SunocoCorp LLCSUNC
SunocoCorp LLC Goodwill & Intangibles Disclosure
Goodwill and Intangible Assets, net
Goodwill
Goodwill balances and activity for the years ended December 31, 2025 and 2024 consisted of the following:
| Segment | |||||||||||||||||||||||||||||
| Fuel Distribution | Pipeline Systems | Terminals | Refinery | Consolidated | |||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | 1,362 | $ | — | $ | 237 | $ | — | $ | 1,599 | |||||||||||||||||||
| West Texas Sale | (138) | — | — | — | (138) | ||||||||||||||||||||||||
| NuStar Acquisition | 16 | — | — | — | 16 | ||||||||||||||||||||||||
| Balance at December 31, 2024 | 1,240 | — | 237 | — | 1,477 | ||||||||||||||||||||||||
| Parkland Acquisition | 1,070 | 38 | — | 420 | 1,528 | ||||||||||||||||||||||||
| Other | 15 | — | — | 6 | 21 | ||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | 2,325 | $ | 38 | $ | 237 | $ | 426 | $ | 3,026 | |||||||||||||||||||
The Partnership determines the fair value of our reporting units using the discounted cash flow method, the guideline company method, or a weighted combination of the discounted cash flow method and the guideline company method. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating margins, weighted average costs of capital and future market conditions, among others. The Partnership believes the estimates and assumptions used in our impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated. Under the discounted cash flow method, the Partnership determines fair value based on estimated future cash flows of each reporting unit including estimates for capital expenditures, discounted to present value using the risk-adjusted industry rate, which reflect the overall level of inherent risk of the reporting unit. Cash flow projections are derived from one year budgeted amounts and five year operating forecasts plus an estimate of later period cash flows, all of which are evaluated by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur. Under the guideline company method, the Partnership determines the estimated fair value of each of our reporting units by applying valuation multiples of comparable publicly-traded companies to each reporting unit’s projected EBITDA and then averaging that estimate with similar historical calculations using a three year average. In addition, the Partnership estimates a reasonable control premium representing the incremental value that accrues to the majority owner from the opportunity to dictate the strategic and operational actions of the business. The fair value estimates used in the long-lived asset and goodwill tests were primarily based on Level 3 inputs of the fair value hierarchy.
During the fourth quarters of 2025, 2024 and 2023, we performed our annual impairment testing. No goodwill impairment was identified for the reporting units as a result of these tests.
Intangible Assets, net
Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Book Value | Gross Carrying Amount | Accumulated Amortization | Net Book Value | ||||||||||||||||||||||||||||||
| Indefinite-lived | |||||||||||||||||||||||||||||||||||
| Tradenames | $ | 606 | $ | — | $ | 606 | $ | 302 | $ | — | $ | 302 | |||||||||||||||||||||||
| Finite-lived | |||||||||||||||||||||||||||||||||||
| Customer relations including supply agreements | 2,241 | 520 | 1,721 | 721 | 477 | 244 | |||||||||||||||||||||||||||||
| Other intangibles | 93 | 9 | 84 | 8 | 7 | 1 | |||||||||||||||||||||||||||||
| Intangible assets, net | $ | 2,940 | $ | 529 | $ | 2,411 | $ | 1,031 | $ | 484 | $ | 547 | |||||||||||||||||||||||
During the fourth quarters of 2025, 2024 and 2023, we performed the annual impairment tests on Sunoco’s indefinite-lived intangible assets. No impairments were recorded in 2025, 2024 and 2023.
Total amortization expense on finite-lived intangibles included in depreciation, amortization and accretion was $45 million, $37 million and $44 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Customer relations and supply agreements have a remaining weighted average life of approximately 18 years.
As of December 31, 2025, the Partnership’s estimate of amortization for each of the five succeeding fiscal years and thereafter for finite-lived intangibles was as follows:
| Amortization | |||||
| 2026 | $ | 124 | |||
| 2027 | 124 | ||||
| 2028 | 124 | ||||
| 2029 | 120 | ||||
| 2030 | 118 | ||||
| Thereafter | 1,195 | ||||
| Total | $ | 1,805 | |||
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.