-- Reports solid fourth quarter results, including net income of $97
million, Adjusted EBITDA(1) of $706 million excluding one-time
transaction-related expenses(2), and Distributable Cash Flow, as
adjusted(1), of $442 million
-- Completes the acquisition of Parkland Corporation on October 31, 2025.
Results for the fourth quarter and full-year 2025 reflect the impact of
this transaction
-- Completes the acquisition of TanQuid in January 2026
-- Ends 2025 at long-term leverage target of approximately 4 times
-- Delivers eighth consecutive year of growth in Distributable Cash Flow
per common unit
-- Increases quarterly distribution by 1.25%, continues to target annual
distribution growth rate of at least 5% for 2026
DALLAS--(BUSINESS WIRE)--February 17, 2026--
Sunoco LP $(SUN)$ ("SUN" or the "Partnership") and SunocoCorp LLC $(SUNC)$ ("SUNC") today reported financial and operating results for the quarter and year ended December 31, 2025.
Fourth Quarter Financial and Operational Highlights
Net income attributable to SUN for the fourth quarter of 2025 was $97 million compared to $141 million in the fourth quarter of 2024.
Adjusted EBITDA attributable to SUN for the fourth quarter of 2025 was $646 million compared to $439 million in the fourth quarter of 2024. Adjusted EBITDA attributable to SUN for the fourth quarter of 2025 and 2024 included $60 million and $7 million, respectively, of one-time transaction-related expenses.
Distributable Cash Flow, as adjusted, attributable to SUN for the fourth quarter of 2025 was $442 million compared to $261 million in the fourth quarter of 2024.
Adjusted EBITDA attributable to SUN for the Fuel Distribution segment for the fourth quarter of 2025 was $332 million compared to $192 million in the fourth quarter of 2024. Adjusted EBITDA attributable to SUN for the fourth quarter of 2025 included $59 million of one-time transaction-related expenses. The segment sold approximately 3.3 billion gallons of fuel in the fourth quarter of 2025. Fuel margin for all gallons sold was 17.7 cents per gallon for the fourth quarter of 2025.
Adjusted EBITDA attributable to SUN for the Pipeline Systems segment for the fourth quarter of 2025 was $187 million compared to $188 million in the fourth quarter of 2024. Adjusted EBITDA attributable to SUN for the fourth quarter of 2024 included $5 million of one-time transaction-related expenses. The segment averaged throughput volumes of approximately 1.4 million barrels per day in the fourth quarter of 2025.
Adjusted EBITDA attributable to SUN for the Terminals segment for the fourth quarter of 2025 was $87 million compared to $59 million in the fourth quarter of 2024. Adjusted EBITDA attributable to SUN for the fourth quarter of 2024 included $2 million of one-time transaction-related expenses. The segment averaged throughput volumes of approximately 715 thousand barrels per day in the fourth quarter of 2025.
Adjusted EBITDA attributable to SUN for the Refinery segment for the fourth quarter of 2025 was $40 million. Adjusted EBITDA attributable to SUN for the fourth quarter of 2025 included $1 million of one-time transaction-related expenses. The segment averaged crude throughput volumes of approximately 49 thousand barrels per day in the fourth quarter of 2025.
Full-Year Financial Highlights
Net income attributable to SUN for the year ended December 31, 2025 was $527 million compared to $866 million in 2024.
Adjusted EBITDA attributable to SUN for the year ended December 31, 2025 was $2.05 billion compared to $1.46 billion in 2024. Adjusted EBITDA attributable to SUN for the years ended December 31, 2025 and December 31, 2024 included $77 million and $106 million, respectively, of one-time transaction-related expenses.
Distributable Cash Flow, as adjusted, attributable to SUN for the year ended December 31, 2025 was $1.38 billion compared to $1.08 billion in 2024.
Distribution
On January 27, 2026, SUN declared a distribution for the fourth quarter of 2025 of $0.9317 per common unit, or $3.7268 on an annualized basis. This represents an increase of approximately 1.25%, or $0.0115 per unit, as compared with the quarter ended September 30, 2025.
This is the fifth consecutive quarterly increase in SUN's distribution and is consistent with SUN's capital allocation strategy which includes a multi-year distribution growth rate of at least 5%.
SUNC declared a distribution for the fourth quarter of 2025 of $0.9317 per common unit, or $3.7268 on an annualized basis.
