$ 3,749

Operating expenses:

15

$ 20

^[1]

(26)

(7)

49

^[1]

36

64

^[1]

(129)

0

31

(14)

Loss from discontinued operations, net of income taxes

(78)

12

(237)

(11)

Net income (loss) and comprehensive income (loss)

$ (315)

$ 1

Net income (loss) per limited partner unit - diluted:

Income (Loss) from Continuing Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted

$ (1.11)

$ (0.11)

Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted

(2.63)

(0.11)

Net Income (Loss), Net of Tax, Per Outstanding Limited Partnership Unit, Diluted

(3.74)

(0.22)

Common Units [Member]

Net loss per limited partner unit - basic:

Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax

(1.11)

(0.11)

Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic

(2.63)

(0.11)

Net Income (Loss), Per Outstanding Limited Partnership Unit, Basic, Net of Tax

$ (3.74)

$ (0.22)

Weighted average limited partner units outstanding:

Weighted average limited partner units outstanding (basic) (in shares)

89,753,950

98,609,608

Cash distribution per common unit (in shares)

$ 0.8255

Common Units

Weighted average limited partner units outstanding:

Weighted average limited partner units outstanding (basic) (in shares)

89,753,950

98,609,608

Common Units - Affiliated [Member]

Weighted average limited partner units outstanding:

Weighted average limited partner units oustanding (basic and diluted) (in shares)

90,271,751

98,715,958

Revenues:

$ 135

$ 131

22

41

37

3,749

2,808

Cost of sales:

93

88

General and administrative

14

4

Total cost of sales

3,453

2,552

Gross profit

296

256

Operating expenses:

35

32

Other operating

98

92

15

20

(3)

(2)

49

54

Total operating expenses

200

96

56

34

58

Loss from continuing operations before income taxes

109

0

(47)

(2)

31

(14)

Loss from discontinued operations, net of income taxes

(78)

12

(237)

(11)

Continuing Operations [Member] | Retail Motor Fuel [Member]

Revenues:

445

353

Cost of sales:

Continuing Operations [Member] | Wholesale motor fuel sales to third parties [Member]

401

317

Gross profit

44

36

Revenues:

Continuing Operations [Member] | Wholesale motor fuel sales to affiliates [Member]

3,094

2,244

Revenues:

Continuing Operations [Member] | Wholesale Motor Fuel [Member]

12

21

Revenues:

3,094

2,244

Cost of sales:

Cash flows from operating activities:

2,945

2,143

Gross profit

$ 161

$ 122

[1]	(1)Includes amounts from discontinued operations.

Consolidated Statement of Equity - USD ($) $ in Millions	Total	Common Units	Preferred Units-Affiliated
Cumulative effect of change in revenue recognition accounting principle	$ (54)	$ (54)	$ 0
Beginning balance at Dec. 31, 2017	2,247	1,947	300
Repurchase of common units	(540)	(540)	0
Redemption of Preferred units	(300)	0	(300)
Cash distribution to unitholders	(107)	107	0
Distribution to preferred units	(2)	0	2
Unit-based compensation	3	3	0
Partnership net income (loss)	(315)	(317)	2
Ending balance at Mar. 31, 2018	$ 932	$ 932	$ 0

Consolidated Statements of Cash Flows - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

Net income (loss)

$ (315)

$ 1

Adjustments to reconcile net income (loss) to net cash provided by continuing operating activities:

Loss from discontinued operations

237

11

49

^[1]

26

7

^[1]

(129)

0

Changes in operating assets and liabilities, net of acquisitions:

^[1]

3

4

Accounts receivable

52

Cash flows from investing activities:

Capital expenditures

^[1]

(19)

(66)

Cash flows from discontinued operations:

Net increase (decrease) in cash

70

(46)

Cash and cash equivalents at beginning of period

28

103

Cash and cash equivalents at end of period

98

57

Adjustments to reconcile net income (loss) to net cash provided by continuing operating activities:

