False000155227500015522752023-11-012023-11-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934

November 1, 2023
Date of Report (Date of earliest event reported)

SUNOCO LP
(Exact name of registrant as specified in its charter)
Delaware001-3565330-0740483
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
8111 Westchester Drive, Suite 400
Dallas,Texas75225
(Address of principal executive offices, including zip code)
(214) 981-0700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Units Representing Limited Partner InterestsSUNNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02 Results of Operations and Financial Condition.
The following information is furnished under Item 2.02, “Results of Operations and Financial Condition.” This information, including the information contained in Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On November 1, 2023, Sunoco LP issued a news release announcing its results for the third fiscal quarter ended September 30, 2023 and providing access information for an investor conference call to discuss those results. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 2.02. The conference call will be available for replay approximately 365 days following the date of the call at www.SunocoLP.com.
Item 7.01. Regulation FD Disclosure.
On November 1, 2023, Sunoco LP issued a press release to announce third quarter 2023 financial and operating results. A copy of the press release is set forth in Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
Exhibit Number
Exhibit Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SUNOCO LP
By:
Sunoco GP LLC, its general partner
Date: November 1, 2023
By:
/s/ Rick Raymer
Rick Raymer
Vice President, Controller and Principal Accounting Officer

Exhibit 99.1
sunocolpa.gif
News Release

Sunoco LP Announces Third Quarter 2023 Financial and Operating Results
•Reports third quarter results including net income of $272 million, Adjusted EBITDA(1) of $257 million and Distributable Cash Flow, as adjusted(1) of $181 million
•Increases full-year 2023 Adjusted EBITDA(1)(2) guidance to be above $935 million
DALLAS, November 1, 2023 - Sunoco LP (NYSE: SUN) (“SUN” or the “Partnership”) today reported financial and operating results for the quarter ended September 30, 2023.
Financial and Operational Highlights
For the third quarter of 2023, net income was $272 million versus $83 million in the third quarter of 2022.
Adjusted EBITDA(1) for the third quarter of 2023 was $257 million compared with $276 million in the third quarter of 2022.
Distributable Cash Flow, as adjusted(1), for the third quarter of 2023 was $181 million, compared to $196 million in the third quarter of 2022.
The Partnership sold approximately 2.1 billion gallons of fuel in the third quarter of 2023, an increase of 7% versus the third quarter of 2022. Fuel margin for all gallons sold was 13.0 cents per gallon for the third quarter of 2023 compared to 13.9 cents per gallon in the third quarter of 2022.
Distribution
On October 20, 2023, the Board of Directors of SUN’s general partner declared a distribution for the third quarter of 2023 of $0.8420 per unit, or $3.3680 per unit on an annualized basis. The distribution will be paid on November 20, 2023 to common unitholders of record on October 30, 2023.
Liquidity and Leverage
On September 20, 2023, SUN completed an offering of $500 million 7.000% Senior Notes due 2028. SUN used the net proceeds from the offering to repay a portion of the outstanding borrowings under its $1.5 billion revolving credit facility.
At September 30, 2023, SUN had $647 million of borrowings against its revolving credit facility and other long-term debt of $3.2 billion. The Partnership maintained liquidity of approximately $847 million at the end of the quarter under its $1.5 billion revolving credit facility. SUN’s leverage ratio of net debt to Adjusted EBITDA(1), calculated in accordance with its revolving credit facility, was 3.9 times at the end of the third quarter of 2023.
Capital Spending
SUN's total capital expenditures for the third quarter of 2023 were $45 million, which included $31 million for growth capital and $14 million for maintenance capital.
SUN’s segment results and other supplementary data are provided after the financial tables below.
(1)     Adjusted EBITDA and Distributable Cash Flow, as adjusted, are non-GAAP financial measures of performance that have limitations and should not be considered as a substitute for net income. Please refer to the discussion and tables under "Reconciliations of Non-GAAP Measures" later in this news release for a discussion of our use of Adjusted EBITDA and Distributable Cash Flow, as adjusted, and a reconciliation to net income.
(2)    A reconciliation of non-GAAP forward looking information to corresponding GAAP measures cannot be provided without unreasonable efforts due to the inherent difficulty in quantifying certain amounts due to a variety of factors, including the unpredictability of commodity price movements and future charges or reversals outside the normal course of business which may be significant.
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Earnings Conference Call
Sunoco LP management will hold a conference call on Wednesday, November 1, 2023 at 9:00 a.m. Central time (10:00 a.m. Eastern time) to discuss results and recent developments. To participate, dial 877-407-6184 (toll free) or 201-389-0877 approximately 10 minutes before the scheduled start time and ask for the Sunoco LP conference call. The call will also be accessible live and for later replay via webcast in the Investor Relations section of Sunoco’s website at www.SunocoLP.com under Webcasts and Presentations.
Sunoco LP (NYSE: SUN) is a master limited partnership with core operations that include the distribution of motor fuel to approximately 10,000 convenience stores, independent dealers, commercial customers and distributors located in more than 40 U.S. states and territories as well as refined product transportation and terminalling assets. SUN's general partner is owned by Energy Transfer LP (NYSE: ET).
Forward-Looking Statements
This news release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. An extensive list of factors that can affect future results are discussed in the Partnership’s Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.
The information contained in this press release is available on our website at www.SunocoLP.com.