The SUN and SUNC quarterly distributions will be paid on February 19, 2026, to holders of the representative securities of record on February 6, 2026.
Liquidity and Leverage
At December 31, 2025, SUN had long-term debt of approximately $13.4 billion and approximately $2.5 billion of liquidity remaining on its revolving credit facility. SUN's leverage ratio of net debt to Adjusted EBITDA, calculated in accordance with its revolving credit facility, was approximately 4.0 times at the end of the fourth quarter.
Capital Spending
SUN's total capital expenditures in the fourth quarter of 2025 were $233 million, which includes $130 million of growth capital and $103 million of maintenance capital. This includes the Partnership's proportionate share of capital expenditures related to its joint ventures with Energy Transfer.
SUN's total capital expenditures for the year ended December 31, 2025 were $651 million, which includes $440 million of growth capital and $211 million of maintenance capital. This includes the Partnership's proportionate share of capital expenditures related to its joint ventures with Energy Transfer.
SUN's segment results and other supplementary data are provided after the financial tables below.
SunocoCorp LLC
SUNC owns a limited partner interest in SUN. SUNC consolidates SUN's results into its financial statements, which is reflected in the consolidated balance sheets and condensed consolidated statements of operations tables attached hereto.
(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 "Supplemental Information" 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) Transaction-related expenses include certain one-time expenses incurred
with acquisitions. The Partnership's definition of Adjusted EBITDA
includes transaction-related expenses. However, given the magnitude of
the completed and pending acquisitions during the periods presented, as
well as the expenses related to those transactions, the Partnership is
reporting Adjusted EBITDA excluding these expenses in order to portray
the Partnership's performance for the period without the impact of these
one-time items.
Earnings Conference Call
Sunoco LP management will hold a conference call on Tuesday, February 17, 2026, at 9:00 a.m. Central Time (10:00 a.m. Eastern Time) to discuss results and recent developments. The conference call will be broadcast live via an internet webcast, which can be accessed in the Investor Relations section of Sunoco's website at www.sunocolp.com under Webcasts and Presentations. The call will also be available for replay on the Partnership's website for a limited time.
About Sunoco
Sunoco LP is a leading energy infrastructure and fuel distribution master limited partnership operating across 32 countries and territories in North America, the Greater Caribbean, and Europe. The Partnership's midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 160 terminals. This critical infrastructure complements the Partnership's fuel distribution operations, which distribute over 15 billion gallons annually to approximately 11,000 Sunoco and partner-branded retail locations, as well as independent dealers and commercial customers. SUN's general partner is owned by Energy Transfer LP (NYSE: ET).
SunocoCorp LLC is a publicly traded limited liability company that owns a limited partner interest in Sunoco LP.
SUN and SUNC are headquartered in Dallas, Texas. More information is available at www.sunocolp.com
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, including future distribution levels, 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
-- Financial Schedules Follow --
SUNOCO LP
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
(unaudited)
--------------------------------------------------------------------------
December 31, December 31,
2025 2024
-------------- ----------------
ASSETS
Current assets:
Cash and cash equivalents $ 891 $ 94
Accounts receivable, net 1,972 1,162
Inventories, net 2,383 1,068
Other current assets 270 141
--------- ---------
Total current assets 5,516 2,465
Property, plant and equipment 15,256 8,914
Accumulated depreciation (1,848) (1,240)
--------- ---------
Property, plant and equipment, net 13,408 7,674
Other assets:
Operating lease right-of-use assets,
net 1,449 477
Goodwill 3,026 1,477
Intangible assets, net 2,411 547
Other non-current assets 928 400
Investments in unconsolidated
affiliates 1,624 1,335
--------- ---------
Total assets $ 28,362 $ 14,375
========= =========
