(Exact name of registrant as specified in its charter)


Delaware						30-0740483
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

8111 Westchester Drive, Suite 400, Dallas, Texas 75225

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units Representing Limited Partner Interests	SUN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ý

The registrant had ~~83,763,300~~84,060,659 common units representing limited partner interests and 16,410,780 Class C units representing limited partner interests outstanding at ~~October~~April 28, ~~2022.~~2023.

PART I – FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

The accompanying notes are an integral part of these consolidated financial statements.

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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,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Revenues:
REVENUES:										REVENUES:
Motor fuel sales	Motor fuel sales	$	6,468	$	4,666	$	19,423	$	12,321	Motor fuel sales	$	5,239	$	5,277
Non motor fuel sales		90		79		282		218
Non-motor fuel sales										Non-motor fuel sales	86		90
Lease income	Lease income	36		34		106		103		Lease income	37		35
Total revenues	Total revenues	6,594		4,779		19,811		12,642		Total revenues	5,362		5,402
Cost of sales and operating expenses:
COST OF SALES AND OPERATING EXPENSES:										COST OF SALES AND OPERATING EXPENSES:
Cost of sales	Cost of sales	6,261		4,472		18,703		11,631		Cost of sales	4,987		4,972
General and administrative	General and administrative	29		28		86		79		General and administrative	29		27
Other operating	Other operating	86		70		250		192		Other operating	82		81
Lease expense	Lease expense	16		15		47		44		Lease expense	16		16
Gain on disposal of assets		(3)		(4)		(8)		(12)
Loss on disposal of assets										Loss on disposal of assets	1		—
Depreciation, amortization and accretion	Depreciation, amortization and accretion	55		45		151		135		Depreciation, amortization and accretion	48		47
Total cost of sales and operating expenses	Total cost of sales and operating expenses	6,444		4,626		19,229		12,069		Total cost of sales and operating expenses	5,163		5,143
Operating income		150		153		582		573
Other income (expense):
OPERATING INCOME										OPERATING INCOME	199		259
OTHER INCOME (EXPENSE):										OTHER INCOME (EXPENSE):
Interest expense, net	Interest expense, net	(49)		(40)		(135)		(124)		Interest expense, net	(53)		(41)

Equity in earnings of unconsolidated affiliate		1		1		3		3
Loss on extinguishment of debt		—		—		—		(7)
Income before income taxes		102		114		450		445
Equity in earnings of unconsolidated affiliates										Equity in earnings of unconsolidated affiliates	2		1

INCOME BEFORE INCOME TAXES										INCOME BEFORE INCOME TAXES	148		219
Income tax expense	Income tax expense	19		10		30		21		Income tax expense	7		3
Net income and comprehensive income		$	83	$	104	$	420	$	424
NET INCOME AND COMPREHENSIVE INCOME										NET INCOME AND COMPREHENSIVE INCOME	$	141	$	216

Net income per common unit:
NET INCOME PER COMMON UNIT:										NET INCOME PER COMMON UNIT:
Basic	Basic	$	0.76	$	1.01	$	4.32	$	4.38	Basic	$	1.43	$	2.35
Diluted	Diluted	$	0.75	$	1.00	$	4.27	$	4.33	Diluted	$	1.41	$	2.32

Weighted average common units outstanding:
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:										WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:
Basic	Basic	83,763,064		83,352,123		83,728,153		83,348,540		Basic	84,058,716		83,682,902
Diluted	Diluted	84,831,037		84,549,277		84,769,526		84,364,321		Diluted	84,970,826		84,729,202

Cash distributions per common unit		$	0.8255	$	0.8255	$	2.4765	$	2.4765
CASH DISTRIBUTIONS PER UNIT										CASH DISTRIBUTIONS PER UNIT	$	0.842	$	0.8255

The accompanying notes are an integral part of these consolidated financial statements.

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SUNOCO LP

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in millions)

(unaudited)



Balance, at December 31, ~~2021~~2022	$	~~811~~942
Cash ~~distribution~~distributions to unitholders	(88)
Unit-based compensation	5

Net income	~~216~~141
Balance, at March 31, ~~2022~~	~~944~~
~~Cash distribution to unitholders~~	~~(88)~~
~~Unit-based compensation~~	3
~~Net income~~	~~121~~
~~Balance at June 30, 2022~~	~~980~~
~~Cash distribution to unitholders~~	~~(89)~~
~~Unit-based compensation~~	4
~~Net income~~	83
~~Balance at September 30, 2022~~2023	$	~~978~~1,000

Balance, at December 31, ~~2020~~2021	$	~~632~~811
Cash ~~distribution to unitholders~~	~~(88)~~
~~Unit-based compensation~~	4
~~Other~~	~~(4)~~
~~Net income~~	~~154~~
~~Balance at March 31, 2021~~	~~698~~
~~Cash distribution to unitholders~~	~~(88)~~
~~Unit-based compensation~~	3
~~Net income~~	~~166~~
~~Balance at June 30, 2021~~	~~779~~
~~Cash distribution~~distributions to unitholders	(88)
Unit-based compensation	5

Net income	~~104~~ 216
Balance, ~~at September 30, 2021~~March 31, 2022	$	~~800~~944

The accompanying notes are an integral part of these consolidated financial statements.

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SUNOCO LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in millions)

(unaudited)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Cash flows from operating activities:
OPERATING ACTIVITIES:						OPERATING ACTIVITIES:
Net income	Net income	$	420	$	424	Net income	$	141	$	216
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	Depreciation, amortization and accretion	151		135		Depreciation, amortization and accretion	48		47
Amortization of deferred financing fees	Amortization of deferred financing fees	3		6		Amortization of deferred financing fees	2		2
Gain on disposal of assets		(8)		(12)
Loss on extinguishment of debt		—		7
Loss on disposal of assets						Loss on disposal of assets	1		—

Non-cash unit-based compensation expense	Non-cash unit-based compensation expense	12		12		Non-cash unit-based compensation expense	5		5
Deferred income tax	Deferred income tax	38		3		Deferred income tax	4		41
Inventory valuation adjustment	Inventory valuation adjustment	(81)		(168)		Inventory valuation adjustment	(29)		(120)
Equity in earnings of unconsolidated affiliate		(3)		(3)
Equity in earnings of unconsolidated affiliates						Equity in earnings of unconsolidated affiliates	(2)		(1)
Changes in operating assets and liabilities, net of acquisitions:	Changes in operating assets and liabilities, net of acquisitions:					Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	Accounts receivable, net	(165)		(245)		Accounts receivable, net	317		(199)
Receivables from affiliates	Receivables from affiliates	2		2		Receivables from affiliates	(2)		(1)
Inventories, net	Inventories, net	(53)		57		Inventories, net	82		(50)
Other assets	Other assets	(36)		(79)		Other assets	(13)		(134)
Accounts payable	Accounts payable	292		379		Accounts payable	(225)		215
Accounts payable to affiliates	Accounts payable to affiliates	51		(16)		Accounts payable to affiliates	16		18
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	20		24		Accrued expenses and other current liabilities	(19)		(16)
Other noncurrent liabilities		(3)		(14)

Net cash provided by operating activities	Net cash provided by operating activities	640		512		Net cash provided by operating activities	326		23
Cash flows from investing activities:
INVESTING ACTIVITIES:						INVESTING ACTIVITIES:
Capital expenditures	Capital expenditures	(97)		(92)		Capital expenditures	(37)		(26)

Deposit for acquisition						Deposit for acquisition	—		(264)
Distributions from unconsolidated affiliates in excess of cumulative earnings						Distributions from unconsolidated affiliates in excess of cumulative earnings	3		1

Distributions from unconsolidated affiliate in excess of cumulative earnings		5		6
Cash paid for acquisition, net of cash acquired		(252)		(6)
Proceeds from disposal of property and equipment	Proceeds from disposal of property and equipment	18		27		Proceeds from disposal of property and equipment	3		4
Net cash used in investing activities	Net cash used in investing activities	(326)		(65)		Net cash used in investing activities	(31)		(285)
Cash flows from financing activities:
FINANCING ACTIVITIES:						FINANCING ACTIVITIES:

Payments on long-term debt	Payments on long-term debt	(1)		(442)		Payments on long-term debt	—		(2)

Revolver borrowings		2,995		878
Revolver repayments		(2,872)		(628)
Credit Facility borrowings						Credit Facility borrowings	759		1,445
Credit Facility repayments						Credit Facility repayments	(859)		(1,014)

Distributions to unitholders	Distributions to unitholders	(265)		(264)		Distributions to unitholders	(88)		(88)
Net cash used in financing activities		(143)		(456)
Net increase (decrease) in cash and cash equivalents		171		(9)
Cash and cash equivalents at beginning of period		25		97
Cash and cash equivalents at end of period		$	196	$	88
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	(188)		341
Net increase in cash and cash equivalents						Net increase in cash and cash equivalents	107		79
Cash and cash equivalents, beginning of period						Cash and cash equivalents, beginning of period	82		25
Cash and cash equivalents, end of period						Cash and cash equivalents, end of period	$	189	$	104

Supplemental disclosure of non-cash investing activities:	Supplemental disclosure of non-cash investing activities:					Supplemental disclosure of non-cash investing activities:
Change in note payable to affiliate	Change in note payable to affiliate	$	(6)	$	5	Change in note payable to affiliate	$	—	$	(4)

The accompanying notes are an integral part of these consolidated financial statements.

