v3.25.4
Acquisitions, Divestitures and Other Transactions (Tables)
 12 Months Ended
Dec. 31, 2025
Business Combination, Pro Forma Information
The following unaudited pro forma consolidated results of operations for the year ended December 31, 2025 and 2024 are presented as if the Parkland and NuStar acquisitions and the West Texas Sale had been completed on January 1, 2024.
Year Ended December 31,
20252024
Revenues
$41,457 $43,696 
Net income (loss)313 (12)
NuStar Acquisition  
Business Combination, Recognized Asset Acquired and Liability Assumed
The following table summarizes the allocation of the purchase price among assets acquired and liabilities assumed:
As of
May 3, 2024
Total current assets$186 
Property, plant and equipment6,958 
Operating lease right-of-use assets, net136 
Goodwill (1)
16 
Intangible assets, net (2)
195 
Other non-current assets127 
Total assets7,618 
Total current liabilities245 
Long-term debt, less current maturities (3)
3,500 
Operating lease non-current liabilities136 
Deferred tax liabilities4 
Other non-current liabilities82 
Total liabilities3,967 
Preferred units (3)
801 
Total consideration2,850 
Cash acquired27 
Total consideration, net of cash acquired$2,823 
(1)Goodwill primarily represents expected commercial and operational synergies. None of the goodwill recorded as a result of this transaction is deductible for tax purposes. Goodwill of $16 million relates to Sunoco’s Fuel Distribution segment.
(2)Intangible assets, net comprised $151 million of favorable contracts, with a remaining weighted average life of approximately 7 years, and $44 million of customer relationships with a remaining weighted average life of approximately 15 years.
(3)Subsequent to the closing of the NuStar Acquisition, the Partnership redeemed all outstanding NuStar preferred units, totaling $784 million, redeemed NuStar's subordinated notes totaling $403 million and repaid and terminated the NuStar credit facility totaling $455 million.
Zenith European Terminals acquisition  
Business Combination, Recognized Asset Acquired and Liability Assumed The following table summarizes the allocation of the purchase price among assets acquired and liabilities assumed:
As of
March 13, 2024
Other current assets$6 
Property, plant and equipment204 
Other non-current assets36 
Deferred tax assets6 
Current liabilities(14)
Deferred tax liabilities(4)
Other non-current liabilities(43)
Net assets191 
Bargain purchase gain(6)
Total cash consideration, net of cash acquired$185 
Parkland Acquisition  
Business Combination, Recognized Asset Acquired and Liability Assumed The following table summarizes the preliminary allocation of the purchase price among assets acquired and liabilities assumed.
As of October 31, 2025
Total current assets$2,814 
Property, plant and equipment5,612 
Operating lease right-of-use assets, net731 
Goodwill (1)
1,528 
Intangible assets, net (2)
1,871 
Deferred tax assets210 
Other non-current assets266 
Investments in unconsolidated affiliates341 
Total assets13,373 
Total current liabilities2,490 
Long-term debt, less current maturities3,797 
Operating lease non-current liabilities731 
Deferred tax liabilities965 
Other non-current liabilities375 
Total liabilities8,358 
Total consideration5,015 
Cash acquired(464)
Total consideration, net of cash acquired$4,551 
(1)Goodwill represents expected commercial and operational synergies. Approximately $660 million of the goodwill recorded as a result of this transaction is expected to be deductible for IRC Sec. 951A GILTI and foreign earnings and profits purposes. The goodwill is not deductible for non-US jurisdictions.
(2)Intangible assets, net comprised of $1.49 billion of customer relationships, with a remaining weighted average life of approximately 20 years, $297 million of indefinite-lived tradenames, and $85 million of other intangibles with a remaining weighted average life of approximately 10 years.