Contacts
Investors:

Scott Grischow, Treasurer, Sr Vice President – Investor Relations and Mergers & Acquisitions
(214) 840-5660, scott.grischow@sunoco.com

Matthew Kobler, Sr Manager – Investor Relations
(214) 840-5604, matthew.kobler@sunoco.com

Media:
Alexis Daniel, Manager – Communications
(214) 981-0739, alexis.daniel@sunoco.com

– Financial Schedules Follow –

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SUNOCO LP
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
(unaudited)
September 30,
2023		December 31,
2022
ASSETS
Current assets:
Cash and cash equivalents$256 $82 
Accounts receivable, net1,145 890 
Accounts receivable from affiliates10 15 
Inventories, net909 821 
Other current assets162 175 
Total current assets2,482 1,983 
Property and equipment2,924 2,796 
Accumulated depreciation(1,103)(1,036)
Property and equipment, net1,821 1,760 
Other assets:
Finance lease right-of-use assets, net9 9 
Operating lease right-of-use assets, net509 524 
Goodwill1,599 1,601 
Intangible assets, net554 588 
Other non-current assets267 236 
Investment in unconsolidated affiliates126 129 
Total assets$7,367 $6,830 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$991 $966 
Accounts payable to affiliates114 109 
Accrued expenses and other current liabilities350 310 
Operating lease current liabilities21 21 
Total current liabilities1,476 1,406 
Operating lease non-current liabilities514 528 
Revolving credit facility 647 900 
Long-term debt, net3,169 2,671 
Advances from affiliates104 116 
Deferred tax liability162 156 
Other non-current liabilities115 111 
Total liabilities6,187 5,888 
Commitments and contingencies
Equity:
Limited partners:
Common unitholders
(84,065,099 units issued and outstanding as of September 30, 2023 and
84,054,765 units issued and outstanding as of December 31, 2022)
1,180 942 
Class C unitholders - held by subsidiaries
(16,410,780 units issued and outstanding as of September 30, 2023 and
December 31, 2022)
— — 
Total equity1,180 942 
Total liabilities and equity$7,367 $6,830 
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SUNOCO LP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Dollars in millions, except per unit data)
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
REVENUES:
Motor fuel sales
$6,173 $6,468 $17,019 $19,423 
Non-motor fuel sales
109 90 295 282 
Lease income
38 36 113 106 
Total revenues6,320 6,594 17,427 19,811 
COST OF SALES AND OPERATING EXPENSES:
Cost of sales
5,793 6,261 16,211 18,703 
General and administrative
30 29 92 86 
Other operating
93 86 262 250 
Lease expense
18 16 51 47 
(Gain) loss on disposal of assets
4 (3)(8)(8)
Depreciation, amortization and accretion
44 55 141 151 
Total cost of sales and operating expenses5,982 6,444 16,749 19,229 
OPERATING INCOME338 150 678 582 
OTHER INCOME (EXPENSE):
Interest expense, net(56)(49)(162)(135)
Other income, net— — 7 — 
Equity in earnings of unconsolidated affiliates1 1 4 3 
INCOME BEFORE INCOME TAXES283 102 527 450 
Income tax expense11 19 27 30 
NET INCOME AND COMPREHENSIVE INCOME $272 $83 $500 $420 
NET INCOME PER COMMON UNIT:
Basic
$2.99 $0.76 $5.20 $4.32 
Diluted
$2.95 $0.75 $5.14 $4.27 
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:
Basic
84,064,445 83,763,064 84,061,363 83,728,153 
Diluted
85,132,733 84,831,037 85,037,289 84,769,526 
CASH DISTRIBUTIONS PER UNIT$0.8420 $0.8255 $2.5260 $2.4765 
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Key Operating Metrics
The following information is intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting our future performance.
The key operating metrics by segment and accompanying footnotes set forth in the following table are presented for the three months ended September 30, 2023 and 2022 and have been derived from our historical consolidated financial statements.