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SUNOCO LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular dollar amounts, except units and per unit data, are in millions)

(unaudited)

1.Organization and Principles of Consolidation

As used in this document, the terms “Partnership,” “SUN,” “we,” “us,” and “our” should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise.

We are a Delaware master limited partnership. We are managed by our general partner, Sunoco GP LLC (our “General Partner”), which is owned by Energy Transfer LP (“Energy Transfer”). As of ~~September 30, 2022,~~March 31, 2023, Energy Transfer owned 100% of the limited liability company interests in our General Partner, 28,463,967 of our common units, which constitutes a ~~28.4%~~28.3% limited partner interest in us, and all of our incentive distribution rights ("IDRs").

The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, and its ~~wholly-owned~~wholly‑owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

On April 1, 2022, we completed the previously announced acquisition of a transmix processing and terminal facility in Huntington, Indiana from Gladieux Capital Partners, LLC for $252 million, net of cash acquired. Management, with the assistance of a third party valuation firm, has determined the fair value of assets and liabilities at the date of the acquisition. Goodwill acquired in connection with the acquisition is deductible for tax purposes.


	~~April 1, 2022~~
~~Inventories~~	$	~~108~~
~~Other current assets~~	56
~~Property and equipment~~	73
~~Goodwill~~	20
~~Intangible assets~~	98
~~Current liabilities~~	~~(88)~~
~~Net assets~~	~~267~~
~~Cash acquired~~	~~(15)~~
~~Total cash consideration, net of cash acquired~~	$	~~252~~

Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on operating income, net income and comprehensive income, the consolidated balance sheets or consolidated statements of cash flows.

2.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, ~~2021~~2022 filed with the Securities and Exchange Commission ("SEC") on February ~~18, 2022.~~17, 2023.

Significant Accounting Policies

As of ~~September 30, 2022,~~March 31, 2023, there have been no changes in the Partnership's significant accounting policies from those described in the Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 filed with the SEC on February ~~18, 2022.~~17, 2023.

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 $7665 million and ~~$88~~$71 million for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and~~ ~~$219 million~~ ~~and $252 million for the nine months ended September 30, 2022 and 2021,~~

respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the consolidated statements of operations and comprehensive income.

3.Accounts Receivable, net

Accounts receivable, net, consisted of the following:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(in millions)
Accounts receivable, trade	Accounts receivable, trade	$	587	$	428	Accounts receivable, trade	$	488	$	755
Credit card receivables	Credit card receivables	45		37		Credit card receivables	41		81
Vendor receivables for rebates and branding		42		35

Other receivables	Other receivables	57		28		Other receivables	45		56
Allowance for expected credit losses	Allowance for expected credit losses	(1)		(2)		Allowance for expected credit losses	(1)		(2)
Accounts receivable, net	Accounts receivable, net	$	730	$	526	Accounts receivable, net	$	573	$	890

4.Inventories, net

Fuel inventories are stated at the lower of cost or market using the last-in-first-out (“LIFO”) method. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Partnership’s fuel inventory balance included lower of cost or market reserves of ~~$40~~$87 million and ~~$121~~$116 million, respectively. ~~The fuel inventory replacement cost was $6 million higher than the fuel inventory balance as of September 30, 2022.~~ For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Partnership’s consolidated statements of operations

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and comprehensive income did not include any material amounts of income from the liquidation of LIFO fuel inventory. For the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the ~~Partnership’s~~Partnership's cost of sales included ~~unfavorable and~~ favorable inventory adjustments of ~~$40~~$29 million and ~~$9 million, respectively, and for the nine months ended September 30, 2022 and 2021, the Partnership’s cost of sales included favorable inventory adjustments of $81 million and $168~~$120 million, respectively.

Inventories, net, consisted of the following:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(in millions)
Fuel	Fuel	$	765	$	526	Fuel	$	756	$	809
Other	Other	11		8		Other	12		12
Inventories, net	Inventories, net	$	776	$	534	Inventories, net	$	768	$	821

5.Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(in millions)
Wage and other employee-related accrued expenses	Wage and other employee-related accrued expenses	$	26	$	23	Wage and other employee-related accrued expenses	$	17	$	35
Accrued tax expense	Accrued tax expense	162		152		Accrued tax expense	150		164
Accrued insurance	Accrued insurance	23		22		Accrued insurance	30		32
Accrued interest expense	Accrued interest expense	51		31		Accrued interest expense	52		31
Dealer deposits	Dealer deposits	23		21		Dealer deposits	21		21
Accrued environmental expense	Accrued environmental expense	7		7		Accrued environmental expense	6		6
Other	Other	34		35		Other	15		21
Total	Total	$	326	$	291	Total	$	291	$	310

6.Long-Term Debt

Long-term debt consisted of the following:

September 30,
2022 December 31,
2021
(in millions)
Sale leaseback financing obligation $ 85 $ 91
Credit Facility 704 581
6.000% Senior Notes Due 2027 600 600
5.875% Senior Notes Due 2028 400 400
4.500% Senior Notes Due 2029 800 800
4.500% Senior Notes Due 2030 800 800
Finance leases 9 9
Total debt 3,398 3,281
Less: current maturities — 6
Less: debt issuance costs 24 26
Long-term debt, net $ 3,374 $ 3,249


	March 31, 2023		December 31, 2022


Credit Facility	$	800	$	900
6.000% Senior Notes due 2027	600		600
5.875% Senior Notes due 2028	400		400
4.500% Senior Notes due 2029	800		800
4.500% Senior Notes due 2030	800		800
Lease-related financing obligations	94		94
Total debt	3,494		3,594

Less: debt issuance costs	22		23
Long-term debt, net	$	3,472	$	3,571

~~Revolving Credit Agreement~~

On April 7, 2022, we entered into a Second Amended and Restated Credit Agreement with Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a letter of credit issuer (the “Credit Facility”). The Credit Facility ~~amended and restated~~

As of March 31, 2023, the ~~former~~balance on our revolving credit facility entered into on July 27, 2018. The Credit Facility is a $1.50 billion revolving credit facility, expiring April 7, 2027 (which date may be extended in accordance with the terms of the Credit Facility). The Credit Facility can be increased from time to time upon our written request, subject to certain conditions, up to an additional $500 million.

~~As of September 30, 2022, the balance on the Credit Facility~~(the "Credit Facility") was ~~$704~~$800 million, and $7$7 million in standby letters of credit were outstanding. The unused availability on the Credit Facility at ~~September 30, 2022~~March 31, 2023 was ~~$0.8 billion.~~$693 million. The weighted average interest rate on the total amount outstanding at ~~September 30, 2022~~March 31, 2023 was ~~5.11%~~6.61%. The Partnership was in compliance with all financial covenants at ~~September 30, 2022.~~March 31, 2023.

Fair Value of Debt

The estimated fair value of debt is calculated using Level 2 inputs. The fair value of debt as of ~~September 30, 2022~~March 31, 2023 is estimated to be approximately ~~$3.0~~$3.3 billion, based on outstanding balances as of the end of the period using current interest rates for similar securities.

