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(Tabular dollar amounts, except 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, 2025 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 Measure 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 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,” “could,” “expect,” “anticipate,” “intend,” “forecast,” “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 integrate acquisitions from affiliates or third parties, including the ability to successfully integrate Parkland's business;
•business strategy and operations of 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;
•any acceleration of the domestic and/or international transition to a low carbon economy as a result of policy changes 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, 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, new, increased and reciprocal tariffs and associated central bank monetary policies;
•environmental, tax and other federal, state and local laws and regulations;
•the macroeconomic, regulatory or other potential effects of a prolonged government shutdown;
•changes to, and the application of, regulation of tariff rates and operational requirements related to our joint ventures’ and subsidiaries’ interstate and intrastate pipelines, including the impact on the raw materials;
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•political and economic conditions and events in the U.S. and in foreign oil, natural gas and NGL producing countries, including embargoes, political and regulatory changes implemented by the Trump Administration and foreign investments, continued hostilities in the Middle East, including the Israel-Hamas conflict, conflict with Iran and other sustained military campaigns, the armed conflict in Ukraine and associated economic sanctions on Russia, conditions in South America, including most recently in Venezuela, Central America and China and acts of terrorism or sabotage;
•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 ability to successfully identify and consummate strategic acquisitions at purchase prices that are accretive to our financial results and to successfully integrate acquired businesses;
•our reliance on senior management, supplier trade credit and information technology; and
•our partnership structure, which may create conflicts of interest between us and our General Partner and its affiliates, and limits the fiduciary duties of our General Partner and its affiliates.
All forward-looking statements, expressed or implied, are expressly qualified in their entirety by the foregoing cautionary statements.
Many of the foregoing risks and uncertainties are, and will be, heightened by 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, our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 19, 2026 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 “Part II - 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, 2025, filed with the SEC on February 19, 2026. 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.
Overview
As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the terms “Partnership,” “we,” “us” or “our” should be understood to refer to Sunoco LP and its consolidated subsidiaries, unless the context clearly indicates otherwise.
We are a Texas master limited partnership primarily engaged in energy infrastructure and distribution of motor fuels across 33 countries and territories in North America, the Greater Caribbean and Europe. Our midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 170 terminals. Our fuel distribution operations distribute over 15 billion gallons annually to approximately 11,000 Sunoco and partner branded locations, as well as independent dealers and commercial customers.
Recent Developments
TanQuid Acquisition
On January 16, 2026, the Partnership completed the acquisition of TanQuid for €206 million ($239 million) and assumed debt with a fair value of €298 million ($346 million as of January 16, 2026). TanQuid owns and operates 15 fuel terminals in Germany and one fuel terminal in Poland. The transaction was funded using cash on hand and amounts available under the Partnership's Credit Facility.
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Delta Acquisition
On April 1, 2026, the Partnership completed the acquisition of Delta for approximately $81 million, excluding cash acquired and net working capital.. Delta owns and operates terminals and fuel distribution assets across five Caribbean markets. The transaction was funded using cash on hand and amounts available under the Partnership's Credit Facility.
Other Acquisitions
In the first and second quarters of 2026, the Partnership completed other acquisitions for total cash consideration of approximately $50 million and $22 million, respectively, plus working capital. These transactions were accounted for as asset acquisitions.
On August 5, 2026, the Partnership entered into a definitive agreement to acquire a U.S.-based fuel distribution network in an all-cash transaction valued at approximately $600 million. The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions.
Regulatory Update
OECD Pillar Two Global Minimum Tax
The acquisition of Parkland brought Sunoco into the scope of the Pillar Two global minimum tax regime. Several jurisdictions in which Sunoco now operates have enacted legislation implementing the Organization for Economic Co-operation and Development (“OECD”) Pillar Two global minimum tax framework. These rules generally impose a 15% minimum top-up tax on the profits of large multinational enterprises. Sunoco estimates its Pillar Two global minimum tax expense to be immaterial in 2026 and has not accrued any current tax expense related to Pillar Two during the six months ended June 30, 2026.
On January 5, 2026, the OECD released new guidance that provides relief for U.S. parented multinationals and establishes a side-by-side framework for the U.S. tax system to coexist with Pillar Two global minimum tax. Effective for fiscal years beginning on or after January 1, 2026, U.S. parented multinationals would be exempt from the main charging provisions of Pillar Two. Sunoco will continue to estimate and potentially accrue Pillar Two global minimum tax until the relevant jurisdictions in which Sunoco operates enact the side-by-side framework into law.