Loss from discontinued operations

237

11

Amortization of deferred financing fees

49

54

2

4

3

2

109

0

Inventory valuation adjustment

3

4

Deferred income tax

(29)

14

(25)

13

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

90

97

Receivable from affiliates

(5)

(10)

Inventories

17

40

Other assets

10

23

Accounts payable

(143)

(245)

Accounts payable to affiliates

(28)

2

Accrued liabilities and other current liabilities

403

(8)

Other noncurrent liabilities

4

12

Net cash provided by (used in) continuing operating activities

440

(14)

Cash flows from investing activities:

Capital expenditures

(19)

(24)

Purchase of intangible assets

(1)

(13)

Proceeds from disposal of property and equipment

3

0

Net cash used in investing activities

(17)

(37)

Cash flows from financing activities:

Proceeds from issuance of long-term debt

2,200

0

Payments on long-term debt

(3,447)

(1)

Payments for debt extinguishment costs

(93)

0

Revolver borrowings

414

618

Revolver repayments

(1,179)

(857)

Loan origination costs

(24)

0

Advances from affiliates

0

(84)

Equity issued to ETE, net of issuance costs

0

(300)

Proceeds from issuance of common units, net of offering costs

0

33

Common unit repurchase

540

0

Redemption of equity issued to ETE

(303)

0

Other cash from financing activities, net

0

(1)

Distributions to unitholders

(121)

(104)

Net cash used in financing activities

(3,093)

(96)

Discontinued Operations, Disposed of by Sale [Member]

Cash flows from discontinued operations:

Operating activities

(485)

142

Investing activities

3,214

(40)

Changes in cash included in current assets held for sale

11

(1)

Net Cash Provided by (Used in) Discontinued Operations

$ 2,740

$ 101

[1]	(1)Includes amounts from discontinued operations.

Organization and Principles of Consolidation

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Principles of Consolidation

As used in this document, the terms “Partnership,” “SUN,” “we,” “us,” and “our” should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise.

We are managed by Sunoco GP LLC, our general partner (“General Partner”). As of March 31, 2018, Energy Transfer Equity, L.P. (“ETE”), a publicly traded master limited partnership, owns 100% of the membership interests in our General Partner, a 2.3% limited partner interest in us and all of our incentive distribution rights. Energy Transfer Partners, L.P. (“ETP”), another publicly traded master limited partnership which is also controlled by ETE, owns a 26.5% limited partner interest in us as of March 31, 2018.

The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, and our wholly-owned subsidiaries. We distribute motor fuels across more than 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. We also operate convenience retail stores in Hawaii and New Jersey.

On April 6, 2017, certain subsidiaries of the Partnership (collectively, the “Sellers”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with 7-Eleven, Inc., a Texas corporation (“7-Eleven”) and SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (“SEI Fuel,” and, together with 7-Eleven, referred to herein collectively as “Buyers”). On January 23, 2018, we completed the disposition of assets pursuant to the Amended and Restated Asset Purchase Agreement entered by and among Sellers, Buyers and certain other named parties for the limited purposes set forth therein, pursuant to which the parties agreed to amend and restate the Purchase Agreement to reflect commercial agreements and updates made by the parties in connection with consummation of the transactions contemplated by the Purchase Agreement. Under the Purchase Agreement, as amended and restated, we sold a portfolio of 1,030 company operated retail fuel outlets, together with ancillary businesses and related assets to Buyers for approximately $3.2 billion (the “7-Eleven Transaction”). On January 18, 2017, with the assistance of a third-party brokerage firm, we launched a portfolio optimization plan to market and sell 97 real estate assets located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The results of these operations (the real estate optimization assets, together with the 7-Eleven Transaction, the “Retail Divestment”) have been reported as discontinued operations for all periods presented in the consolidated financial statements. See Note 4 for more information related to the Purchase Agreement, the optimization plan, and the discontinued operations. All other footnotes present results of the continuing operations.