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7.Other ~~Noncurrent~~Non-Current Liabilities

Other ~~noncurrent~~non-current liabilities consisted of the following:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(in millions)
Asset retirement obligations	Asset retirement obligations	$	82	$	79	Asset retirement obligations	$	82	$	81
Accrued environmental expense, long-term	Accrued environmental expense, long-term	11		12		Accrued environmental expense, long-term	12		12
Other	Other	19		13		Other	19		18
Total	Total	$	112	$	104	Total	$	113	$	111

8.~~Related-Party~~Related Party Transactions

We are party to fee-based commercial agreements with various affiliates of Energy Transfer for pipeline, terminalling and storage services. We also have agreements with subsidiaries of Energy Transfer for the purchase and sale of fuel.

Our investment in the J.C. Nolan ~~pipeline (a~~ joint venture ~~with Energy Transfer)~~ was ~~$129~~$128 million and ~~$132~~$129 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. In addition, we recorded income on the unconsolidated joint venture of $2 million and $1 million for ~~each of~~ the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021 and $3 million for each of the nine months ended September 30, 2022 and 2021.~~

respectively.

Summary of Transactions

Related party transactions with affiliates for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as ~~follows (in millions):~~follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Motor fuel sales to affiliates	Motor fuel sales to affiliates	$	16	$	7	$	44	$	16	Motor fuel sales to affiliates	$	13	$	5
Bulk fuel purchases from affiliates	Bulk fuel purchases from affiliates	$	458	$	461	$	1,701	$	1,213	Bulk fuel purchases from affiliates	411		540

Significant affiliate balances ~~and activity related to~~included on the consolidated balance sheets ~~are~~were as follows:

•~~Net advances~~Advances from affiliates were ~~$117~~$115 million and ~~$126~~$116 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, which were related to treasury services agreements with Energy Transfer.

•~~Net accounts~~Accounts receivable from affiliates were ~~$10~~$17 million and ~~$12~~$15 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, which were primarily related to motor fuel sales to affiliates.

•~~Net accounts~~Accounts payable to affiliates were ~~$110~~$125 million and ~~$59~~$109 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, which were attributable to operational expenses and bulk fuel purchases.

9.Revenue

Disaggregation of Revenue

We operate our business in two primary ~~segments,~~segments: Fuel Distribution and Marketing and All Other. We disaggregate revenue within the segments by channels.

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The following table depicts the disaggregation of revenue by channel within each segment:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
		(in millions)
Fuel Distribution and Marketing Segment	Fuel Distribution and Marketing Segment									Fuel Distribution and Marketing Segment
Distributor	Distributor	$	2,757	$	2,328	$	8,510	$	6,066	Distributor	$	2,303	$	2,407
Dealer	Dealer	1,211		983		3,692		2,565		Dealer	919		1,054
Unbranded wholesale	Unbranded wholesale	1,859		804		5,315		2,216		Unbranded wholesale	1,540		1,263
Commission agent	Commission agent	443		384		1,361		1,043		Commission agent	341		403
Non motor fuel sales		29		21		111		51
Non-motor fuel sales										Non-motor fuel sales	29		41
Lease income	Lease income	35		33		99		98		Lease income	34		32
Total	Total	6,334		4,553		19,088		12,039		Total	5,166		5,200
All Other Segment	All Other Segment									All Other Segment
Motor fuel	Motor fuel	198		167		545		431		Motor fuel	136		150
Non motor fuel sales		61		58		171		167
Non-motor fuel sales										Non-motor fuel sales	57		49
Lease income	Lease income	1		1		7		5		Lease income	3		3
Total	Total	260		226		723		603		Total	196		202
Total revenue	Total revenue	$	6,594	$	4,779	$	19,811	$	12,642	Total revenue	$	5,362	$	5,402

Contract Balances with Customers

The balances of the Partnership’s contract assets and contract liabilities as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 were as follows:


	March 31, 2023		December 31, 2022

Contract balances
Contract assets	$	222	$	200
Accounts receivable from contracts with customers	528		834
Contract liabilities	—		—

Costs to Obtain or Fulfill a Contract

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, the Partnership recognized$6 $6 million and ~~$16~~$7 million,~~respectively, and $6 million and $15 million for the three and nine months ended September 30, 2021,~~ respectively, of amortization on capitalized costs incurred to obtain contracts.

10.Commitments and Contingencies

We have at various points and may in the future become involved in various legal proceedings arising out of our operations in the normal course of business. These proceedings would be subject to the uncertainties inherent in any litigation, and we regularly assess the need for accounting recognition or disclosure of these contingencies. We would expect to defend ourselves vigorously in all such matters. Based on currently available information, we believe it is unlikely that the outcome of known matters would have a material adverse impact on our financial condition, results of operations or cash flows.

The details of the Partnership's operating and finance lease liabilities ~~are~~were as follows:

September 30,
Lease Term and Discount Rate 2022 2021
Weighted-average remaining lease term (years)
Operating leases 23 22
Finance leases 28 29
Weighted-average discount rate (%)
Operating leases 6 % 6 %
Finance leases 4 % 4 %

Nine Months Ended September 30,
Other information 2022 2021
(in millions)
Cash paid for amount included in the measurement of lease liabilities
Operating cash flows from operating leases $ (37) $ (37)
Operating cash flows from finance leases $ — $ (1)
Financing cash flows from finance leases $ — $ (1)
Leased assets obtained in exchange for new finance lease liabilities $ — $ 9
Leased assets obtained in exchange for new operating lease liabilities $ 16 $ 1

Maturity of lease liabilities (as of September 30, 2022) Operating leases Finance leases Total
(in millions)
2022 (remainder) $ 12 $ — $ 12
2023 48 — 48
2024 47 — 47
2025 47 — 47
2026 46 — 46
Thereafter 788 15 803
Total lease payment 988 15 1,003
Less: interest 450 6 456
Present value of lease liabilities $ 538 $ 9 $ 547

~~Lessor Accounting~~

The Partnership leases or subleases a portion of its real estate portfolio to third party companies as a stable source of long-term revenue. Our lessor and sublease portfolio consists mainly of operating leases with convenience store operators. At this time, most


	March 31,
Lease term and discount rate	2023		2022
Weighted average remaining lease term (years)
Operating leases	22		22
Finance leases	28		29
Weighted average discount rate (%)
Operating leases	5	%	6	%
Finance leases	4	%	4	%

~~lessor agreements contain 5-year terms with renewal options to extend and early termination options based on established terms specific to the individual agreement.~~


	Three Months Ended March 31,
Other information	2023		2022


Cash paid for amount included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(12)	$	(12)
Operating cash flows from finance leases	—		—
Financing cash flows from finance leases	—		—
Leased assets obtained in exchange for new finance lease liabilities	—		—
Leased assets obtained in exchange for new operating lease liabilities	1		8


Maturity of lease liabilities (as of March 31, 2023)	Operating leases		Finance leases		Total

2023 (remainder)	$	39	$	—	$	39
2024	48		—		48
2025	48		—		48
2026	47		—		47
2027	46		—		46
Thereafter	760		15		775
Total lease payment	988		15		1,003
Less: interest	439		6		445
Present value of lease liabilities	$	549	$	9	$	558

11.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:

As of ~~September 30, 2022,~~March 31, 2023, Energy Transfer and its subsidiaries owned 28,463,967 of our common units ~~which constitutes a 28.4% limited partner interest in~~and the ~~Partnership.~~public owned 55,596,692 of our common units. As of ~~September 30, 2022,~~March 31, 2023, our wholly-owned consolidated subsidiaries owned all of the 16,410,780 Class C units representing limited partner interests in the ~~Partnership (the “Class C Units”) and the public owned 55,299,333 common units.~~Partnership.

The change in our outstanding common units for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was as follows:

~~Allocation of Net Income~~

Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect to incentive cash distributions, which are allocated 100% to Energy Transfer.

~~The calculation of net income allocated to common unitholders was as follows (in millions):~~

Our Partnership Agreement sets forth the calculation used to determine the amount and priority of cash distributions that the common unitholders receive.

Cash distributions paid or declared during ~~2022~~2023 were as follows:

13.Segment Reporting

~~Our consolidated financial statements reflect two reportable segments, Fuel Distribution and Marketing and All Other.~~

We report Adjusted EBITDA by segment as a measure of segment performance. We define Adjusted EBITDA as earnings before net interest expense, income tax expense and depreciation, amortization and accretion expense, non-cash unit-based compensation expense, gains and losses on disposal of assets and non-cash impairment charges, unrealized gains and losses on commodity derivatives, inventory adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations. Inventory adjustments that are excluded from the calculation of Adjusted EBITDA represent changes in lower of cost or market reserves on the Partnership's inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period.