Interstate Common Carrier Regulation
In December 2020, the FERC issued an order setting the indexed rate at the Producer Price Index for Finished Goods (PPI-FG) plus 0.78% during the five-year period commencing July 1, 2021 and ending June 30, 2026. The FERC received requests for rehearing of its December 17, 2020 order and on January 20, 2022, granted rehearing and modified the oil index. Specifically, for the five-year period commencing July 1, 2021 and ending June 30, 2026, FERC-regulated liquids pipelines charging indexed rates were permitted to adjust their indexed ceilings annually by PPI-FG minus 0.21%. The FERC directed liquids pipelines to recompute their ceiling levels for July 1, 2021 through June 30, 2022, as well as the ceiling levels for the period July 1, 2022 through June 30, 2023, based on the new index level. Where an oil pipeline’s filed rates exceeded its ceiling levels, the FERC ordered such oil pipelines to reduce the rate to bring it into compliance with the recomputed ceiling level to be effective March 1, 2022. Some parties sought rehearing of the January 20, 2022 order with the FERC, which was denied by the FERC on May 6, 2022. Certain parties appealed the January 20 and May 6 orders. On July 26, 2024, the D.C. Circuit ruled in LEPA v. FERC that the FERC violated the Administrative Procedure Act because the January 20, 2022 order modified the index without following notice and comment. As a result, the D.C. Circuit vacated the January 20, 2022 order and on September 17, 2024, the FERC reinstated the index level established by its original December 17, 2020 order, directed pipelines to file an informational filing to show their recomputed ceiling levels reflecting the reinstated index level and stated that pipelines could file to prospectively increase their indexed rates to their recomputed levels. On October 17, 2024, the FERC issued a Supplemental Notice of Proposed Rulemaking (“Supplemental NOPR”) that proposed a reduction to the then-effective index by one percent.
On November 20, 2025, the FERC withdrew the Supplemental NOPR and confirmed that the PPI-FG-0.78% index established in its December 17, 2020 order will remain in effect through June 30, 2026. On the same day, the FERC issued an Order Denying Rehearing of the Reinstatement Order and Granting Remedial Relief (“Remedial Relief Order”), which granted remedial relief to liquids pipelines for the period of March 1, 2022 to September 17, 2024 (the “Locked-In Period”), when the lower index was effective under the order vacated by the D.C. Circuit in LEPA v. FERC, but only if such pipelines charged the maximum rate allowed under the applicable index ceiling during the relevant time period. Parties have since filed requests for clarification or rehearing, as well as court appeals, to determine whether pipelines may recover rate differences in other scenarios. Those requests and appeals remain pending.
Also on November 20, 2025, the FERC issued a Notice of Proposed Rulemaking on the 2026 Five-Year Oil Pipeline Index (“2026 Index NOPR”), proposing to use the Producer Price Index for Finished Goods (“PPI-FG”) minus 1.42% as the index level beginning July 1, 2026 to June 30, 2031. The NOPR proceeded through the standard notice-and-comment process, with comments submitted in late 2025 and early 2026.
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On December 18, 2025, the FERC issued an Order Denying Petition for Emergency Relief (“Emergency Relief Order Denial”), which denied a petition requesting emergency relief from invoices issued by a liquid pipeline company to recover amounts of indexed rates for the Locked-In Period and explained that, consistent with the Remedial Relief Order, pipelines that charged the maximum rates permitted under the FERC’s now-vacated January 20, 2022 rehearing order during the Locked-In Period may invoice shippers to recover the amounts that would have been chargeable under the December 17, 2020 order.
In January 2026, multiple shippers filed petitions for review at the D.C. Circuit challenging the FERC’s November 20, 2025 orders, including the (i) Remedial Relief Order, (ii) Order Terminating Supplemental NOPR, and (iii) Emergency Relief Order Denial. These appeals are pending.
On April 24, 2026, the FERC issued an order setting the indexed rate at PPI-FG minus 0.55% during the five-year period commencing July 1, 2026 through June 30, 2031 (“Index Order”). Following issuance of the final rule on April 24, 2026, shippers and other parties filed petitions for review with the D.C. Circuit challenging the Index Order. Those petitions are pending.
Separately, on December 15, 2022, the FERC had issued a Proposed Policy Statement on Oil Pipeline Affiliate Committed Service, which addressed whether a contract for committed transportation service complies with the Interstate Commerce Act (“ICA”) where the only shipper to obtain the committed service is an affiliate of the regulated entity. The proposed policy statement would have created a rebuttable presumption that affiliate contracts are unduly discriminatory and not just and reasonable in certain circumstances and required a pipeline to produce additional evidentiary support for affiliate contracts rates and terms. On February 19, 2026, the FERC withdrew the proposed policy statement on the basis that the record contained insufficient evidence of discriminatory open season terms and conditions to merit an industry-wide policy statement. The FERC noted, however, that it would continue to address issues related to affiliated-only committed service in individual proceedings.
