 94 $ 84
Accrued environmental expense, long-term 16 12
Other 83 20
Other non-current liabilities $ 193 $ 116
v3.24.2.u1
Related-Party Transactions (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Related Party Transaction [Line Items]          
Equity in earnings of unconsolidated affiliates $ 2 $ 1 $ 4 $ 3  
Revenues 6,174 5,745 11,673 11,107  
Accounts payable 1,104   1,104   $ 828
Accounts receivable, net 1,018   1,018   856
Related Party          
Related Party Transaction [Line Items]          
Accounts payable 114   114   170
Accounts receivable, net 33   33   20
J.C. Nolan Joint Venture          
Related Party Transaction [Line Items]          
Investments in unconsolidated affiliates 124   124   $ 124
Equity in earnings of unconsolidated affiliates 2 1 4 3  
Wholesale motor fuel sales to affiliates [Member] | Related Party          
Related Party Transaction [Line Items]          
Revenues 0 15 4 28  
Wholesale Motor Fuel [Member]          
Related Party Transaction [Line Items]          
Related Party Transaction, Purchases from Related Party $ 373 $ 471 $ 770 $ 882  
v3.24.2.u1
Revenue (Disaggregation of Revenue) (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation of Revenue [Line Items]        
Revenues $ 6,174 $ 5,745 $ 11,673 $ 11,107
Fuel Distribution        
Disaggregation of Revenue [Line Items]        
Revenues 5,908 5,705 11,365 11,031
Fuel Distribution | Lease Income [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 30 37 68 74
Fuel Distribution | Fuel        
Disaggregation of Revenue [Line Items]        
Revenues 5,797 5,595 11,151 10,820
Fuel Distribution | Non-Fuel        
Disaggregation of Revenue [Line Items]        
Revenues 81 73 146 137
Pipeline Systems        
Disaggregation of Revenue [Line Items]        
Revenues 177 0 177 0
Pipeline Systems | Throughput        
Disaggregation of Revenue [Line Items]        
Revenues 138 0 138 0
Pipeline Systems | Other        
Disaggregation of Revenue [Line Items]        
Revenues 39 0 39 0
Terminals        
Disaggregation of Revenue [Line Items]        
Revenues 89 40 131 76
Terminals | Throughput        
Disaggregation of Revenue [Line Items]        
Revenues 20 15 36 27
Other | Throughput        
Disaggregation of Revenue [Line Items]        
Revenues $ 69 $ 25 $ 95 $ 49
v3.24.2.u1
Revenue (Contract Balances with Customer) (Details) - USD ($)
$ in Millions
 6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Capitalized Contract Cost [Line Items]    
Accounts receivable from contracts with customers $ 879 $ 809
Contract liabilities 81 0
Additions 19  
Revenue recognized (19)  
Contract assets 273 $ 256
NuStar Acquisition    
Capitalized Contract Cost [Line Items]    
Additions 78  
Zenith European Terminals acquisition    
Capitalized Contract Cost [Line Items]    
Additions $ 3  
v3.24.2.u1
Revenue - Remaining Performance Obligation (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Revenue, Remaining Performance Obligation, Amount $ 1,288   $ 1,288  
Capitalized Contract Cost, Amortization 9 $ 7 17 $ 13
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01        
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Revenue, Remaining Performance Obligation, Amount $ 207   $ 207  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Year 2024   2024  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 6 months   6 months  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01        
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Revenue, Remaining Performance Obligation, Amount $ 299   $ 299  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Year 2025   2025  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 year 6 months   1 year 6 months  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01        
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Revenue, Remaining Performance Obligation, Amount $ 232   $ 232  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Year 2026   2026  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 2 years 6 months   2 years 6 months  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01        
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Revenue, Remaining Performance Obligation, Amount $ 159   $ 159  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Year 2027   2027  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 3 years 6 months   3 years 6 months  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01        
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Revenue, Remaining Performance Obligation, Amount $ 123   $ 123  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Year 2028   2028  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 4 years 6 months   4 years 6 months  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01        
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Revenue, Remaining Performance Obligation, Amount $ 268   $ 268  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 5 years 6 months   5 years 6 months  