The following table presents financial information by segment for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021:~~2022:

Three Months Ended September 30,
2022 2021
Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Fuel Distribution and Marketing All Other Intercompany Eliminations Totals
(in millions)
Revenue
Motor fuel sales $ 6,270 $ 198 $ 6,468 $ 4,499 $ 167 $ 4,666
Non motor fuel sales 29 61 90 21 58 79
Lease income 35 1 36 33 1 34
Intersegment sales 141 — (141) — 117 — (117) —
Total revenue $ 6,475 $ 260 $ (141) $ 6,594 $ 4,670 $ 226 $ (117) $ 4,779
Net income and comprehensive income $ 83 $ 104
Depreciation, amortization and accretion 55 45
Interest expense, net 49 40
Income tax expense 19 10
Non-cash unit-based compensation expense 4 5
Gain on disposal of assets (3) (4)
Unrealized loss on commodity derivatives 23 2
Inventory adjustments 40 (9)
Equity in earnings of unconsolidated affiliate (1) (1)
Adjusted EBITDA related to unconsolidated affiliate 2 3
Other non-cash adjustments 5 3
Adjusted EBITDA $ 250 $ 26 $ 276 $ 186 $ 12 $ 198
Capital expenditures $ 32 $ 10 $ 42 $ 34 $ 10 $ 44
Total assets as of September 30, 2022 and
December 31, 2021, respectively
$ 5,575 $ 999 $ 6,574 $ 4,825 $ 990 $ 5,815

Nine Months Ended September 30,
2022 2021
Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Fuel Distribution and Marketing All Other Intercompany Eliminations Totals
(in millions)
Revenue
Motor fuel sales $ 18,878 $ 545 $ 19,423 $ 11,890 $ 431 $ 12,321
Non motor fuel sales 111 171 282 51 167 218
Lease income 99 7 106 98 5 103
Intersegment sales 419 — (419) — 299 — (299) —
Total revenue $ 19,507 $ 723 $ (419) $ 19,811 $ 12,338 $ 603 $ (299) $ 12,642
Net income and
comprehensive income $ 420 $ 424
Depreciation, amortization and accretion 151 135
Interest expense, net 135 124
Income tax expense 30 21
Non-cash unit-based compensation expense 12 12
Gain on disposal of assets and impairment charges (8) (12)
Loss on extinguishment of debt — 7
Unrealized loss (gain) on commodity derivatives 3 (5)
Inventory adjustments (81) (168)
Equity in earnings of unconsolidated affiliate (3) (3)
Adjusted EBITDA related to unconsolidated affiliate 7 7
Other non-cash adjustments 15 14
Adjusted EBITDA $ 624 $ 57 $ 681 $ 530 $ 26 $ 556
Capital expenditures $ 78 $ 19 $ 97 $ 79 $ 13 $ 92
Total assets as of September 30, 2022 and
December 31, 2021, respectively
$ 5,575 $ 999 $ 6,574 $ 4,825 $ 990 $ 5,815


	Three Months Ended March 31,
	2023								2022
	Fuel Distribution and Marketing		All Other		Intercompany Eliminations		Totals		Fuel Distribution and Marketing		All Other		Intercompany Eliminations		Totals

Revenue
Motor fuel sales	$	5,103	$	136			$	5,239	$	5,127	$	150			$	5,277
Non-motor fuel sales	29		57				86		41		49				90
Lease income	34		3				37		32		3				35
Intersegment sales	98				(98)		—		116		—		(116)		—
Total revenue	$	5,264	$	196	$	(98)	$	5,362	$	5,316	$	202	$	(116)	$	5,402
Net income and comprehensive income							$	141							$	216
Depreciation, amortization and accretion							48								47
Interest expense, net							53								41
Income tax expense							7								3
Non-cash unit-based compensation expense							5								5
Loss on disposal of assets							1								—

Unrealized gain on commodity derivatives							(11)								(9)
Inventory adjustments							(29)								(120)
Equity in earnings of unconsolidated affiliates							(2)								(1)
Adjusted EBITDA related to unconsolidated affiliates							3								2
Other non-cash adjustments							5								7
Adjusted EBITDA	$	195	$	26			$	221	$	174	$	17			$	191
Capital expenditures	$	24	$	13			$	37	$	24	$	2			$	26
Total assets as of March 31, 2023 and December 31, 2022, respectively	$	5,382	$	1,172			$	6,554	$	5,727	$	1,103			$	6,830

14.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:

Common unitholders’ interest in net income

On ~~October 28, 2022, we executed a definitive agreement to acquire Peerless Oil & Chemicals, Inc. ("Peerless")~~May 1, 2023, the Partnership completed the acquisition of 16 refined product terminals located across the East Coast and Midwest from Zenith Energy for $70 million, subject to customary working capital adjustments. Peerless is an established terminal operator that distributes fuel products to over 100 locations within Puerto Rico and throughout the Caribbean.$110 million.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular dollar and unit amounts, except per unit and per gallon data, are in millions)

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and notes to consolidated financial statements included elsewhere in this report. Additional discussion and analysis related to the Partnership is contained in our Annual Report on Form 10-K, including the audited consolidated financial statements for the fiscal year ended December 31, ~~2021~~2022 included therein.

Adjusted EBITDA is a non-GAAP financial measure of performance that has limitations and should not be considered as a substitute for net income or other GAAP measures. Please see “Key Measures Used to Evaluate and Assess Our Business” below for a discussion of our use of Adjusted EBITDA in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a reconciliation to net income for the periods presented.

Cautionary Statement Regarding Forward-Looking Statements

Some of the information in this Quarterly Report on Form 10-Q , may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Statements using words such as “believe,” “plan,” “expect,” “anticipate,” “intend,” “forecast,” ~~assume,~~“assume,” “estimate,” “continue,” “position,” “predict,” “project,” “goal,” “strategy,” “budget,” “potential,” “will” and other similar words or phrases are used to help identify forward-looking statements, although not all forward-looking statements contain such identifying words. Descriptions of our objectives, goals, targets, plans, strategies, costs, anticipated capital expenditures, expected cost savings and benefits are also forward-looking statements. These forward-looking statements are based on our current plans and expectations and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements, including:

•our ability to make, complete and integrate acquisitions from affiliates or third-parties;

•business strategy and operations of Energy Transfer LP ("Energy Transfer") and its conflicts of interest with us;

•changes in the price of and demand for the motor fuel that we distribute and our ability to appropriately hedge any motor fuel we hold in inventory;

•our dependence on limited principal suppliers;

•competition in the wholesale motor fuel distribution and retail store industry;

•changing customer preferences for alternate fuel sources or improvement in fuel efficiency;

•volatility of fuel prices or a prolonged period of low fuel prices and the effects of actions by, or disputes among or between, oil producing countries with respect to matters related to the price or production of oil;

•impacts of world health events, ~~including the coronavirus ("COVID-19") pandemic,~~ escalating global trade tensions and the conflict between Russia and Ukraine and resulting expansion of sanctions and trade restrictions;

•any acceleration of the domestic and/or international transition to a low carbon economy as a result of the Inflation Reduction Act of 2022 or otherwise;

•the possibility of cyber and malware attacks;

•changes in our credit rating, as assigned by rating agencies;

•a deterioration in the credit and/or capital ~~markets;~~markets, including as a result of recent increases in cost of capital resulting from Federal Reserve policies and changes in financial institutions’ policies or practices concerning businesses linked to fossil fuels;

•general economic conditions, including sustained periods of inflation, supply chain disruptions and associated central bank monetary policies;

•environmental, tax and other federal, state and local laws and regulations;

•the fact that we are not fully insured against all risks incident to our business;

•dangers inherent in the storage and transportation of motor fuel;

•our ability to manage growth and/or control costs;

•our reliance on senior management, supplier trade credit and information technology; and

•our partnership structure, which may create conflicts of interest between us and Sunoco GP LLC ~~our general partner~~ (our “General Partner”), and its affiliates, and limits the fiduciary duties of our General Partner and its affiliates.

All forward-looking statements, express or implied, are expressly qualified in their entirety by the foregoing cautionary statements.