On May 21, 2026, the FERC issued a notice of proposed rulemaking to revise its blanket certificate regulations to expand the scope and scale of projects that interstate natural gas pipelines may construct without a case-specific authorization order and to increase the cost limits for such projects, among other changes.
Regulation of Intrastate Crude Oil and Products Pipelines
In addition to federally regulated body oversight, various states, including Colorado, Kansas, Louisiana, North Dakota and Texas, maintain commissions focused on the rates and practices of common carrier pipelines offering services within their borders. Although the applicable state statutes and regulations vary, they generally require that intrastate pipelines publish tariffs setting forth all rates, rules and regulations applying to intrastate service, and generally require that pipeline rates and practices be just, reasonable and nondiscriminatory.
Shippers may challenge tariff rates, rules and regulations on our pipelines. In most instances, state commissions have not initiated investigations of the rates or practices of pipelines in the absence of shipper complaints. There are no pending challenges or complaints regarding our tariffs or tariff rates.
In addition, as noted above, the rates, terms and conditions for shipments of crude oil or petroleum products on Sunoco’s pipelines could be subject to regulation by the FERC under the ICA and the Energy Policy Act of 1992 (“EPAct of 1992”) if the crude oil or petroleum products are transported in interstate or foreign commerce whether by its pipelines or other means of transportation. Since Sunoco does not control the entire transportation path of all crude oil or petroleum products shipped on our pipelines, FERC regulation could be triggered by our customers’ transportation decisions.
Regulation of Interstate Ammonia Pipelines
Our ammonia pipeline is subject to regulation by the Surface Transportation Board (the “STB”) pursuant to the ICA applicable to such pipelines (which differs from the ICA applicable to interstate liquids pipelines). Under that regulation, the ammonia pipeline’s rates, classifications, rules and practices related to the interstate transportation of anhydrous ammonia must be reasonable and, in providing interstate transportation, the ammonia pipeline may not subject a person, place, port or type of traffic to unreasonable discrimination. Similar to the crude and refined products pipelines, the rates for transportation services on the ammonia pipeline are required to be in a tariff which is posted publicly on Sunoco’s website, however, that tariff is not required to be on file with the STB. The STB does not prescribe an indexing approach similar to the EPAct of 1992 but rates under the STB must be reasonable and the pipeline may not subject a person, place, port or type of traffic to unreasonable discrimination.
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Key Measure Used to Evaluate and Assess Our Business
Adjusted EBITDA, as used throughout this document, is defined as net income before net interest expense, income tax expense, depreciation, amortization and accretion expense, non-cash compensation expense, gains and losses on disposal of asset, 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. 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.
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 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 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 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 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. Sunoco does not control its unconsolidated affiliates; therefore, Sunoco does 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.
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Results of Operations
Consolidated Results
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Segment Adjusted EBITDA:
Fuel Distribution $ 504 $ 206 $ 298 $ 1,033 $ 426 $ 607
Pipeline Systems 190 177 13 369 349 20
Terminals 113 71 42 220 137 83
Refinery 175 — 175 218 — 218
Adjusted EBITDA (consolidated) $ 982 $ 454 $ 528 $ 1,840 $ 912 $ 928
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Reconciliation of net income to Adjusted EBITDA:
Net income $ 283 $ 86 $ 197 927 $ 293 $ 634
Depreciation, amortization and accretion 282 154 128 568 310 258
Interest expense, net 204 123 81 405 244 161
Non-cash unit-based compensation expense 7 5 2 13 9 4
(Gain) loss on disposal of assets and impairment charges 3 (2) 5 2 1 1
Loss on extinguishment of debt — 17 (17) 1 19 (18)
Unrealized (gains) losses on commodity derivatives (6) (7) 1 50 (8) 58
Inventory valuation adjustments 18 40 (22) (426) (21) (405)
Equity in earnings of unconsolidated affiliates (47) (31) (16) (89) (63) (26)
Adjusted EBITDA related to unconsolidated affiliates 75 51 24 144 101 43
Other non-cash adjustments 84 11 73 131 22 109
Income tax expense 79 7 72 114 5 109
Adjusted EBITDA (consolidated) $ 982 $ 454 $ 528 $ 1,840 $ 912 $ 928
Net Income. For the three and six months ended June 30, 2026 compared to the same periods last year, net income increased by $197 million and $634 million, or approximately 229% and 216%, respectively, primarily due to higher Segment Adjusted EBITDA from all our segments, with the most significant increases driven by the Parkland Acquisition and other acquisitions; these increases were partially offset by increases in depreciation, amortization and accretion and interest expense. These increases and decreases are discussed further below.
Adjusted EBITDA (consolidated). For the three and six months ended June 30, 2026 compared to the same periods last year, Adjusted EBITDA increased primarily due to the Parkland Acquisition and other acquisitions.