On April 1, 2018, the Partnership completed the conversion of 207 retail sites located in certain West Texas, Oklahoma and New Mexico markets to a single commission agent.

Our primary operations are conducted by the following consolidated subsidiaries:

Wholesale Subsidiaries


•	Sunoco, LLC (“Sunoco LLC”), a Delaware limited liability company, primarily distributes motor fuel in 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama and the Greater Dallas, Texas metroplex.


•	Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands.

Retail Subsidiaries (Also See Note 4)


•	Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.


•	Susser Holdings Corporation (“Susser”), a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico and Oklahoma through Stripes-branded convenience stores. Susser merged with and into Stripes LLC, a Texas limited liability company, on April 1, 2018.


•	Sunoco Retail LLC (“Sunoco Retail”), a Pennsylvania limited liability company, owns and operates convenience stores that sell motor fuel and merchandise primarily in Pennsylvania, New York, and Florida.


•	MACS Retail LLC, a Virginia limited liability company, owns and operates convenience stores, in Virginia, Maryland, and Tennessee.


•	Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates convenience stores on the Hawaiian Islands.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on gross profit, income from operations, net income (loss) and comprehensive income (loss), the balance sheets or statements of cash flows.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Interim Financial Statements

The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Pursuant to Regulation S-X, certain information and disclosures normally included in the annual financial statements have been condensed or omitted. The consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 23, 2018.

Significant Accounting Policies

As of March 31, 2018, the only material change in the Partnership's significant accounting policies, as compared to those described in the Annual Report on Form 10-K for the year ended December 31, 2017, was the adoption of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, described below under Recently Adopted Accounting Pronouncement.

Motor Fuel and Sales Taxes

Certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for wholesale direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales.

For retail locations where the Partnership holds inventory, including consignment arrangements, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $53 million and $76 million for the three months ended March 31, 2018 and 2017, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

Recently Issued Accounting Pronouncements

FASB ASU No. 2016-02. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842), which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. In January 2018, the FASB proposed amending the new leasing guidance such that entities may elect not to restate their comparative periods in the period of adoption. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures.

We are in the process of evaluating our lease contracts to determine the potential impact of adopting the new standard. At this point in our evaluation process, we have determined that the timing and/or amount of lease assets and lease liabilities that we recognize on certain contracts will be impacted by the adoption of the new standard; however, we are still in the process of quantifying this impact. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us.

In January 2018, the FASB issued Accounting Standards Update No. 2018-01, which provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under Topic 840. The Partnership expects to adopt ASU 2016-02 and elect the practical expedient under ASU 2018-01 in the first quarter of 2019 and is currently evaluating the impact that adopting this new standard will have on the consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncement

FASB ASU No. 2014-09. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification (“ASC”) Topic 606. On January 1, 2018 we adopted ASC Topic 606, which is effective for interim and annual reporting periods beginning on or after December 15, 2017. The new standard requires us to recognize revenue when a customer obtains control rather than when we have transferred substantially all risks and rewards of a good or service and requires expanded disclosures. It also outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes ASC 605 - Revenue Recognition and industry-specific guidance.

We have completed a detailed review of revenue contracts representative of our business segments and their revenue streams as of the adoption date. As a result of the evaluation performed, we have determined that the timing and amount of revenue that we recognize on certain contracts is impacted by the adoption of the new standard. These adjustments are primarily related to the change in recognition of dealer incentives and rebates. In addition to the evaluation performed, we have made appropriate design and implementation updates to our business processes, systems and internal controls to support recognition and disclosure under the new standard.

The Partnership has elected to apply the modified retrospective method to adopt the new standard. The implementation of the new standard has an impact on the measurement of recognition of revenue. The cumulative and ongoing effects of the adoption impact the following financials - the Consolidated Balance Sheet, the Consolidated Statement of Operations and Comprehensive Income (Loss), and the Statement of Equity. Additionally, new disclosures have been added in accordance with ASC Topic 606.