Many of the foregoing risks and uncertainties are, and ~~could~~will be, heightened by ~~the COVID-19 pandemic and~~ any further worsening of the global business and economic environment. New factors that could impact forward-looking statements emerge from time to time, and it is not possible for us to predict all such factors. Should one or more of the risks or uncertainties described or referenced in this Quarterly Report on Form 10-Q or our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements.

You should not put undue reliance on any forward-looking statements. When considering forward-looking statements, please review the risks described or referenced under the heading “Item 1A. Risk Factors” herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. The list of factors that could affect future performance and the accuracy of forward-looking statements is illustrative but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. The forward-looking statements included in this report are based on, and include, our estimates as of the filing of this report. We anticipate that subsequent events and market developments will cause our estimates to change. However, we specifically disclaim any obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q, except as required by law, even if new information becomes available in the future.

In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our structure as a limited partnership, our industry and our company could materially impact our future performance and results of operations.

As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the terms “Partnership,” “SUN,” “we,” “us,” or “our” should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise.

We are a Delaware master limited partnership primarily engaged in the distribution of motor fuels to independent dealers, distributors, and other customers and the distribution of motor fuels to end customers at retail sites operated by commission agents. In addition, we receive rental income through the leasing or subleasing of real estate used in the retail distribution of motor fuels. As of ~~September 30, 2022,~~March 31, 2023, we operated 77 76 retail stores located in Hawaii and New Jersey.

We are managed by Sunoco GP LLC, our General Partner, which is owned by Energy Transfer. As of ~~September 30, 2022,~~March 31, 2023, Energy Transfer owned 100% of the limited liability company interests in our General Partner, all of our incentive distribution rights and approximately ~~34.0%~~33.9% of our common units, which constitutes a ~~28.4%~~28.3% limited partner interest in us.

We believe we are one of the largest independent motor fuel distributors by gallons in the United States and one of the largest distributors of Chevron, Texaco, ExxonMobil, and Valero branded motor fuel in the United States. In addition to distributing motor fuel, we also distribute other petroleum products such as propane and lubricating oil.

We purchase motor fuel primarily from independent refiners and major oil companies and distribute it across ~~approximately~~more than 40 states and territories throughout the East Coast, Midwest, South Central and Southeast regions of the United States, as well as Hawaii and Puerto Rico, to:

•7776 company-owned and operated retail stores;

•~~515~~501 independently operated commission agent locations where we sell motor fuel to retail customers under commission arrangements with such operators;

•~~6,754~~6,904 retail stores operated by independent operators, which we refer to as “dealers” or “distributors,” pursuant to long-term distribution agreements; and

•~~2,857~~approximately 1,600 other commercial customers, including unbranded retail stores, other fuel distributors, school districts, municipalities and other industrial customers.

Our retail stores operate under several brands, including our proprietary brands APlus and Aloha Island Mart, and offer a broad selection of food, beverages, snacks, grocery and non-food merchandise, motor fuels and other services.

~~Recent Developments~~

On October 28, 2022, we executed a definitive agreement to acquire Peerless Oil & Chemicals, Inc. ("Peerless") for $70 million, subject to customary working capital adjustments. Peerless is an established terminal operator that distributes fuel products to over 100 locations within Puerto Rico and throughout the Caribbean.

On May 1, 2023, the Partnership completed the acquisition of 16 refined product terminals located across the East Coast and Midwest from Zenith Energy for $110 million. The Partnership expects the acquisition to be accretive to unitholders in the first year of ownership.

Key Measures Used to Evaluate and Assess Our Business

Management uses a variety of financial measurements to analyze business performance, including the following key measures:

•Motor fuel gallons sold. One of the primary drivers of our business is the total volume of motor fuel sold through our channels. Fuel distribution contracts with our customers generally provide that we distribute motor fuel at a fixed, volume-based profit margin or at an agreed upon level of price support. As a result, profit is directly tied to the volume of motor fuel that we distribute. Total motor fuel profit dollars earned from the product of profit per gallon and motor fuel gallons sold are used by management to evaluate business performance.

•Profit per gallon. Profit per gallon is calculated as the profit on motor fuel (excluding non-cash inventory adjustments as described under "Adjusted EBITDA" below) divided by the number of gallons sold, and is typically expressed as cents per gallon. Our profit per gallon varies amongst our third-party relationships and is impacted by the availability of certain discounts and rebates from suppliers. Retail profit per gallon is heavily impacted by volatile pricing and intense competition from retail stores, supermarkets, club stores and other retail formats, which varies based on the market.

•Adjusted EBITDA. Adjusted EBITDA, as used throughout this document, is defined as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense, allocated non-cash unit-based 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. 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.

Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP, read “Key Operating Metrics and Results of Operations” below.

We believe Adjusted EBITDA is 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 Adjusted EBITDA as a measure of financial performance; and

•our management uses Adjusted EBITDA for internal planning purposes, including aspects of our consolidated operating budget and capital expenditures.

Adjusted EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income ~~(loss)~~ as a measure of operating performance. Adjusted EBITDA has limitations as an analytical tool, and one should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

•it does 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 may not be comparable to similarly titled measures of other companies.

Adjusted EBITDA reflects amounts for the unconsolidated ~~affiliate~~affiliates based on the same recognition and measurement methods used to record equity in earnings of unconsolidated ~~affiliate.~~affiliates. Adjusted EBITDA related to unconsolidated ~~affiliate~~affiliates excludes the same items with respect to the unconsolidated ~~affiliate~~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 ~~affiliate,~~affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such ~~affiliate.~~affiliates. We do not control our unconsolidated ~~affiliate;~~affiliates; therefore, we do not control the earnings or cash flows of such ~~affiliate.~~affiliates. The use of Adjusted EBITDA or Adjusted EBITDA related to unconsolidated ~~affiliate~~affiliates as an analytical tool should be limited accordingly.

~~Key Operating Metrics and~~ Results of Operations

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.

Three Months Ended ~~September 30, 2022~~March 31, 2023 compared to Three Months Ended ~~September 30, 2021~~March 31, 2022

The following table sets forth, for the periods indicated, information concerning key measures we rely on to gauge our operating performance:

(1) We define Adjusted EBITDA, which is a non-GAAP financial measure, as described above under “Key Measures Used to Evaluate and Assess Our Business.”

(2) Excludes the impact of inventory adjustments consistent with the definition of Adjusted EBITDA.

The Partnership’s results of operations are discussed on a consolidated basis below. Those results are primarily driven by the fuel distribution and marketing segment, which is the Partnership’s only significant segment. To the extent that results of operations are significantly impacted by discrete items or activities within the all other segment, such impacts are specifically attributed to the all other segment in the discussion and analysis below.

In the discussion below, the analysis of the Partnership’s primary revenue generating activities are discussed in the analysis of Adjusted EBITDA, and other significant items impacting net income are analyzed separately.

The following table presents a reconciliation of Adjusted EBITDA to net income for the three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021:~~2022:

The following discussion ofcompares the results ~~compares the~~of operations for the three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

~~Adjusted EBITDA.~~ Net Income and Comprehensive Income.~~Adjusted EBITDA for~~ For the three months ended ~~September 30, 2022 was $276 million, an increase~~March 31, 2023 compared to the same period last year, net income and comprehensive income decreased primarily due to the impacts of ~~$78 million from~~favorable inventory adjustments in the prior period, as discussed further below.

Adjusted EBITDA. For the three months ended ~~September 30, 2021. The increase is primarily attributable~~March 31, 2023 compared to the ~~following changes:~~same period last year, Adjusted EBITDA increased primarily due to the net impacts of the following:

•an increase in the ~~gross~~ profit on motor fuel sales of ~~$75~~$24 million, primarily due to a ~~23.6%~~4% increase in profit per gallon sold and a ~~0.8%~~9% increase in gallons sold; and

•an increase in ~~non motor~~non-motor fuel ~~gross~~sales and lease profit of ~~$22~~$8 million, primarily due to ~~an increase in storage tanks~~increased rental income and terminals gross profit for the three months ended September 30, 2022. This increase was primarily a result of the 2021 fourth quarter acquisition of refined product terminals. In addition, increased credit card transactions andhigher merchandise gross ~~profit contributed $4 million to the overall increase;~~profit; partially offset by

•~~a decrease of $1 million in Adjusted EBITDA related to unconsolidated affiliate, which was attributable to the joint venture on the J.C. Nolan diesel fuel pipeline to West Texas; and~~

•an increase in operating costs of ~~$18 million. These expenses include~~$3 million, including other operating expense, general and administrative expense and lease ~~expense. The increase was~~expense, primarily due to higher costs as a result of ~~recent acquisitions of refined product terminals and the transmix processing and terminal facility, higher employee costs, insurance costs and credit card processing fees.~~

~~Depreciation, Amortization and Accretion~~. Depreciation, amortization and accretion was $55 million for the three months ended September 30, 2022 and $45 million for the three months ended September 30, 2021. This increase is primarily due to the recent acquisitions of refined product terminals and the transmix processing and terminal facility.