Additional information on changes impacting net income and comprehensive income (loss) and Adjusted EBITDA for the three and six months ended June 30, 2026 compared to the same periods last year is available below and in “Segment Operating Results.”
Depreciation, Amortization and Accretion. For the three and six months ended June 30, 2026 compared to the same periods last year, depreciation, amortization and accretion increased primarily due to additional depreciation and amortization from assets recently placed in service and from recent acquisitions.
Interest Expense, net. For the three and six months ended June 30, 2026 compared to the same periods last year, interest expense increased primarily due to an increase in average total long-term debt, including debt assumed in the Parkland Acquisition.
Loss on Extinguishment of Debt. For the three and six months ended June 30, 2025, loss on extinguishment of debt was primarily due to the termination of bridge financing related to the Parkland Acquisition.
Unrealized (Gains) Losses 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
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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 Valuation Adjustments. Inventory valuation adjustments represent changes in lower of cost or market reserves using the 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 June 30, 2026 and 2025, the Partnership's cost of sales included unfavorable inventory valuation adjustments of $18 million and $40 million, respectively, which decreased net income. For the six months ended June 30, 2026 and 2025, the Partnership’s cost of sales included favorable inventory valuation adjustments of $426 million and $21 million, respectively, which increased net income.
Adjusted EBITDA Related to Unconsolidated Affiliates and Equity in Earnings of Unconsolidated Affiliates. See additional information in “Supplemental Information on Unconsolidated Affiliates” and “Segment Operating Results.”
Income Tax Expense. For the three and six months ended June 30, 2026 compared to the same periods last year, income tax expense increased primarily due to increased corporate earnings from recent acquisitions. Some of the recent acquisitions have subsidiaries that operate in foreign jurisdictions where those subsidiaries are subject to statutory income tax rates that are higher than the U.S. federal corporate income tax rate. Additionally, the income tax expense from those recent acquisitions was further increased due to the non-deductibility of a portion of foreign currency exchange losses in certain Canadian subsidiaries and losses incurred in certain foreign subsidiaries that operate in foreign jurisdictions that do not impose a corporate income tax.
Supplemental Information on Unconsolidated Affiliates
The following table presents financial information related to unconsolidated affiliates:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Equity in earnings (losses) of unconsolidated affiliates:
J.C. Nolan $ 1 $ 1 $ — $ 3 $ 3 $ —
ET-S Permian 42 30 12 79 60 19
SARA 2 — 2 3 — 3
Isla 2 — 2 5 — 5
Other — — — (1) — (1)
Total $ 47 $ 31 $ 16 $ 89 $ 63 $ 26
Adjusted EBITDA related to unconsolidated affiliates(1):
J.C. Nolan $ 4 $ 3 $ 1 $ 7 $ 6 $ 1
ET-S Permian 59 48 11 112 95 17
SARA 6 — 6 11 — 11
Isla 6 — 6 12 — 12
Other — — — 2 — 2
Total $ 75 $ 51 $ 24 $ 144 $ 101 $ 43
Distributions received from unconsolidated affiliates:
J.C. Nolan $ 3 $ 3 $ — $ 6 $ 5 $ 1
ET-S Permian 52 43 9 108 159 (51)
SARA 8 — 8 8 — 8
Isla 2 — 2 4 — 4
Other — — — — — —
Total $ 65 $ 46 $ 19 $ 126 $ 164 $ (38)
(1)These amounts represent our proportionate share of the Adjusted EBITDA of our unconsolidated affiliates and are based on our equity in earnings or losses of our unconsolidated affiliates adjusted for our proportionate share of the unconsolidated affiliates’ interest, depreciation, amortization, accretion, non-cash items and taxes.
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Segment Operating Results
We evaluate segment performance based on Segment Adjusted EBITDA, which we believe is an important performance measure of the core profitability of our operations. This measure represents the basis of our internal financial reporting and is one of the performance measures used by senior management in deciding how to allocate capital resources among business segments.
The following tables identify the components of Segment Adjusted EBITDA, which is calculated as follows:
•Segment profit, operating expenses and selling, general and administrative expenses. These amounts represent the amounts included in our consolidated financial statements that are attributable to each segment.
•Adjusted EBITDA related to 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 Segment 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 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 June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Fuel Distribution segment profit $ 891 $ 262 $ 629 $ 2,127 $ 623 $ 1,504
Pipeline Systems segment profit 195 183 12 379 357 22
Terminals segment profit 200 124 76 425 242 183
Refinery segment profit 178 — 178 222 — 222
Total segment profit 1,464 569 895 3,153 1,222 1,931
Depreciation, amortization and accretion, excluding corporate and other 281 153 128 565 309 256
Gross profit $ 1,183 $ 416 $ 767 $ 2,588 $ 913 $ 1,675
In addition, for the Fuel Distribution segment, the following section includes information on the components of segment profit by sales type, which components are included in order to provide additional disaggregated information to facilitate the analysis of segment profit and Segment Adjusted EBITDA. These components of segment profit are calculated consistent with the calculation of segment profit; therefore, these components also exclude charges for depreciation, amortization and accretion.