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 2,485 $ 1,255
Accounts payable to affiliates 331 199
Accrued expenses and other current
liabilities 953 457
Operating lease current liabilities 211 34
Current maturities of long-term debt 17 2
--------- ---------
Total current liabilities 3,997 1,947
Operating lease non-current liabilities 1,255 479
Long-term debt, net 13,372 7,484
Advances from affiliates 78 82
Deferred tax liabilities 1,139 157
Other non-current liabilities 512 158
--------- ---------
Total liabilities 20,353 10,307
Commitments and contingencies
Equity:
Limited partners:
Preferred unitholders (1,500,000
units issued and outstanding as of
December 31, 2025) 1,507 --
Common unitholders (136,866,854
and 136,228,535 units issued and
outstanding as of December 31,
2025 and 2024, respectively) 3,970 4,066
Class C unitholders - held by
subsidiary (16,410,780 units
issued and outstanding as of
December 31, 2025 and 2024) -- --
Class D unitholder (51,517,198
units issued and outstanding as of
December 31, 2025) 2,538 --
Accumulated other comprehensive
income (loss) (6) 2
--------- ---------
Total equity 8,009 4,068
--------- ---------
Total liabilities and equity $ 28,362 $ 14,375
========= =========
SUNOCO LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per unit data)
(unaudited)
----------------------------------------------------------------------------------
Three Months Ended December
31, Year Ended December 31,
---------------------------- ------------------------------
2025 2024 2025 2024
----------- ----------- ----------- -----------
REVENUES $ 8,600 $ 5,269 $ 25,201 $ 22,693
COSTS AND EXPENSES:
Cost of sales
(excluding items
shown separately
below) 7,676 4,644 22,409 20,595
Operating
expenses 315 172 765 545
General and
administrative 156 52 296 277
Lease expense 60 19 114 72
(Gain) loss on
disposal of
assets and
impairment
charges (10) (7) (6) 45
Depreciation,
amortization and
accretion 219 152 688 368
----------- ----------- ----------- -----------
Total cost of
sales and
operating
expenses 8,416 5,032 24,266 21,902
OPERATING INCOME 184 237 935 791
OTHER INCOME
(EXPENSE):
Interest expense,
net (166) (117) (541) (391)
Equity in
earnings of
unconsolidated
affiliates 40 25 143 60
Gain (loss) on
West Texas Sale -- (12) -- 586
Loss on
extinguishment
of debt -- -- (31) (2)
Other, net 85 12 83 5
----------- ----------- ----------- -----------
INCOME BEFORE INCOME
TAXES 143 145 589 1,049
Income tax
expense 46 4 62 175
----------- ----------- ----------- -----------
NET INCOME 97 141 527 874
Less: Net income
attributable to
noncontrolling
interests -- -- -- 8
----------- ----------- ----------- -----------
NET INCOME
ATTRIBUTABLE TO
PARTNERS 97 141 527 866
Less: Preferred
unitholders'
interest in net
income 30 -- 34 --
Less: Class D
unitholder's
interest in net
income (loss) (9) -- (9) --
----------- ----------- ----------- -----------
NET INCOME
ATTRIBUTABLE TO
COMMON UNITS $ 76 $ 141 $ 502 $ 866
=========== =========== =========== ===========
NET INCOME (LOSS)
PER COMMON UNIT:
Basic $ 0.09 $ 0.76 $ 2.29 $ 6.04
Diluted $ 0.09 $ 0.75 $ 2.28 $ 6.00
WEIGHTED AVERAGE
COMMON UNITS
OUTSTANDING:
Basic 136,658,561 136,038,591 136,492,204 118,529,390
Diluted 137,416,746 136,870,335 137,198,218 119,342,038
CASH DISTRIBUTION
PER COMMON UNIT $ 0.9317 $ 0.8865 $ 3.6583 $ 3.5133
SUNOCO LP
SUPPLEMENTAL INFORMATION
(Dollars and units in millions)
(unaudited)
----------------------------------------------------------------
Three Months Ended Year Ended
December 31, December 31,
------------------- ------------------
2025 2024 2025 2024
----- ----- ----- -----
Net income $ 97 $ 141 $ 527 $ 874
Depreciation,
amortization and
accretion 219 152 688 368
Interest expense,
net 166 117 541 391
Non-cash unit-based
compensation
expense 5 5 19 17
(Gain) loss on
disposal of assets
and impairment
charges (10) (7) (6) 45
Loss on
extinguishment of
debt -- -- 31 2
Unrealized (gains)
losses on commodity
derivatives (18) 4 (11) 12
Inventory valuation
adjustments 187 (13) 156 86
Equity in earnings
of unconsolidated
affiliates (40) (25) (143) (60)
Adjusted EBITDA
related to
unconsolidated
affiliates 62 48 221 101
(Gain) loss on West
Texas Sale -- 12 -- (586)
Other non-cash
adjustments (68) 1 (38) 32
Income tax expense 46 4 62 175
----- ----- ----- -----
Adjusted EBITDA (1) 646 439 2,047 1,457
Transaction-related
expenses 60 7 77 106
----- ----- ----- -----
Adjusted EBITDA (1) ,
excluding
transaction-related
expenses $ 706 $ 446 $2,124 $1,563
===== ===== ===== =====