Interest Expense, net. . Interest expense for the three months ended September 30, 2022 was $49 million, an increase of $9 million from the three months ended September 30, 2021. This increase is primarily attributable to an increase in average total long-term debt and increase in the weighted average interest rate on long-term debt for the respective periods.

~~Gain on Disposal of Assets. Gains on disposals of assets reflect the difference between the net book value of disposed assets and the proceeds received upon disposal of those assets.~~ For the three months ended ~~September 30, 2022 and 2021, proceeds from disposals of property and equipment were $7 million and $13 million, respectively.~~March 31, 2023 compared to the same period last year, interest expense increased primarily due to higher interest rates on floating rate debt.

Unrealized (Gain) Loss on Commodity Derivatives. The unrealized gains and losses on our commodity derivatives represent the changes in fair value of our commodity derivatives. The change in unrealized gains and losses between periods is impacted by the notional amounts and commodity price changes on our commodity derivatives. Additional information on commodity derivatives is included in “Item 3. Quantitative and Qualitative Disclosures about Market Risk” below.

Inventory Adjustments. Inventory adjustments represent changes in lower of cost or market reserves using the last-in-first-out ("LIFO") method on the Partnership’s inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period. For the three months ended September 30, 2022, a decrease in fuel prices increased lower of cost or market reserve requirements for the period by $40 million, creating an adverse impact to net income. For the three months ended September 30, 2021, an increase in fuel prices reduced lower of cost or market reserve requirements for the period by $9 million, creating a favorable impact to net income.

~~Income Tax Expense~~. Income tax expense for three months ended September 30, 2022 was $19 million, an increase of $9 million from income tax expense of $10 million for the three months ended September 30, 2021. This increase is primarily attributable to higher earnings from the Partnership's consolidated corporate subsidiaries in 2022.

~~Nine Months Ended September 30, 2022 compared to Nine Months Ended September 30, 2021~~

~~The following table sets forth, for the periods indicated, information concerning key measures we rely on to gauge our operating performance:~~

~~(1) We define Adjusted EBITDA, a non-GAAP financial measure, as described above under “Key Measures Used to Evaluate~~March 31, 2023 and ~~Assess Our Business.”~~

~~(2) Excludes the impact of inventory adjustments consistent with the definition of Adjusted EBITDA.~~

~~The following table presents a reconciliation of Adjusted EBITDA to net income for the nine months ended September 30, 2022 and 2021:~~

~~The following discussion of results compares the operations for the nine months ended September 30, 2022 and 2021.~~

~~Adjusted EBITDA.~~ Adjusted EBITDA for the nine months ended September 30, 2022 was $681 million, an increase of $125 million from the nine months ended September 30, 2021. The increase is primarily attributable to the following changes:

•~~an increase in the gross profit on motor fuel sales of $126 million, primarily due to a 17.3% increase in gross profit per gallon sold and a 1.4% increase in gallons sold; and~~

•an increase in non motor fuel gross profit of $67 million, primarily due to an increase in storage tanks and terminals gross profit for the nine months ended September 30, 2022. This increase was primarily a result of the 2021 fourth quarter acquisition of refined product terminals. In addition, increased credit card transactions and merchandise gross profit contributed $15 million to the overall increase; partially offset by

•an increase in operating costs of $68 million. These expenses include other operating expense, general and administrative expense and lease expense. The increase was primarily due to higher costs as a result of the recent acquisitions of refined product terminals and the transmix processing and terminal facility, higher employee costs, credit card processing fees, utilities costs, maintenance costs and insurance costs.

~~Depreciation, Amortization and Accretion~~. Depreciation, amortization and accretion was $151 million for the nine months ended September 30, 2022 and $135 million for the nine months ended September 30, 2021. This increase is primarily due to the recent acquisitions of refined product terminals and the transmix processing and terminal facility.

~~Interest Expense~~. Interest expense for the nine months ended September 30, 2022 was $135 million, an increase of $11 million from the nine months ended September 30, 2021. This increase is primarily attributable to an increase in average total long-term debt and increase in the weighted average interest rate on long-term debt for the respective periods.

~~Gain on Disposal of Assets~~. Gains on disposals of assets reflect the difference between the net book value of disposed assets and the proceeds received upon disposal of those assets. For the nine months ended September 30, 2022 and 2021, proceeds from disposals of property and equipment were $18 million and $27 million, respectively.

~~Unrealized Gain (loss) on Commodity Derivatives.~~ The unrealized gains and losses on our commodity derivatives represent the changes in fair value of our commodity derivatives. The change in unrealized gains and losses between periods is impacted by the notional amounts and commodity price changes on our commodity derivatives. Additional information on commodity derivatives is included in “Item 3. Quantitative and Qualitative Disclosures about Market Risk” below.

~~Inventory Adjustments.~~ Inventory adjustments 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. For the nine months ended September 30, 2022, an increase in fuel prices reduced lower of cost or market reserve requirements for the ~~period~~periods by ~~$81~~$29 million ~~creating a favorable impact to net income. For the nine months ended September 30, 2021, an increase in fuel prices reduced lower of cost or market reserve requirements for the period by $168~~and $120 million, respectively, creating a favorable impact to net income.

Income Tax ~~Expense~~Expense.~~. Income tax expense for~~ For the ~~nine~~three months ended ~~September 30, 2022 was $30 million, an increase of $9 million from~~March 31, 2023 compared to the same period last year, income tax expense ~~of $21 million for the nine months ended September 30, 2021. This increase is~~increased primarily ~~attributable~~due to higher earnings from the Partnership's ~~consolidated~~ corporate ~~subsidiaries in 2022.~~subsidiaries.

Liquidity and Capital Resources

Our principal liquidity requirements are to finance current operations, to fund capital expenditures, including acquisitions from time to time, to service our debt and to make distributions. We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our revolving credit facility and the issuance of additional long-term debt or partnership units as appropriate given market conditions. We expect that these sources of funds will be adequate to provide for our short-term and long-term liquidity needs.

Our ability to meet our debt service obligations and other capital requirements, including capital expenditures and acquisitions, will depend on our future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions. In addition, any of the risks described or referenced under the heading “Item 1A. Risk Factors” herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 may also significantly impact our liquidity.

As of ~~September 30, 2022,~~March 31, 2023, we had ~~$196~~$189 million of cash and cash equivalents on hand and borrowing capacity of ~~$0.8 billion~~$693 million under the ~~Partnership's~~ Second Amended and Restated Credit Agreement ~~with~~among the Partnership, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as ~~Administrative Agent, Collateral Agent, Swingline Lender~~administrative agent, collateral agent, swingline lender and a line of credit issuer (the "Credit Facility"). The ~~Credit Facility amended and restated the former revolving credit facility entered into on July 27, 2018. The~~ Partnership was in compliance with all financial covenants at ~~September 30, 2022.~~March 31, 2023. Based on our current estimates, we expect to utilize capacity under the Credit Facility, along with cash from operations, to fund our announced growth capital expenditures and working capital needs for ~~2022;~~2023; however, we may issue debt or equity securities prior to that time as we deem prudent to provide liquidity for new capital projects or other partnership purposes.

Our cash flows may change in the future due to a number of factors, some of which we cannot control. These factors include regulatory changes, the price of products and services, the demand for such products and services, margin requirements resulting from significant changes in commodity prices, operational risks, the successful integration of our acquisitions and other factors.

Operating Activities

Changes in cash flows from operating activities between periods primarily result from changes in earnings, excluding the impacts of non-cash items and changes in operating assets and liabilities (net of effects of acquisitions). Non-cash items include recurring non-cash expenses, such as depreciation, amortization and accretion expense and non-cash unit-based compensation expense. Cash flows from operating activities also differ from earnings as a result of non-cash charges that may not be recurring, such as impairment charges. Our daily working capital requirements fluctuate within each month, primarily in response to the timing of payments for motor fuels, motor fuels tax and rent.