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Fuel Distribution
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Motor fuel gallons sold (millions) 4,125 2,188 1,937 7,921 4,275 3,646
Motor fuel profit cents per gallon (1) 17.1 ¢ 10.5 ¢ 6.6 ¢ 17.0 ¢ 11.0 ¢ 6.0 ¢
Fuel profit $ 686 $ 191 $ 495 $ 1,730 $ 488 $ 1,242
Non-fuel profit 162 41 121 315 76 239
Lease profit 43 30 13 82 59 23
Fuel Distribution segment profit $ 891 $ 262 $ 629 $ 2,127 $ 623 $ 1,504
Unrealized (gains) losses on commodity risk management activities (4) (7) 3 50 (8) 58
Expenses, excluding non-cash unit-based compensation expense (2) (427) (100) (327) (818) (192) (626)
Adjusted EBITDA related to unconsolidated affiliates 6 — 6 14 — 14
Inventory valuation adjustments 18 40 (22) (380) (18) (362)
Other 20 11 9 40 21 19
Segment Adjusted EBITDA $ 504 $ 206 $ 298 $ 1,033 $ 426 $ 607
(1) Excludes the impact of inventory valuation adjustments consistent with the definition of Adjusted EBITDA.
(2) Includes operating expenses, general and administrative and lease expense.
Volumes. For the three and six months ended June 30, 2026 compared to the same periods last year, volumes increased primarily due to the Parkland Acquisition.
Segment Adjusted EBITDA. For the three months ended June 30, 2026 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 $610 million in segment profit (excluding unrealized gains and losses on commodity risk management activities and inventory valuation adjustments) primarily due to the Parkland Acquisition and other acquisitions; and
•an increase of $6 million in Adjusted EBITDA related to unconsolidated affiliates due to investments acquired in the Parkland Acquisition; partially offset by
•an increase of $327 million in expenses primarily due to the Parkland Acquisition.
For the six months ended June 30, 2026 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 $1.2 billion in segment profit (excluding unrealized gains and losses on commodity risk management activities and inventory valuation adjustments) primarily due to the Parkland Acquisition and other acquisitions, as well as a favorable impact from a one-time gain on sale of inventory in the current period; and
•an increase of $14 million in Adjusted EBITDA related to unconsolidated affiliates due to investments acquired in the Parkland Acquisition; partially offset by
•an increase of $626 million in expenses primarily due to the Parkland Acquisition.
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Pipeline Systems
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Pipelines throughput (thousand barrels per day) 1,347 1,231 116 1,319 1,244 75
Pipeline Systems segment profit $ 195 $ 183 $ 12 $ 379 $ 357 $ 22
Expenses, excluding non-cash unit-based compensation expense (1) (68) (56) (12) (129) (109) (20)
Adjusted EBITDA related to unconsolidated affiliates 63 51 12 119 101 18
Other — (1) 1 — — —
Segment Adjusted EBITDA $ 190 $ 177 $ 13 $ 369 $ 349 $ 20
(1) Includes operating expenses, general and administrative and lease expense.
Volumes. For the three and six months ended June 30, 2026 compared to the same periods last year, the increase in throughput volumes reflected the impact of refinery turnarounds in the prior period and overall increased market demand in 2026.
Segment Adjusted EBITDA. For the three months ended June 30, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Pipeline Systems segment increased due to the net impact of the following:
•a $12 million increase in segment profit primarily due to increased throughput driven by market demand and new business, along with a regulatory order impacting prior period rates; and
•a $12 million increase in Adjusted EBITDA related to ET-S Permian; partially offset by
•a $12 million increase in expenses primarily due to higher maintenance costs, utility costs and corporate allocations.
For the six months ended June 30, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Pipeline Systems segment increased due to the net impact of the following:
•a $22 million increase in segment profit primarily due to increased throughput driven by market demand and new business, along with a regulatory order impacting prior period rates; and
•an $18 million increase in Adjusted EBITDA related to ET-S Permian; partially offset by
•a $20 million increase in expenses primarily due to higher maintenance costs, utility costs and corporate allocations.
Terminals
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Throughput (thousand barrels per day) 1,065 702 363 1,039 661 378
Terminals segment profit $ 200 $ 124 $ 76 $ 425 $ 242 $ 183
Expenses, excluding non-cash unit-based compensation expense (1) (87) (53) (34) (161) (102) (59)
Inventory valuation adjustments — — — (44) (3) (41)
Segment Adjusted EBITDA $ 113 $ 71 $ 42 $ 220 $ 137 $ 83
(1) Includes operating expenses, general and administrative and lease expense.