Adjusted EBITDA (1) $ 646 $ 439 $2,047 $1,457
Adjusted EBITDA
related to
unconsolidated
affiliates (62) (48) (221) (101)
Distributable cash
flow from
unconsolidated
affiliates 59 43 210 93
Series A Preferred
Units
distributions (30) -- (34) --
Cash interest
expense (158) (114) (514) (369)
Current income tax
expense (11) (5) (25) (189)
Transaction-related
income taxes -- (3) -- 179
Maintenance capital
expenditures (2) (100) (58) (200) (124)
----- ----- ----- -----
Distributable Cash Flow 344 254 1,263 946
----- ----- ----- -----
Transaction-related
expenses and
adjustments (3) 98 7 115 135
----- ----- ----- -----
Distributable Cash
Flow, as adjusted (1) $ 442 $ 261 $1,378 $1,081
===== ===== ===== =====
Distributions to
Partners:
Limited Partners $ 176 $ 121 $ 548 $ 478
General Partner 60 37 182 145
----- ----- ----- -----
Total distributions
to be paid to
partners $ 236 $ 158 $ 730 $ 623
===== ===== ===== =====
Limited Partner units
outstanding - end of
period (4) 188.4 136.2 188.4 136.2
(1) Adjusted EBITDA is defined as earnings before net interest expense,
income taxes, depreciation, amortization and accretion expense, non-cash
unit-based compensation expense, gains and losses on disposal of assets,
non-cash impairment charges, losses on extinguishment of debt, unrealized
gains and losses on commodity derivatives, inventory valuation
adjustments, certain foreign currency transaction gains and losses and
certain other operating expenses reflected in net income that we do not
believe are indicative of ongoing core operations. We define
Distributable Cash Flow as Adjusted EBITDA less preferred unit
distributions, 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. For Distributable Cash Flow, as adjusted,
certain transaction-related adjustments and non-recurring expenses are
excluded. 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
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, amortization and accretion are non-cash charges,
the assets being depreciated, amortized and accreted 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, amortization, accretion 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 valuation adjustments that are excluded from the
calculation of Adjusted EBITDA represent changes in lower of cost or
market reserves on the Partnership's inventory. These amounts are
unrealized valuation adjustments applied to fuel volumes remaining in
inventory at the end of the period.
(2) For the years ended December 31, 2025 and 2024, excludes $11 million and
$8 million, respectively, for our proportionate share of maintenance
capital expenditures related to our investments in unconsolidated
affiliates, as these amounts are included in "Distributable cash flow
from unconsolidated affiliates." For three months ended December 31, 2025
and 2024, excludes $3 million and $8 million, respectively, for our
proportionate share of maintenance capital expenditures related to our
investments in ET-S Permian and J.C. Nolan, as these amounts are included
in "Distributable cash flow from unconsolidated affiliates."
(3) For the years ended December 31, 2025 and 2024, SUN incurred $77 million
and $106 million of transaction-related expenses, respectively. For the
three months ended December 31, 2025 and 2024, SUN incurred $60 million
and $7 million of transaction-related expenses, respectively. For the
year ended and three months ended December 31, 2025 calculation of
Distributable Cash Flow, as adjusted, transaction-related expenses and
adjustments include these transaction-related expenses, as well as $38
million of Distributable Cash Flow attributable to the operations of
Parkland for October 1, 2025 through the acquisition date, which
represents amounts distributable to SUN's common unitholders (including
the holders of the units issued in the Parkland acquisition) with respect
to the fourth quarter 2025 distribution. For the year ended December 31,
2024 calculation of Distributable Cash Flow, as adjusted,
transaction-related expenses and adjustments include these
transaction-related expenses, as well as $29 million of Distributable
Cash Flow attributable to the operations of NuStar for April 1, 2024
through the acquisition date, which represents amounts distributable to
SUN's common unitholders (including the holders of the common units
issued in the NuStar acquisition) with respect to the second quarter 2024
distribution.
(4) Limited Partner units outstanding at the end of period includes 136.9
million common units and 51.5 million Class D units.