Utilizing the practical expedients allowed under the modified retrospective adoption method, ASC Topic 606 was only applied to existing contracts for which the Partnership has remaining performance obligations as of January 1, 2018, and new contracts entered into after January 1, 2018. ASC Topic 606 was not applied to contracts that were completed prior to January 1, 2018.

For contracts in scope of the new revenue standard as of January 1, 2018, we recognized a cumulative effect adjustment to retained earnings to account for the differences in timing of revenue recognition. The comparative information has not been restated under the modified retrospective method and continues to be reported under the accounting standards in effect for those periods.

The material adjustments to the opening balance sheet primarily relate to a change in timing of revenue recognition for variable consideration, such as incentives paid to customers, as well as a change in timing of revenue recognition for franchise fee revenue. Historically, an asset was recognized related to the contract incentives which was amortized over the life of the agreement. Under the new standard, the timing of the recognition of incentives changed due to application of the expected value method to estimate variable consideration. Additionally, under the new standard the change in timing of franchise fee revenue is due to the treatment of revenue recognition from the symbolic license over the term of the agreement.

The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU No. 2014-09 was as follows:



	Balance at December 31, 2017		Adjustments Due to ASC 606			Balance at January 1, 2018
	(in millions)
Assets
Other current assets	$	81	$	8		$	89
Property and Equipment, net	1,557		—			1,557
Intangible assets, net	768		(100		)	668
Other noncurrent assets	45		39			84
Liabilities and Equity
Other noncurrent liabilities	125		1			126
Common unitholders	1,947		(54		)	1,893

The adoption of the new revenue standard resulted in reclassifications to/from revenue, cost of sales, and operating expenses. Additionally, changes in timing of revenue recognition have required the creation of contract asset or contract liability balances, as well as certain balance sheet reclassifications. In accordance with the requirements of Topic 606, the disclosure below shows the impact of adopting the new standard on the income statement and the balance sheet.



	For the Three Months Ended March 31, 2018
	As Reported		Balances Without Adoption of ASC 606		Effect of Change Higher/(Lower)
	(in millions)
Revenues
Wholesale motor fuel sales to third parties	$	3,094	$	3,104	$	(10	)
Other	41		41		—
Costs of Sales
Other	14		15		(1		)
Operating Expenses
Other Operating	98		100		(2		)
Depreciation, amortization and accretion	49		55		(6		)

	March 31, 2018
	As Reported		Balances Without Adoption of ASC 606		Effect of Change Higher/(Lower)
	(in millions)
Assets
Other current assets	$	71	$	62	$	9
Property and Equipment, net	1,522		1,522		—
Intangible assets, net	656		761		(105		)
Other noncurrent assets	91		49		42
Liabilities and Equity
Other noncurrent liabilities	137		136		1
Common unitholders	932		987		(55		)

Acquisitions	3 Months Ended
Acquisitions	Mar. 31, 2018
Business Combinations [Abstract]
Acquisitions	Acquisitions On April 3, 2018, our subsidiary, Sunoco LLC, entered into an Asset Purchase Agreement with Superior Plus Energy Services, Inc. (“Superior”), a New York Corporation, pursuant to which it agreed to acquire certain wholesale fuel distribution assets and related terminal assets from Superior for approximately $40 million plus working capital adjustments. The assets consist of a network of approximately 100 dealers, several hundred commercial contracts and three terminals, which are connected to major pipelines serving the Upstate New York market. The transaction closed on April 25, 2018. On January 4, 2018, the Partnership entered into an Asset Purchase Agreement with 7-Eleven and SEI Fuel, pursuant to which the Partnership agreed to acquire 26 retail fuel outlets from 7-Eleven and SEI Fuel for approximately $50 million. The transaction closed on April 2, 2018. The Partnership subsequently converted the acquired stations from company-operated sites to commission agent locations.