Volumes. For the three and six months ended June 30, 2026 compared to the same periods last year, volumes increased due to recently acquired assets.
Segment Adjusted EBITDA. For the three months ended June 30, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Terminals segment increased due to the net impact of the following:
•a $76 million increase in segment profit (excluding inventory valuation adjustments) primarily due to the acquisitions of Parkland and TanQuid, as well as customer growth; partially offset by
•a $34 million increase in expenses primarily due to the acquisitions of Parkland and TanQuid.
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For the six months ended June 30, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Terminals segment increased due to the net impact of the following:
•a $142 million increase in segment profit (excluding inventory valuation adjustments) primarily due to the acquisitions of Parkland and TanQuid, as well as customer growth; partially offset by
•a $59 million increase in expenses primarily due to the acquisitions of Parkland and TanQuid.
Refinery
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Crude utilization 97 % — % 97 % 68 % — % 68 %
Composite utilization 103 % — % 103 % 71 % — % 71 %
Crude throughput (thousand barrels per day) 54 — 54 37 — 37
Bio-feedstock throughput (thousand barrels per day) 3 — 3 2 — 2
Refinery segment profit (1) $ 178 $ — $ 178 $ 222 $ — $ 222
Unrealized gains on commodity risk management activities (2) — (2) — — —
Expenses, excluding non-cash unit-based compensation expense (2) (7) — (7) (13) — (13)
Adjusted EBITDA related to unconsolidated affiliates 6 — 6 11 — 11
Inventory valuation adjustments — — — (2) — (2)
Segment Adjusted EBITDA $ 175 $ — $ 175 $ 218 $ — $ 218
(1) Includes $50 million and $111 million of production costs, supply and logistics, and terminal operating costs for the three and six months ended June 30, 2026.
(2) Includes operating expenses, general and administrative and lease expense.
Volumes. For the three and six months ended June 30, 2026 compared to the same periods last year, volumes increased due to recently acquired assets.
Segment Adjusted EBITDA. For the three and six months ended June 30, 2026 compared to the same periods last year, Segment Adjusted EBITDA related to our Refinery segment increased due to the Parkland Acquisition.
Liquidity and Capital Resources
Liquidity
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 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 “Part II - 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, 2025 may also significantly impact our liquidity.
As of June 30, 2026, we had $773 million of cash and cash equivalents on hand and borrowing capacity of $2.32 billion on our Credit Facility. The Partnership was in compliance with all financial covenants at June 30, 2026. 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 2026; however, we may issue debt or equity securities as we deem prudent to provide liquidity for new capital projects or other partnership purposes.
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Cash Flows
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 and divestitures). 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.
Six months ended June 30, 2026 compared to six months ended June 30, 2025. Net cash provided by operating activities during 2026 was $1.56 billion compared to $399 million for 2025, and net income was $927 million for 2026 and $293 million for 2025. The difference between net income and net cash provided by operating activities for the six months ended June 30, 2026 primarily consisted of net changes in operating assets and liabilities of $345 million and non-cash items totaling $194 million.
The non-cash activity in 2026 and 2025 consisted primarily of depreciation, amortization and accretion of $568 million and $310 million, respectively, non-cash unit-based compensation expense of $13 million and $9 million, respectively, favorable inventory valuation adjustments of $426 million and $21 million, respectively, loss on extinguishment of debt of $1 million and $19 million, respectively, loss on disposal of assets and impairment charges of $2 million and $1 million, respectively, amortization of deferred financing fees of $18 million and $8 million, respectively, and deferred income tax expense of $10 million and deferred income tax benefit of $6 million, respectively. Net income also included equity in earnings of unconsolidated affiliates of $89 million and $63 million in 2026 and 2025, respectively. In 2026, there was a $114 million loss on foreign currency exchange due to our foreign operations resulted from the Parkland Acquisition.
Cash provided by operating activities included cash distributions received from unconsolidated affiliates that were deemed to be paid from cumulative earnings, which distributions were $89 million in 2026 and $117 million in 2025.
Investing Activities
Cash flows from investing activities primarily consist of capital expenditures, cash contributions to unconsolidated affiliates, cash amounts paid for acquisitions and cash proceeds from the 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.
Six months ended June 30, 2026 compared to six months ended June 30, 2025. Net cash used in investing activities during 2026 was $698 million compared to $350 million in 2025. Capital expenditures for 2026 were $372 million compared to $261 million for 2025. In 2026, we paid $194 million for the acquisition of TanQuid, $75 million for the acquisition of Delta and $72 million in cash for other acquisitions. In 2025, we paid $104 million in cash for other acquisitions. Proceeds from disposal of property, plant and equipment were $4 million and $8 million for 2026 and 2025, respectively.
