Form type: 10-Q
Period end: 2026-06-30
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |
|---|---|---|---|---|
| Revenue | 14,259,000,000 | 5,390,000,000 | ||
| Total Revenue | ||||
| Cost of revenue | 12,795,000,000 | 4,821,000,000 | ||
| Total COGS | ||||
| Gross Profit | ||||
| General and administrative | 159,000,000 | 50,000,000 | ||
| Income tax expense (benefit) | 89,000,000 | 7,000,000 | ||
| Interest expense | 204,000,000 | 123,000,000 | ||
| Net income attributable to noncontrolling interests | 234,000,000 | 0 | ||
| Other income statement items (derived) | -47,000,000 | 72,000,000 | ||
| Other nonoperating income (expense), net | 64,000,000 | 1,000,000 | ||
| Other operating costs | 722,000,000 | 316,000,000 | ||
| Total Expenses | ||||
| Net Income | ||||
| Basic earnings per share |
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Assets | ||
| Accounts receivable | 3,284,000,000 | 1,972,000,000 |
| Cash and cash equivalents | 0 | 891,000,000 |
| Equipment on operating leases, net | 0 | 1,941,000,000 |
| Goodwill and intangibles | 5,407,000,000 | 5,437,000,000 |
| Inventory | 2,390,000,000 | 0 |
| Operating lease right-of-use assets | 1,496,000,000 | 1,449,000,000 |
| Other assets (derived) | 27,000,000 | 380,000,000 |
| Other current assets | 269,000,000 | 270,000,000 |
| Other noncurrent assets | 0 | 928,000,000 |
| Property, plant and equipment | 13,668,000,000 | 13,408,000,000 |
| Receivables from customers and brokers | 2,612,000,000 | 1,686,000,000 |
| Restricted cash and equivalents | 773,000,000 | 0 |
| Total Assets | ||
| Liabilities | ||
| Accrued compensation | 66,000,000 | 92,000,000 |
| Accrued liabilities | 1,062,000,000 | 953,000,000 |
| Asset retirement obligations | 208,000,000 | 254,000,000 |
| Debt | 0 | 13,372,000,000 |
| Debt, current | 6,000,000 | 0 |
| Debt, including current maturities | 12,712,000,000 | 17,000,000 |
| Deferred revenue | 136,000,000 | 102,000,000 |
| Deferred tax liabilities | 1,104,000,000 | 1,135,000,000 |
| Finance lease liabilities, noncurrent | 596,000,000 | 0 |
| Operating lease liabilities, current | 182,000,000 | 211,000,000 |
| Operating lease liabilities, noncurrent | 1,345,000,000 | 1,255,000,000 |
| Other accrued liabilities | 433,000,000 | 275,000,000 |
| Other liabilities (derived) | 3,088,000,000 | 1,984,000,000 |
| Other noncurrent liabilities | 528,000,000 | 512,000,000 |
| Taxes payable | 157,000,000 | 187,000,000 |
| Total Liabilities | ||
| Equity | ||
| Stockholders equity | 2,547,000,000 | 2,536,000,000 |
| Total stockholders equity attributable to parent | ||
| Noncontrolling interests | 5,756,000,000 | 5,477,000,000 |
| Total Equity | ||
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |
|---|---|---|
| Operating activities | ||
| Net income | 149,000,000 | 0 |
| Stock-based compensation | 13,000,000 | 9,000,000 |
| Changes in operating assets and liabilities, net | 1,393,000,000 | 390,000,000 |
| Net cash from operating activities | ||
| Investing activities | ||
| Investing activities, net | -698,000,000 | -350,000,000 |
| Net cash from investing activities | - | - |
| Financing activities | ||
| Financing activities, net | -975,000,000 | -27,000,000 |
| Net cash from financing activities | - | - |
| Net change in cash | - | |
| Cash at beginning of period | 94,000,000 | |
| Cash at end of period | 0 | |
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |
|---|---|---|
| Balance at beginning of period | 8,013,000,000 | 4,068,000,000 |
| Net income | 149,000,000 | 0 |
| Other equity movements | 141,000,000 | -4,068,000,000 |
| Balance at end of period | 8,303,000,000 | 0 |
SunocoCorp LLC is a public reporting company classified under Petroleum Refining. The accompanying condensed financial statements as of and for the period ended June 30, 2026 are unaudited and have been prepared from the Company's accounting records. In the opinion of management, these interim statements include all adjustments necessary for a fair presentation of the results for the periods presented, and results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.