SUNOCO LP
SUMMARY ANALYSIS OF QUARTERLY RESULTS BY SEGMENT
(Tabular dollar amounts in millions)
(unaudited)
----------------------------------------------------------------------------
Three Months Ended December 31,
-------------------------------------
2025 2024
---- ------------ --- ------------
Segment Adjusted EBITDA:
Fuel Distribution $ 332 $ 192
Pipeline Systems 187 188
Terminals 87 59
Refinery 40 --
---- ------------ --- ------------
Adjusted EBITDA 646 439
Transaction-related expenses 60 7
---- ------------ --- ------------
Adjusted EBITDA, excluding
transaction-related expenses $ 706 $ 446
==== ============ === ============
The following analysis of segment operating results includes a measure of segment profit. Segment profit is a non-GAAP financial measure and is presented herein to assist in the analysis of segment operating results and particularly to facilitate an understanding of the impacts that changes in sales revenues have on the segment performance measure of Segment Adjusted EBITDA. Segment profit is similar to the GAAP measure of gross profit, except that segment profit excludes charges for depreciation, amortization and accretion. The most directly comparable measure to segment profit is gross profit.
The following table presents a reconciliation of segment profit to gross profit:
Three Months Ended December 31,
-------------------------------------
2025 2024
---- ------------ --- ------------
Fuel Distribution segment profit $ 562 $ 302
Pipeline Systems segment profit 192 203
Terminals segment profit 130 120
Refinery segment profit 40 --
---- ------------ --- ------------
Total segment profit 924 625
Depreciation, amortization and
accretion, excluding corporate and
other 218 151
---- ------------ --- ------------
Gross profit $ 706 $ 474
==== ============ === ============
Fuel Distribution
Three Months Ended December 31,
-------------------------------------
2025 2024
--- ------------- --- ------------
Motor fuel gallons sold (millions) 3,314 2,151
Motor fuel profit cents per gallon(1) 17.7 10.6
Fuel profit $ 419 $ 239
Non-fuel profit 103 35
Lease profit 40 28
--- ------------- --- ------------
Fuel Distribution segment profit $ 562 $ 302
Expenses $ 398 $ 120
Segment Adjusted EBITDA $ 332 $ 192
Transaction-related expenses 59 --
--- ------------- --- ------------
Segment Adjusted EBITDA, excluding
transaction-related expenses $ 391 $ 192
=== ============= === ============
(1) Excludes the impact of inventory valuation adjustments consistent with
the definition of Adjusted EBITDA.
Volumes. For the three months ended December 31, 2025 compared to the same period last year, volumes increased primarily due to the Parkland acquisition, growth from investments and profit optimization strategies.
Segment Adjusted EBITDA. For the three months ended December 31, 2025 compared to the same period last year, Segment Adjusted EBITDA related to our Fuel Distribution segment increased due to the net impact of the following:
-- an increase of $417 million in segment profit (excluding unrealized
gains and losses on commodity derivatives and inventory valuation
adjustments) related to a 54% increase in volumes sold and increase in
profit per gallon sold primarily due to the Parkland acquisition;
partially offset by
-- an increase of $278 million in expenses primarily due to the Parkland
acquisition and other acquisitions.
Pipeline Systems
Three Months Ended December 31,
-------------------------------------
2025 2024
--- ------------- --- ------------
Pipelines throughput (thousand
barrels per day) 1,371 1,395
Pipeline Systems segment profit $ 192 $ 203
Expenses $ 65 $ 64
Segment Adjusted EBITDA $ 187 $ 188
Transaction-related expenses -- 5
--- ------------- --- ------------
Segment Adjusted EBITDA, excluding
transaction-related expenses $ 187 $ 193
=== ============= === ============
Volumes. For the three months ended December 31, 2025 compared to the same period last year, the decrease in throughput volumes reflected the impact of refinery turnarounds in the current period and overall system demand.
Segment Adjusted EBITDA. For the three months ended December 31, 2025 compared to the same period last year, Segment Adjusted EBITDA related to our Pipeline Systems segment decreased due to the net impact of the following:
-- an $11 million decrease in segment profit primarily due to refinery
turnarounds in the current period and overall system demand; and
-- a $1 million increase in operating costs; offset by
-- an $11 million increase in Adjusted EBITDA related to ET-S Permian.
Terminals
Three Months Ended December 31,
-------------------------------------
2025 2024
---- ------------ --- ------------
Throughput (thousand barrels per day) 715 593
Terminals segment profit $ 130 $ 120
Expenses $ 62 $ 59
Segment Adjusted EBITDA $ 87 $ 59
Transaction-related expenses -- 2
---- ------------ --- ------------
Segment Adjusted EBITDA, excluding
transaction-related expenses $ 87 $ 61
==== ============ === ============
Volumes. For the three months ended December 31, 2025 compared to the same period last year, volumes increased due to the Parkland acquisition.