In 2026 and in 2025, we paid $26 million and $40 million in cash contributions to unconsolidated affiliates, respectively. Distributions from unconsolidated affiliates in excess of cumulative earnings were $37 million and $47 million for 2026 and 2025, 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.
Six months ended June 30, 2026 compared to six months ended June 30, 2025. Net cash used in financing activities during 2026 was $975 million compared to $27 million in 2025.
During the six months ended June 30, 2026, we:
•borrowed $1.20 billion and repaid $1.60 billion in senior notes;
•borrowed $1.90 billion and repaid $1.90 billion under the Credit Facility;
•paid $15 million in loan origination costs;
•paid $59 million in distributions to Series A Preferred unitholders;
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•paid $99 million in distributions to Class D unitholders; and
•paid $398 million in distributions to our common unitholders, including incentive distributions.
During the six months ended June 30, 2025, we:
•borrowed $1.00 billion and repaid $620 million in senior notes;
•borrowed $1.54 billion and repaid $1.53 billion under the Credit Facility;
•repurchased $75 million principal amount of Series 2011 GoZone Bonds;
•paid $13 million in loan origination costs; and
•paid $322 million in distributions to our common unitholders, including incentive distributions.
We intend to pay cash distributions to the holders of our common units and 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 outstanding. There is no guarantee that we will pay a distribution on our units. On July 27, 2026, we declared a quarterly distribution of $1.0023 per common unit based on the results for the three months ended June 30, 2026, excluding distributions to Class C unitholders. The distribution will be approximately $137 million in the aggregate for common units, approximately $52 million with respect to Class D Units and approximately $74 million with respect to IDRs, and will be paid on August 19, 2026 to unitholders of record as of August 7, 2026.
Capital Expenditures
For the six months ended June 30, 2026, total capital expenditures on an accrual basis were $401 million, which included $231 million for growth capital and $170 million for maintenance capital. This includes the Partnership's proportionate share of capital expenditures related to its investments in ET-S Permian and J.C. Nolan of $25 million for growth capital and $4 million for maintenance capital.
We currently expect to spend between $400 million and $450 million in maintenance capital expenditures and at least $600 million in growth capital for the full year 2026. These amounts include the Partnership's proportionate share for joint ventures.
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Description of Indebtedness
As of the dates set forth below, our outstanding consolidated indebtedness was as follows:
June 30, 2026 December 31, 2025
Credit Facility $ — $ —
6.000% senior notes due 2026 (1) — 500
3.875% CAD senior notes due 2026 (1) — 400
Parkland 3.875% CAD senior notes due 2026 (1) — 37
6.000% senior notes due 2027 (1) — 600
5.625% senior notes due 2027 (2) 550 550
5.875% senior notes due 2027 499 499
Parkland 5.875% senior notes due 2027 (1) — 1
5.875% senior notes due 2028 400 400
7.000% senior notes due 2028 500 500
6.000% CAD senior notes due 2028 268 277
Parkland 6.000% CAD senior notes due 2028 (1) — 14
4.500% senior notes due 2029 800 800
7.000% senior notes due 2029 750 750
4.375% CAD senior notes due 2029 384 397
Parkland 4.375% CAD senior notes due 2029 (1) — 40
4.500% senior notes due 2029 790 790
Parkland 4.500% senior notes due 2029 (1) — 10
4.500% senior notes due 2030 800 800
6.375% senior notes due 2030 600 600
4.625% senior notes due 2030 798 798
Parkland 4.625% senior notes due 2030 (1) — 2
5.625% senior notes due 2031 1,000 1,000
5.375% senior notes due 2031 600 —
7.250% senior notes due 2032 750 750
6.625% senior notes due 2032 493 493
Parkland 6.625% senior notes due 2032 (1) — 7
6.250% senior notes due 2033 1,000 1,000
5.875% senior notes due 2034 900 900
5.625% senior notes due 2034 600 —
GoZone Bonds 322 322
Lease-related financing obligations and other subsidiary debt 596 233
Net unamortized premiums, discounts and fair value adjustments — 2
Deferred debt issuance costs (86) (83)
Total debt 13,314 13,389
Less: current maturities 6 17
Total long-term debt, net $ 13,308 $ 13,372
(1) These senior notes were redeemed during the six months ended June 30, 2026. See additional information under “Recent Transactions.”
(2) As of June 30, 2026, $550 million aggregate principal amount of senior notes due before June 30, 2027 were classified as long-term as management has the intent and ability to refinance the borrowings on a long-term basis.