~~Nine~~Three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. Net cash provided by operations was ~~$640~~$326 million and ~~$512~~$23 million for the ~~nine~~three months of ~~2022~~2023 and ~~2021,~~2022, respectively. The increase in cash flows provided by operations was due to an increase in net cash flow from operating assets and liabilities of $323 million compared to the three months ended March 31, 2022 and partially offset by a ~~$128~~$20 million ~~increase~~decrease in cash basis net income compared to the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022.

Investing Activities

Cash flows from investing activities primarily consist of capital expenditures, cash contributions to unconsolidated ~~affiliate,~~affiliates, cash amounts paid for acquisitions, and cash proceeds from sale or disposal of assets. Changes in capital expenditures between periods primarily result from increases or decreases in our growth capital expenditures to fund our construction and expansion projects.

~~Nine~~Three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. Net cash used in investing activities was ~~$326~~$31 million and ~~$65~~$285 million for the first ~~nine~~three months of 2023 and 2022, respectively. Capital expenditures were $37 million and ~~2021,~~$26 million for the first three months of 2023 and 2022, respectively. The ~~nine~~three months ended ~~September 30,~~March 31, 2022 included the ~~$252~~payment of a $264 million ~~payment, net of~~ cash ~~acquired~~deposit for ~~the~~a transmix processing and terminal facility acquisition completed in April 2022. ~~Capital expenditures were $97 million and $92 million for the first nine months of 2022 and 2021, respectively.~~ Distributions from unconsolidated ~~affiliate~~affiliates in excess of cumulative earnings were $5$3 million and $6$1 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. Proceeds from disposal of property and equipment were ~~$18~~$3 million and ~~$27~~$4 million for the first ~~nine~~three months of ~~2022~~2023 and ~~2021,~~2022, respectively.

Financing Activities

Changes in cash flows from financing activities between periods primarily result from changes in the levels of borrowings and equity issuances, which are primarily used to fund our acquisitions and growth capital expenditures. Distributions increase between the periods based on increases in the number of common units outstanding or increases in the distribution rate.

Three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. Net cash used in financing activities was ~~$143 million and $456~~$188 million for the first ~~nine~~three months of ~~2022~~2023, and ~~2021, respectively.~~ net cash provided by financing activities was $341 million for the first three months of 2022.

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we:

•borrowed ~~$3.0~~$759 million and repaid $859 million under the Credit Facility to fund daily operations; and

•paid $88 million in distributions to our unitholders, of which $43 million was paid to Energy Transfer.

During the three months ended March 31, 2022, we:

•borrowed $1.45 billion and repaid ~~$2.9~~$1.01 billion under the Credit Facility to fund daily operations; and

•paid ~~$265~~$88 million in distributions to our unitholders, of which ~~$123~~$41 million was paid to ~~Energy Transfer.~~

~~During the nine months ended September 30, 2021, we:~~

•~~borrowed $878 million and repaid $628 million under the Credit Facility to fund daily operations and to repurchase the senior notes discussed below;~~

•~~paid $436 million to repurchase the 4.875% senior notes due 2023; and~~

•~~paid $264 million in distributions to our unitholders, of which $123 million was paid to~~ Energy Transfer.

We intend to pay cash distributions to the holders of our common units and Class C units representing limited partner interests in the Partnership ~~(“Class C Units”)~~ on a quarterly basis, to the extent we have sufficient cash from our operations after establishment of cash reserves and payment of fees and expenses, including payments to our General Partner and its affiliates. Class C unitholders receive distributions at a fixed rate equal to $0.8682 per quarter for each Class C ~~Unit~~unit outstanding. There is no guarantee that we will pay a distribution on our units. ~~On October 25, 2022,~~In April 2023, we declared a quarterly distribution totaling ~~$69~~$71 million, or ~~$0.8255~~$0.8420 per common unit based on the results for the three months ended ~~September 30, 2022,~~March 31, 2023, excluding distributions to Class C unitholders. The declared distribution will be paid on ~~November 18, 2022~~May 22, 2023 to unitholders of record on ~~November 4, 2022.~~May 8, 2023.

Capital Expenditures

~~Included in our~~For the first three months of 2023, capital expenditures ~~for the first nine months of 2022 was $21~~included $8 million in maintenance capital and ~~$76~~$29 million in growth capital. ~~Growth capital relates primarily to the construction of the Partnership's Brownsville, Texas terminal and dealer and distributor supply contracts.~~

We currently expect to spend approximately ~~$50~~$65 million in maintenance capital and ~~approximately~~at least $150 million in growth capital for the full year ~~2022.~~2023.

Description of Indebtedness

As of the dates set forth below, our outstanding consolidated indebtedness was as follows:


	March 31, 2023		December 31, 2022


Credit Facility	$	800	$	900
6.000% Senior Notes due 2027	600		600
5.875% Senior Notes due 2028	400		400
4.500% Senior Notes due 2029	800		800
4.500% Senior Notes due 2030	800		800
Lease-related financing obligations	94		94
Total debt	3,494		3,594

Less: debt issuance costs	22		23
Long-term debt, net	$	3,472	$	3,571

~~Revolving~~ Credit ~~Agreement~~Facility

~~The Partnership is party to the Credit Facility.~~ As of ~~September 30, 2022,~~March 31, 2023, the balance on the Credit Facility was ~~$704~~$800 million, and $7$7 million in standby letters of credit were outstanding. The unused availability on the Credit Facility at ~~September 30, 2022~~March 31, 2023 was ~~$0.8 billion.~~$693 million. The weighted average interest rate on the total amount outstanding at ~~September 30, 2022~~March 31, 2023 was ~~5.11%~~6.61%. The Partnership was in compliance with all financial covenants at ~~September 30, 2022.~~March 31, 2023.

Contractual Obligations and Commitments

Contractual Obligations. We have contractual obligations that are required to be settled in cash. As of ~~September 30, 2022,~~March 31, 2023, we had ~~$704~~$800 million borrowed on the Credit Facility compared to ~~$581~~$900 million borrowed on the Credit Facility at December 31, ~~2021.~~2022. Further, as of ~~September 30, 2022,~~March 31, 2023, we had ~~$2.6~~$2.60 billion outstanding under our Senior Notes. See Note 6 in the Notes to Consolidated Financial Statements in "Item 1. Financial Statements" for more information on our debt transactions.

We periodically enter into derivatives, such as futures and options, to manage our fuel price risk on inventory in the distribution system. Fuel hedging positions are not significant to our operations. On a consolidated basis, the Partnership had a position of ~~1.8~~2.2 million barrels with an aggregated ~~fair value~~unrealized gain of ~~$5.5~~$1.3 million outstanding at ~~September 30, 2022.~~

~~Properties. Most of our leases are net leases requiring us to pay taxes, insurance and maintenance costs. We believe that no individual leased site is material to us.~~March 31, 2023.

Critical Accounting Estimates

The Partnership's critical accounting estimates are described in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. No significant changes have occurred subsequent to the Form 10-K filing.