Segment Adjusted EBITDA. For the three months ended December 31, 2025 compared to the same period last year, Segment Adjusted EBITDA related to our Terminals segment increased primarily due to the following:
-- a $29 million increase in segment profit (excluding inventory valuation
adjustments) primarily due to the Parkland acquisition, favorable margins
from transmix activities, new customer activity in Europe and favorable
ad valorem tax credits in 2025.
Refinery
Three Months Ended December 31,
---------------------------------------
2025 2024
--- ----------- ----- ----------
Crude utilization 90% --
Composite utilization 91% --
Crude throughput (thousand barrels
per day) 49 --
Bio-feedstock throughput (thousand
barrels per day) 1 --
Refinery segment profit $ 40 $ --
Expenses $ 6 $ --
Segment Adjusted EBITDA $ 40 $ --
Transaction-related expenses 1 --
--- ----------- ----- ----------
Segment Adjusted EBITDA, excluding
transaction-related expenses $ 41 $ --
=== =========== ===== ==========
Volumes. For the three months ended December 31, 2025 compared to the same period last year, volumes increased due to the Parkland acquisition.
Segment Adjusted EBITDA. For the three months ended December 31, 2025 compared to the same period last year, Segment Adjusted EBITDA related to our Refinery segment increased primarily due to the acquisition of Parkland.
Expenses. For the three months ended December 31, 2025, expenses excluded certain direct costs of labor, maintenance expenses, utilities, and other direct operating costs which are included in cost of sales.
SUNOCOCORP LLC FINANCIAL INFORMATION
The following section provides financial information for SUNC. SUNC's separate financial statements will reflect SUN on a consolidated basis for all periods; accordingly, the information below reflects SUN on a consolidated basis for the entire period.
SUNOCOCORP LLC
CONSOLIDATED BALANCE SHEET
(Dollars in millions)
(unaudited)
December 31, 2025
---------------------
ASSETS
Current assets:
Cash and cash equivalents $ 891
Accounts receivable, net 1,972
Inventories, net 2,383
Other current assets 270
--- ------------
Total current assets 5,516
Property, plant and equipment 15,256
Accumulated depreciation (1,848)
--- ------------
Property, plant and equipment, net 13,408
Other assets:
Operating lease right-of-use assets, net 1,449
Goodwill 3,026
Intangible assets, net 2,411
Other non-current assets 928
Investments in unconsolidated affiliates 1,624
--- ------------
Total assets $ 28,362
=== ============
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 2,485
Accounts payable to affiliates 331
Accrued expenses and other current liabilities 953
Operating lease current liabilities 211
Current maturities of long-term debt 17
--- ------------
Total current liabilities 3,997
Operating lease non-current liabilities 1,255
Long-term debt, net 13,372
Advances from affiliates 78
Deferred tax liabilities 1,135
Other non-current liabilities 512
--- ------------
Total liabilities 20,349
--- ------------
Commitments and contingencies
Equity:
Common unitholders (51,517,198 units issued and
outstanding as of December 31, 2025) 2,542
Accumulated other comprehensive loss (6)
--- ------------
Total Members' Equity 2,536
Predecessor equity, including accumulated other
comprehensive income --
Noncontrolling interests 5,477
--- ------------
Total equity 8,013
--- ------------
Total liabilities and equity $ 28,362
=== ============
SUNOCOCORP LLC
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in millions, except per unit data)
(unaudited)
Three Months
Ended
December 31,
-----------------
2025
----------
REVENUES $ 8,600
COSTS AND EXPENSES:
Cost of sales (excluding items shown separately below) 7,676
Operating expenses 315
General and administrative 156
Lease expense 60
Gain on disposal of assets and impairment charges (10)
Depreciation, amortization and accretion 219
----------
Total cost of sales and operating expenses 8,416
----------
OPERATING INCOME 184
OTHER INCOME (EXPENSE):
Interest expense, net (166)
Equity in earnings of unconsolidated affiliates 40
Other, net 85
----------
INCOME BEFORE INCOME TAXES 143
Income tax expense 42
----------
NET INCOME 101
Less: Net income attributable to predecessor equity 37
Less: Net income attributable to noncontrolling
interests 69
----------
NET LOSS ATTRIBUTABLE TO MEMBERS $ (5)
==========
NET LOSS PER COMMON UNIT
Common units - basic $ (0.10)
Common units - diluted $ (0.10)
WEIGHTED AVERAGE COMMON UNITS OUTSTANDING (from the