Three Months Ended September 30,
20232022
Fuel Distribution and MarketingAll OtherTotalFuel Distribution and MarketingAll OtherTotal
(dollars and gallons in millions, except profit per gallon)
Revenues:
Motor fuel sales$6,000 $173 $6,173 $6,270 $198 $6,468 
Non-motor fuel sales45 64 109 29 61 90 
Lease income35 3 38 35 1 36 
Total revenues$6,080 $240 $6,320 $6,334 $260 $6,594 
Cost of sales:
Motor fuel sales$5,593 $162 $5,755 $6,062 $170 $6,232 
Non-motor fuel sales13 25 38 2 27 29 
Lease— — — — — — 
Total cost of sales$5,606 $187 $5,793 $6,064 $197 $6,261 
Net income and comprehensive income$272 $83 
Adjusted EBITDA (1)
$226 $31 $257 $250 $26 $276 
Operating data:
Motor fuel gallons sold2,124 1,986 
Motor fuel profit cents per gallon (2)
13.0 ¢13.9 ¢

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The following table presents a reconciliation of net income to Adjusted EBITDA and Distributable Cash Flow, as adjusted, for the three months ended September 30, 2023 and 2022:
Three Months Ended September 30,
20232022
(in millions)
Net income and comprehensive income$272 $83 
Depreciation, amortization and accretion44 55 
Interest expense, net56 49 
Non-cash unit-based compensation expense4 4 
(Gain) loss on disposal of assets4 (3)
Unrealized (gain) loss on commodity derivatives(1)23 
Inventory adjustments(141)40 
Equity in earnings of unconsolidated affiliates(1)(1)
Adjusted EBITDA related to unconsolidated affiliates2 2 
Other non-cash adjustments7 5 
Income tax expense11 19 
Adjusted EBITDA (1)
$257 $276 
Adjusted EBITDA (1)
$257 $276 
Adjusted EBITDA related to unconsolidated affiliates(2)(2)
Distributable cash flow from unconsolidated affiliates2 2 
Cash interest expense(54)(46)
Current income tax expense(8)(24)
Maintenance capital expenditures(14)(11)
Distributable Cash Flow181 195 
Transaction-related expenses— 1 
Distributable Cash Flow, as adjusted (1)
$181 $196 
Distributions to Partners:
Limited Partners$71 $69 
General Partners19 18 
Total distributions to be paid to partners$90 $87 
Common Units outstanding - end of period84.1 83.8 
(1)Adjusted EBITDA is defined as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense, allocated non-cash compensation expense, unrealized gains and losses on commodity derivatives and inventory adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations, such as gain or loss on disposal of assets and non-cash impairment charges. We define Distributable Cash Flow, as adjusted, as Adjusted EBITDA less cash interest expense, including the accrual of interest expense related to our long-term debt which is paid on a semi-annual basis, current income tax expense, maintenance capital expenditures and other non-cash adjustments.
We believe Adjusted EBITDA and Distributable Cash Flow, as adjusted, are useful to investors in evaluating our operating performance because:
•Adjusted EBITDA is used as a performance measure under our revolving credit facility;
•securities analysts and other interested parties use such metrics as measures of financial performance, ability to make distributions to our unitholders and debt service capabilities;
•our management uses them for internal planning purposes, including aspects of our consolidated operating budget, and capital expenditures; and
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•Distributable Cash Flow, as adjusted, provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance, and as it provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating.
Adjusted EBITDA and Distributable Cash Flow, as adjusted, are not recognized terms under GAAP and do not purport to be alternatives to net income as measures of operating performance or to cash flows from operating activities as a measure of liquidity. Adjusted EBITDA and Distributable Cash Flow, as adjusted, have limitations as analytical tools, and one should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations include:
•they do not reflect our total cash expenditures, or future requirements for capital expenditures or contractual commitments;
•they do not reflect changes in, or cash requirements for, working capital;
•they do not reflect interest expense or the cash requirements necessary to service interest or principal payments on our revolving credit facility or senior notes;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and
•as not all companies use identical calculations, our presentation of Adjusted EBITDA and Distributable Cash Flow, as adjusted, may not be comparable to similarly titled measures of other companies.
Adjusted EBITDA reflects amounts for the unconsolidated affiliates based on the same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliates as those excluded from the calculation of Adjusted EBITDA, such as interest, taxes, depreciation, depletion, amortization and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates. The use of Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly. Inventory adjustments that are excluded from the calculation of Adjusted EBITDA represent changes in lower of cost or market reserves on the Partnership's inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period.
(2)Excludes the impact of inventory adjustments consistent with the definition of Adjusted EBITDA.
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v3.23.3
Cover
Nov. 01, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 01, 2023
Entity Registrant Name SUNOCO LP
Entity Incorporation, State or Country Code DE
Entity File Number 001-35653
Entity Tax Identification Number 30-0740483
Entity Address, Address Line One 8111 Westchester Drive, 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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001552275
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