Item 3. Quantitative and Qualitative Disclosures about Market Risk


						Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements						13




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						14
Item 3. Quantitative and Qualitative Disclosures about Market Risk						2321
Item 4. Controls and Procedures						2522

PART II – OTHER INFORMATION
Item 1. Legal Proceedings						2623
Item 1A. Risk Factors						2623




Item 6. Exhibits						2623

SIGNATURE						25


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Assets
ASSETS						ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	196	$	25	Cash and cash equivalents	$	189	$	82

Accounts receivable, net	Accounts receivable, net	730		526		Accounts receivable, net	573		890
Receivables from affiliates		10		12
Accounts receivable from affiliates						Accounts receivable from affiliates	17		15
Inventories, net	Inventories, net	776		534		Inventories, net	768		821
Other current assets	Other current assets	151		95		Other current assets	185		175

Total current assets	Total current assets	1,863		1,192		Total current assets	1,732		1,983

Property and equipment	Property and equipment	2,675		2,581		Property and equipment	2,795		2,796
Accumulated depreciation	Accumulated depreciation	(1,007)		(914)		Accumulated depreciation	(1,069)		(1,036)
Property and equipment, net	Property and equipment, net	1,668		1,667		Property and equipment, net	1,726		1,760
Other assets:	Other assets:					Other assets:
Finance lease right-of-use assets, net	Finance lease right-of-use assets, net	9		9		Finance lease right-of-use assets, net	9		9
Operating lease right-of-use assets, net	Operating lease right-of-use assets, net	514		517		Operating lease right-of-use assets, net	524		524
Goodwill	Goodwill	1,588		1,568		Goodwill	1,601		1,601

Intangible assets		990		902
Accumulated amortization		(396)		(360)

Intangible assets, net	Intangible assets, net	594		542		Intangible assets, net	576		588
Other noncurrent assets		209		188
Investment in unconsolidated affiliate		129		132
Other non-current assets						Other non-current assets	258		236
Investment in unconsolidated affiliates						Investment in unconsolidated affiliates	128		129

Total assets	Total assets	$	6,574	$	5,815	Total assets	$	6,554	$	6,830
Liabilities and equity

LIABILITIES AND EQUITY						LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	868	$	515	Accounts payable	$	730	$	966
Accounts payable to affiliates	Accounts payable to affiliates	110		59		Accounts payable to affiliates	125		109

Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	326		291		Accrued expenses and other current liabilities	291		310
Operating lease current liabilities	Operating lease current liabilities	19		19		Operating lease current liabilities	21		21
Current maturities of long-term debt		—		6

Total current liabilities	Total current liabilities	1,323		890		Total current liabilities	1,167		1,406
Operating lease noncurrent liabilities		519		521

Operating lease non-current liabilities						Operating lease non-current liabilities	528		528
Revolving line of credit	Revolving line of credit	704		581		Revolving line of credit	800		900
Long-term debt, net	Long-term debt, net	2,670		2,668		Long-term debt, net	2,672		2,671
Advances from affiliates	Advances from affiliates	117		126		Advances from affiliates	115		116
Deferred tax liability	Deferred tax liability	151		114		Deferred tax liability	159		156
Other noncurrent liabilities		112		104
Other non-current liabilities						Other non-current liabilities	113		111
Total liabilities	Total liabilities	5,596		5,004		Total liabilities	5,554		5,888

Commitments and contingencies (Note 10)	Commitments and contingencies (Note 10)					Commitments and contingencies (Note 10)

Equity:	Equity:					Equity:
Limited partners:	Limited partners:					Limited partners:
Common unitholders (83,763,300 units issued and outstanding as of September 30, 2022 and 83,670,950 units issued and outstanding as of December 31, 2021)		978		811
Class C unitholders - held by subsidiaries (16,410,780 units issued and outstanding as of September 30, 2022 and December 31, 2021)		—		—
Common unitholders (84,060,659 units issued and outstanding as of March 31, 2023 and 84,054,765 units issued and outstanding as of December 31, 2022)						Common unitholders (84,060,659 units issued and outstanding as of March 31, 2023 and 84,054,765 units issued and outstanding as of December 31, 2022)	1,000		942
Class C unitholders - held by subsidiaries (16,410,780 units issued and outstanding as of March 31, 2023 and December 31, 2022)						Class C unitholders - held by subsidiaries (16,410,780 units issued and outstanding as of March 31, 2023 and December 31, 2022)	—		—
Total equity	Total equity	978		811		Total equity	1,000		942
Total liabilities and equity	Total liabilities and equity	$	6,574	$	5,815	Total liabilities and equity	$	6,554	$	6,830


			Number of Units
Number of common units at December 31, ~~2021~~2022			~~83,670,950~~84,054,765

Vested phantom units exercised			~~92,350~~5,894

Number of common units at ~~September 30, 2022~~March 31, 2023			~~83,763,300~~84,060,659


Exhibit No.						Description

3.1						Second Amended and Restated Certificate of Limited Partnership Sunoco LP dated as of May 8, 2018 (Incorporated by reference to ~~Exhibit~~ E xhibit 3.1 of the quarterly report on Form 10-Q (File Number 001-35653) filed by the registrant on May 10, 2018)

3.2						First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP, dated September 25, 2012 (Incorporated by reference to Exhibit ~~3.1~~ 3.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on September 25, 2012)

3.3						Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP (Incorporated by reference to Exhibit 3.2 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on October 28, 2014)

3.4						Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (Incorporated by reference to Exhibit 3.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on August 6, 2015)

3.5						Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (Incorporated by reference to Exhibit 3.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on January 5, 2016)

3.6						Amendment No. 4 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (Incorporated by reference to Exhibit ~~3.2~~ 3.2 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on June 8, 2016)

3.7						Amendment No. 5 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (Incorporated by reference to Exhibit 3.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on March 31, 2017)

3.8						Amendment No. 6 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (Incorporated by reference to Exhibit ~~3.2~~3.2 of the quarterly report on Form 10-Q (File Number 001-35653) filed by the registrant on May 10, 2018)

3.9						Amendment No. 7 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (Incorporated by reference to Exhibit 3.1 of the quarterly report on Form 10-Q (File Number 001-35653) filed by the registrant on August 8, 2019)

3.10						Certificate of Formation of Susser Petroleum Partners GP LLC (Incorporated by reference to Exhibit 3.4 of the registration statement on Form S-1 (File Number 333-182276), as amended, originally filed by the registrant on June 22, 2012)

3.11						Certificate of Amendment to the Certificate of Formation of Susser Petroleum Partners GP LLC (Incorporated by reference to Exhibit 3.3 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on October 28, 2014)

3.12						Amended and Restated Limited Liability Company Agreement of Susser Petroleum Partners GP LLC, dated September 25, 2012 (Incorporated by reference to Exhibit 3.2 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on September 25, 2012)

3.13						Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Susser Petroleum Partners GP LLC (Incorporated by reference to Exhibit 3.4 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on October 28, 2014)

3.14						Amendment No. 2 to the Amended and Restated Limited Liability Company Agreement of Sunoco GP LLC dated as of June 6, 2016 (Incorporated by reference to Exhibit 3.3 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on June 8, 2016)

3.15						Amendment No. 3 to the Amended and Restated Limited Liability Company Agreement of Sunoco GP LLC dated as of May 8, 2018 (Incorporated by reference to Exhibit 3.3 of the quarterly report on Form 10-Q (File Number 001-35653) filed by the registrant on May 10, 2018)


22.1						List of Guarantor and Issuer Subsidiaries (Incorporated by reference to Exhibit ~~22.1~~ 2 2 .1 of the ~~quarterly~~annual report on Form ~~10-Q~~10-K (File Number 001-35653) filed by the registrant on ~~May 5, 2022)~~February 17, 2023)

31.1 *						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act

31.2 *						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act

32.1 **						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

32.2 **						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act



101*						The following financial information from the Partnership’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2022,~~March 31, 2023, formatted in Inline XBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements ~~tagged as blocks of text and including detailed tags~~

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* -						Filed herewith

** -						Furnished herewith


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	September 30, 2022		December 31, 2021
	(in millions)
Contract balances
Contract asset	$	182	$	157
Accounts receivable from contracts with customers	$	631	$	463
Contract liability	$	—	$	—


	September 30,
Lease Term and Discount Rate	2022		2021
Weighted-average remaining lease term (years)
Operating leases	23		22
Finance leases	28		29
Weighted-average discount rate (%)
Operating leases	6	%	6	%
Finance leases	4	%	4	%


	Limited Partners
Payment Date	Per Unit Distribution		Total Cash Distribution		Distribution to IDR Holders
	(in millions, except per unit amounts)
November 18, 2022	$	0.8255	$	69	$	18
August 19, 2022	$	0.8255	$	69	$	18
May 19, 2022	$	0.8255	$	69	$	18
February 18, 2022	$	0.8255	$	69	$	18


	For the Nine Months Ended September 30,
	2022		2021
	(in millions)
Net cash provided by (used in)
Operating activities	$	640	$	512
Investing activities	(326)		(65)
Financing activities	(143)		(456)
Net increase (decrease) in cash and cash equivalents	$	171	$	(9)


	SUNOCO LP

	By	Sunoco GP LLC, its general partner

Date: ~~November 3, 2022~~May 4, 2023	By	/s/ Rick Raymer
		Rick Raymer
		Vice President, Controller and Principal Accounting Officer (In his capacity as principal accounting officer)