issuance date of October 31, 2025)
Common units - basic 51,517,198
Common units - diluted 51,517,198
CASH DISTRIBUTION PER COMMON UNIT $ 0.9317
SUNOCOCORP LLC
SUPPLEMENTAL INFORMATION
(Dollars and units in millions)
(unaudited)
------------------------------------------------------------------------------
Three Months
Ended
December 31,
-----------------
2025
--- --------
Net income $ 101
Depreciation, amortization and accretion 219
Interest expense, net 166
Non-cash unit-based compensation expense 5
Gain on disposal of assets and impairment charges (10)
Unrealized gains on commodity derivatives (18)
Inventory valuation adjustments 187
Equity in earnings of unconsolidated affiliates (40)
Adjusted EBITDA related to unconsolidated affiliates 62
Other non-cash adjustments (68)
Income tax expense 42
--- --------
Adjusted EBITDA (1) 646
Transaction-related expenses 60
--- --------
Adjusted EBITDA (1) , excluding transaction-related
expenses $ 706
=== ========
Adjusted EBITDA (1) $ 646
Adjusted EBITDA related to unconsolidated affiliates (62)
Distributable cash flow from unconsolidated affiliates 59
Series A Preferred Units distributions (30)
Cash interest expense (158)
Current income tax expense (11)
Maintenance capital expenditures (2) (100)
--- --------
Distributable Cash Flow (consolidated) 344
Distributable Cash Flow from Sunoco LP (344)
Distributions from Sunoco LP 48
--- --------
Distributable Cash Flow attributable to the common
unitholders of SunocoCorp $ 48
=== ========
Distributions to common unitholders $ 48
Common units outstanding - end of period 51.5
(1) Adjusted EBITDA is defined as earnings before net interest expense,
income taxes, depreciation, amortization and accretion expense, non-cash
unit-based compensation expense, gains and losses on disposal of assets,
non-cash impairment charges, losses on extinguishment of debt, unrealized
gains and losses on commodity derivatives, inventory valuation
adjustments, certain foreign currency transaction gains and losses and
certain other operating expenses reflected in net income that we do not
believe are indicative of ongoing core operations. We define
Distributable Cash Flow as Adjusted EBITDA less preferred unit
distributions, 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. On a consolidated basis, Distributable Cash
Flow includes 100% of the Distributable Cash Flow of Sunoco LP; however,
given the existence of noncontrolling interests in Sunoco LP, the
Distributable Cash Flow generated by Sunoco LP is not available in its
entirety to be distributed to SunocoCorp's unitholders. In order to
reflect the cash flows available for distribution to SunocoCorp's
unitholders, we have reported for SunocoCorp Distributable Cash Flow
attributable to its common unitholders, which reflects distributions to
be received by SunocoCorp from Sunoco LP. We believe Adjusted EBITDA and
Distributable Cash Flow are useful to SunocoCorp's investors in
evaluating its 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 Distributable Cash Flow 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 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 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, amortization and accretion are non-cash charges, the assets
being depreciated, amortized and accreted 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, 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, amortization,
accretion 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 valuation adjustments that
are excluded from the calculation of Adjusted EBITDA represent changes in
lower of cost or market reserves on the Sunoco LP's inventory. These
amounts are unrealized valuation adjustments applied to fuel volumes
remaining in inventory at the end of the period.
(2) For the three months ended December 31, 2025 excludes $3 million for our
proportionate share of maintenance capital expenditures related to Sunoco
LP's investments in its unconsolidated affiliates, as these amounts are
included in "Distributable cash flow from unconsolidated affiliates."
View source version on businesswire.com: https://www.businesswire.com/news/home/20260217237391/en/
CONTACT: Investors:
Scott Grischow, Treasurer, Senior Vice President -- Finance
(214) 840-5660, scott.grischow@sunoco.com
Brian Brungardt, Director -- Investor Relations
(214) 840-5437, brian.brungardt@sunoco.com
Media:
Chris Cho, Senior Manager -- Communications
(469) 646-1647, chris.cho@sunoco.com
(END) Dow Jones Newswires
February 17, 2026 07:00 ET (12:00 GMT)