The Company recognized revenue of $14,259 million for the current period, compared with $5,390 million in the prior period, an increase of 164.5%. Cost of revenue was $12,795 million for the current period, compared with $4,821 million in the prior period, an increase of 165.4%. Deferred revenue was $136 million as of June 30, 2026. Net income for the period was $39 million. Basic earnings per share for the period was $0.76, based on weighted-average basic shares outstanding of 51,517,198.
As of June 30, 2026, debt, including current maturities, totaled $12,712 million, of which $6 million was classified as current. Interest expense was $204 million for the current period, compared with $123 million in the prior period, an increase of 65.9%. The Company's lease obligations at period end consisted of noncurrent finance lease liabilities of $596 million, current operating lease liabilities of $182 million, and noncurrent operating lease liabilities of $1,345 million. Operating lease right-of-use assets were $1,496 million as of June 30, 2026.
Stockholders' equity was $2,547 million as of June 30, 2026. Noncontrolling interests totaled $5,756 million at period end, and net income attributable to noncontrolling interests was $234 million for the period. Total equity, inclusive of noncontrolling interests, was $8,303 million as of June 30, 2026.
| Current | Prior | |
|---|---|---|
| Debt | 0 | 13,372,000,000 |
| Debt, current | 6,000,000 | 0 |
| Debt, including current maturities | 12,712,000,000 | 17,000,000 |
| Finance lease liabilities, noncurrent | 596,000,000 | 0 |
| Operating lease liabilities, current | 182,000,000 | 211,000,000 |
| Operating lease liabilities, noncurrent | 1,345,000,000 | 1,255,000,000 |
| Total debt | 14,841,000,000 | 14,855,000,000 |
| Current | Prior | |
|---|---|---|
| Equipment on operating leases, net | 0 | 1,941,000,000 |
| Property, plant and equipment | 13,668,000,000 | 13,408,000,000 |
| Total property and equipment | 13,668,000,000 | 15,349,000,000 |
| Current | Prior | |
|---|---|---|
| Stockholders equity | 2,547,000,000 | 2,536,000,000 |
| Total stockholders' equity | 2,547,000,000 | 2,536,000,000 |
SunocoCorp LLC is a public reporting company classified under Petroleum Refining, and the following discussion should be read in conjunction with our unaudited condensed consolidated financial statements for the period ended June 30, 2026. Revenue for the current period was $14,259 million, an increase of 164.5% from $5,390 million in the comparable prior-year period, driven by [COMPLETE: description of drivers of revenue growth, such as acquisitions or volume and price changes]. Cost of revenue increased 165.4% to $12,795 million from $4,821 million in the prior-year period, broadly consistent with the growth in revenue. Other operating costs increased 128.5% to $722 million from $316 million, and general and administrative expenses increased 218.0% to $159 million from $50 million in the prior-year period, reflecting [COMPLETE: description of drivers of operating cost increases].
Interest expense increased 65.9% to $204 million from $123 million in the prior-year period, reflecting total debt, including current maturities, of $12,712 million outstanding at period end. Other nonoperating expense, net, was $64 million in the current period compared with $1 million in the prior-year period, while other income statement items produced income of $47 million in the current period compared with expense of $72 million in the prior-year period. Income tax expense was $89 million compared with $7 million in the prior-year period, primarily attributable to higher pre-tax earnings. Net income for the period was $39 million, after net income attributable to noncontrolling interests of $234 million, and basic earnings per share was $0.76 on weighted-average basic shares outstanding of 51,517,198.
Our principal sources of liquidity are cash and cash equivalents of [COMPLETE: cash and cash equivalents balance], together with restricted cash and equivalents of $773 million, cash generated from operations, and available borrowing capacity. Working capital resources at period end included accounts receivable of $3,284 million, receivables from customers and brokers of $2,612 million, and inventory of $2,390 million. Our capital structure at period end included debt, including current maturities, of $12,712 million, of which $6 million was current, finance lease liabilities, noncurrent, of $596 million, and operating lease liabilities of $182 million current and $1,345 million noncurrent. Total liabilities were $21,623 million and total equity was $8,303 million, including stockholders' equity of $2,547 million and noncontrolling interests of $5,756 million. Our primary market risk exposure is interest rate risk on cash, cash equivalents, and short-term investments, and we do not have material foreign currency or commodity price exposure. Management believes that our existing cash resources, cash generated from operations, and available financing capacity will be sufficient to fund our operations, capital expenditures, and debt service obligations for at least the next twelve months.
Our primary market risk exposure is interest rate risk on our cash, cash equivalents, and short-term investments. Changes in prevailing interest rates affect the amount of interest income we earn on these balances, and a hypothetical change in market interest rates would correspondingly increase or decrease that income. As of June 30, 2026, we held restricted cash and equivalents of $773 million. We do not use our investment portfolio for trading or other speculative purposes.