v3.24.2.u1
Income Tax Expense (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Tax Disclosure [Abstract]        
Income tax expense at United States statutory rate $ 136 $ 20 $ 186 $ 51
Partnership earnings not subject to tax (15) (13) (60) (39)
State and local tax, net of federal expense 29 2 30 4
Other (1) 0 0 0
Net income tax expense $ 149 $ 9 $ 156 $ 16
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent     21.00%  
v3.24.2.u1
Equity (Details) - USD ($)
$ in Millions
 6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Schedule of Partners' Capital [Line Items]    
Foreign currency translation adjustment $ (1) $ 0
Actuarial gains related to pensions and other postretirement benefits 7 0
Total accumulated other comprehensive income included in partners’ capital, net of tax $ 6 $ 0
Common Units    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding 107,533,995  
Common Units [Member]    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding 135,997,962 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 | Common Units [Member]    
Schedule of Partners' Capital [Line Items]    
Limited Partners' Capital Account, Units Outstanding 28,463,967  
v3.24.2.u1
Equity (Schedule of Common Units) (Details) - Common Units [Member]
 6 Months Ended
Jun. 30, 2024
shares
Class of Stock [Line Items]  
Number of common units at December 31, 2023 84,408,014
Phantom unit vesting 46,848
Partners' Capital Account, Units, Acquisitions 51,543,100
Number of common units at June 30, 2024 135,997,962
v3.24.2.u1
Equity (Cash Distributions) (Details) - USD ($)
$ / shares in Units, $ in Millions
 6 Months Ended
Aug. 19, 2024
May 20, 2024
Feb. 20, 2024
Jun. 30, 2024
Jun. 30, 2023
Distribution Made To Managing Member Or General Partner [Line Items]          
Per Unit Distribution (in dollars per unit)   $ 0.8756 $ 0.8420    
Total Cash Distribution   $ 119 $ 71 $ 249 $ 180
General Partner          
Distribution Made To Managing Member Or General Partner [Line Items]          
Total Cash Distribution   $ 36 $ 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        
v3.24.2.u1
Segment Reporting - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting [Abstract]        
Unrealized Gain (Loss) on Derivatives and Commodity Contracts $ (6) $ 1 $ 7 $ (10)
Loss on extinguishment of debt 2 0 2 0
Gain (Loss) on Disposition of Assets (598) 0 (598) 0
Other non-cash adjustments 10 1 19 6
Adjusted EBITDA 320 250 562 471
Income tax expense $ 149 $ 9 $ 156 $ 16
v3.24.2.u1
Segment Reporting (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Segment Reporting Information [Line Items]            
Revenues $ 6,174   $ 5,745 $ 11,673 $ 11,107  
Interest Expense, Operating and Nonoperating 95   53 158 106  
Depreciation, amortization and accretion 78   49 121 97  
Non-cash unit-based compensation expense 4   4 8 9  
Gain on West Texas Sale 598   0 598 0  
Loss on extinguishment of debt (2)   0 (2) 0  
Equity in earnings of unconsolidated affiliates (2)   (1) (4) (3)  
Adjusted EBITDA related to unconsolidated affiliates 3   3 6 6  
Income tax expense 149   9 156 16  
Adjusted EBITDA 320   250 562 471  
Assets 14,465     14,465   $ 6,826
Net Income 501 $ 230 87 731 228  
Goodwill 1,484     1,484   1,599
Fuel Distribution            
Segment Reporting Information [Line Items]            
Revenues 5,908   5,705 11,365 11,031  
Adjusted EBITDA 245   226 463 422  
Assets 6,319     6,319   6,343
Pipeline Systems            
Segment Reporting Information [Line Items]            
Revenues 177   0 177 0  
Adjusted EBITDA 53   3 53 7  
Assets 6,438     6,438   49
Terminals            
Segment Reporting Information [Line Items]            
Revenues 89   40 131 76  
Adjusted EBITDA 22   $ 21 46 $ 42  
Assets 1,357     1,357   398
Total Segment Assets            
Segment Reporting Information [Line Items]            
Assets 14,114     14,114   6,790
Other partnership assets            
Segment Reporting Information [Line Items]            
Assets $ 351     $ 351   $ 36
v3.24.2.u1
Net Income per Common Unit (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Earnings Per Share Basic [Line Items]          
Net Income $ 501 $ 230 $ 87 $ 731 $ 228
Less: Net income attributable to noncontrolling interests 8   0 8 0
Incentive distribution rights 36   20 72 39
Distributions on unvested phantom unit awards $ 2   $ 1 $ 3 $ 3
Net income per common unit:          
Basic $ 3.88   $ 0.79 $ 6.43 $ 2.21
Diluted $ 3.85   $ 0.78 $ 6.37 $ 2.19
Common Units [Member]          
Earnings Per Share Basic [Line Items]          
Common unitholders’ interest in net income $ 455   $ 66 $ 648 $ 186
Weighted average common units outstanding:          
Basic 117,271,408   84,060,866 100,848,078 84,059,797
Dilutive effect of unvested phantom unit awards 783,450   973,402 808,998 938,980
Diluted 118,054,858   85,034,268 101,657,076 84,998,777