Recent Transactions
In March 2026, the Partnership issued $600 million aggregate principal amount of 5.375% senior notes due 2031 and $600 million aggregate principal amount of 5.625% senior notes due 2034. These notes will mature on July 15, 2031 and July 15, 2034, respectively, and interest is payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2026. The Partnership used a portion of the net proceeds from this private offering to redeem in full its $500 million aggregate principal amount of 6.000% senior notes due 2026 and its $600 million aggregate principal amount of 6.000% senior notes due 2027.
In March 2026, the Partnership redeemed Parkland's remaining senior notes.
In June 2026, the Partnership redeemed all of its outstanding 3.875% CAD senior notes due 2026.
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Credit Facility
As of June 30, 2026, we had no outstanding borrowings on the Credit Facility, which matures on June 17, 2030, and $183 million standby letters of credit were outstanding. The unused availability on the Credit Facility as of June 30, 2026 was $2.32 billion. The weighted average interest rate on the total amount outstanding as of June 30, 2026 was 5.46%. The Partnership was in compliance with all financial covenants as of June 30, 2026.
Upon the closing of the NuStar Acquisition, the commitments under NuStar’s receivables financing agreement were reduced to zero during a suspension period, for which the period end has not been determined. As of June 30, 2026, this facility had no outstanding borrowings.
Guarantor Summarized Financial Information
The senior notes issued by NuStar Logistics are fully and unconditionally guaranteed by Sunoco LP, Sunoco Finance Corp. and certain of its subsidiaries; the senior notes issued by Sunoco LP and the senior notes co-issued by Sunoco LP and Sunoco Finance Corp. are fully and unconditionally guaranteed by NuStar, NuStar Logistics and certain other subsidiaries. Each guarantee of the senior notes (i) ranks equally in right of payment with all other existing and future unsecured senior indebtedness of that guarantor, (ii) is structurally subordinated to all existing and any future indebtedness and obligations of any subsidiaries of that guarantor that do not guarantee the notes and (iii) ranks senior to its guarantee of our subordinated indebtedness. See Note 9 of the Notes to Financial Statements in Item 1. “Financial Statements” for a discussion of certain of our debt obligations.
The following tables present summarized combined balance sheet and income statement information for Sunoco LP, Sunoco Finance Corp. and NuStar Logistics (the “Issuers”), as well as the subsidiaries that guarantee the senior notes issued by those three entities (collectively with the Issuers, the “Guarantor Issuer Group”). Intercompany items among the Guarantor Issuer Group have been eliminated in the summarized combined financial information below, as well as intercompany balances and activity for the Guarantor Issuer Group with non-guarantor subsidiaries, including the Guarantor Issuer Group’s investment balances in non-guarantor subsidiaries.
In accordance with Rule 13-01 of Regulation S-X, the summarized financial information of the Guarantor Issuer Group presented below excludes the respective entities’ investments in the non-guarantor subsidiaries, which investments totaled $5.21 billion as of June 30, 2026. Because the non-guarantor subsidiaries are not guarantors under the senior notes issued by the Guarantor Issuer Group, the assets and equity of the non-guarantor subsidiaries are not directly available to satisfy the repayment of those senior notes; however, the Partnership directly or indirectly owns all of the equity and controlling interest in the non-guarantor subsidiaries, and for substantially all of those subsidiaries, there are no significant restrictions on the ability of the subsidiaries to pay distributions or make loans to such subsidiaries’ respective parent. Consequently, the Partnership believes that its consolidated financial statements more accurately depict its ability to meet its obligations under its senior notes issued by the Guarantor Issuer Group.
The balances as of December 31, 2025 in the table below have been adjusted from previously reported amounts to conform to the current period; the change includes the impact of allocating fair value to non-guarantor subsidiaries in connection with purchase accounting that was in process as of December 31, 2025.
Summarized Combined Balance Sheet Information for the Guarantor Issuer Group: June 30, 2026 December 31, 2025
Current assets $ 3,121 $ 2,544
Non-current assets 11,666 11,317
Current liabilities(a) 2,847 1,816
Non-current liabilities, including long-term debt 13,936 14,200
(a)Excludes $316 million and $418 million of net intercompany payables owed to the non-guarantor subsidiaries from the Guarantor Issuer Group as of June 30, 2026 and December 31, 2025, respectively.
Long-term assets for the non-guarantor subsidiaries totaled $11.48 billion and $11.53 billion as of June 30, 2026 and December 31, 2025, respectively.
Summarized Combined Income Statement Information for the Guarantor Issuer Group: Six Months Ended June 30, 2026
Revenues $ 12,558
Operating income 983
Net income 626
Revenues and net income for the non-guarantor subsidiaries totaled $12.39 billion and $301 million, respectively, for the six months ended June 30, 2026.
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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, 2025, filed with the SEC on February 19, 2026. No significant changes have occurred subsequent to the Form 10-K filing.