We are also exposed to interest rate risk through our borrowings, which included total debt, including current maturities, of $12,712 million, of which $6 million was classified as current, together with noncurrent finance lease liabilities of $596 million as of June 30, 2026. In addition, we carried current operating lease liabilities of $182 million and noncurrent operating lease liabilities of $1,345 million as of that date. Interest expense for the current period was $204 million, compared with $123 million in the prior-year period, an increase of 65.9%. To the extent any of our borrowings bear interest at variable rates, increases in market interest rates would increase our cost of borrowing; [COMPLETE: description of fixed versus variable rate composition of outstanding debt and any hedging arrangements].
We do not have material foreign currency or commodity price exposure. As a company operating in the petroleum refining industry, we continue to monitor market conditions that could affect our business, and we will update our disclosures if our exposure to foreign currency, commodity price, or other market risks becomes material in future periods. There have been no material changes in our market risk exposures during the period covered by this report other than as described above.
Our management, with the participation of our [COMPLETE: titles of certifying officers, e.g., principal executive officer and principal financial officer], evaluated the effectiveness of SunocoCorp LLC's disclosure controls and procedures as of June 30, 2026, the end of the period covered by this report. Based on that evaluation, management concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including our certifying officers, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. [COMPLETE: Management's conclusion language in this section must be reviewed and adopted by management before filing.]
From time to time, SunocoCorp LLC is involved in legal proceedings arising in the ordinary course of business. Management does not currently believe that any pending legal matter is material to the Company's financial statements.
The outcome of litigation is inherently uncertain, and future developments could cause the Company to change its assessment of pending matters. As of June 30, 2026, however, management does not believe that the resolution of any currently pending proceeding will have a material adverse effect on the Company's financial statements.
Our business, financial condition, and results of operations are subject to a number of risks and uncertainties, and the risk factors described below should be read in conjunction with the risk factors disclosed in [COMPLETE: reference to the company's most recent Annual Report on Form 10-K]. We are a public reporting company operating in the petroleum refining industry, and as such our results are exposed to conditions affecting that sector. For the period ended June 30, 2026, we recognized revenue of $14,259 million while generating net income of $39 million, reflecting narrow margins that could be adversely affected by further increases in our operating costs. Our cost of revenue increased 165.4% to $12,795 million from $4,821 million in the prior period, and our other operating costs increased 128.5% to $722 million from $316 million. If we are unable to manage cost growth relative to revenue, our profitability and cash flows could be materially and adversely affected.
We are exposed to risks associated with our indebtedness and interest rate movements. Our total liabilities were $21,623 million as of the period end, including debt, including current maturities, of $12,712 million, noncurrent finance lease liabilities of $596 million, and current and noncurrent operating lease liabilities of $182 million and $1,345 million, respectively. Our interest expense increased 65.9% to $204 million from $123 million in the prior period, and continued increases in borrowing costs could further reduce our earnings. Our primary market risk exposure is interest rate risk on our cash, cash equivalents, and short-term investments, and changes in prevailing interest rates could affect both the income we earn on these balances and the cost of servicing our obligations. We do not have material foreign currency or commodity price exposure; however, there can be no assurance that such exposures will not become material in the future.
Our results are also subject to credit, concentration, and legal risks. As of the period end, we carried accounts receivable of $3,284 million and receivables from customers and brokers of $2,612 million, and the failure of counterparties to perform on these obligations could adversely affect our liquidity and results of operations. We also carried goodwill and intangibles of $5,407 million and property, plant and equipment of $13,668 million, and adverse changes in market conditions or our business outlook could require impairment charges with respect to these assets. A portion of our earnings is attributable to noncontrolling interests, which amounted to $234 million for the period, and noncontrolling interests of $5,756 million are reflected in our capitalization, which may limit the earnings and cash flows available to our equity holders. We are involved in legal proceedings arising in the ordinary course of business from time to time. Although management does not currently believe any pending matter is material to our financial statements, litigation is inherently uncertain, and an adverse outcome in one or more proceedings could have a material adverse effect on our business, financial condition, or results of operations.
During the fiscal quarter ended June 30, 2026, SunocoCorp LLC is providing the disclosure required by Item 408(a) of Regulation S-K regarding the adoption or termination of Rule 10b5-1 trading arrangements by its directors and officers. [COMPLETE: Rule 10b5-1 trading arrangement adoptions and terminations from the D&O questionnaires]