Discontinued Operations (Notes)

3 Months Ended

Mar. 31, 2018

Discontinued Operations [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Discontinued Operations

On January 23, 2018, we completed the disposition of assets pursuant to the Amended and Restated Asset Purchase Agreement entered by and among Sellers, Buyers and certain other named parties for the limited purposes set forth therein, pursuant to which the parties agreed to amend and restate the Purchase Agreement to reflect commercial agreements and updates made by the parties in connection with consummation of the transactions contemplated by the Purchase Agreement. Subsequent to the closing of the 7-Eleven Transaction, previously eliminated wholesale motor fuel sales to the Partnership's retail locations are reported as wholesale motor fuel sales to third parties. Also, the related accounts receivable from such sales are no longer eliminated from the consolidated balance sheets and are reported as accounts receivable.

In connection with the closing of the transactions contemplated by the Purchase Agreement, we entered into a Distributor Motor Fuel Agreement dated as of January 23, 2018 (the “Supply Agreement”), with 7-Eleven and SEI Fuel. The Supply Agreement consists of a 15-year take-or-pay fuel supply arrangement under which we have agreed to supply approximately 2.0 billion gallons of fuel annually plus additional aggregate growth volumes of up to 500 million gallons to be added incrementally over the first four years. For the period from January 1, 2018 through January 22, 2018 and the three months ended March 31, 2017, we recorded sales to the sites that were subsequently sold to 7-Eleven of $199 million and $705 million, respectively, that were eliminated in consolidation. We recorded payments on trade receivables from 7-Eleven of $612 million in first quarter of 2018 subsequent to the closing of the sale.

On January 18, 2017, with the assistance of a third-party brokerage firm, we launched a portfolio optimization plan to market and

sell 97 real estate assets. Real estate assets included in this process are company-owned locations, undeveloped greenfield sites and other excess real estate. Properties are located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The properties will be sold through a sealed-bid sale. Of the 97 properties, 47 have been sold, one is under contract to be sold and eight continue to be marketed by the third-party brokerage firm. Additionally, 32 were sold to 7-Eleven and nine are part of the approximately 207 retail sites located in certain West Texas, Oklahoma and New Mexico markets which will be operated by a commission agent.

The Partnership has concluded that it meets the accounting requirements for reporting the financial position, results of operations and cash flows of the Retail Divestment as discontinued operations. See Note 1 for further information regarding the Retail Divestment.

The following tables present the aggregate carrying amounts of assets and liabilities classified as held for sale in the Consolidated Balance Sheets:



	March 31, 2018		December 31, 2017
	(in millions)
Carrying amount of assets held for sale:
Cash	$	—	$	21
Inventories	—		149
Other current assets	—		16
Property and equipment, net	6		1,851
Goodwill	—		796
Intangible assets, net	—		477
Other noncurrent assets	—		3
Total assets held for sale	$	6	$	3,313

Carrying amount of liabilities associated with assets held for sale:
Long term debt	$	—	$	21
Other current and noncurrent liabilities	—		54
Total liabilities associated with assets held for sale	$	—	$	75

Upon the classification of assets and related liabilities as held for sale, Sunoco LP’s management applied the measurement guidance in ASC 360, Property, Plant and Equipment, to calculate the fair value less cost to sell of the disposal group. In accordance with ASC 360-10-35-39, management first tested the goodwill included within the disposal group for impairment prior to measuring the disposal group’s fair value less the cost to sell. In the determination of the classification of assets held for sale and the related liabilities, management allocated a portion of the goodwill balance previously included in the Sunoco LP retail and Stripes reporting units to assets held for sale based on the relative fair values of the business to be disposed of and the portion of the respective reporting unit that will be retained. The amount of goodwill allocated to assets held for sale was approximately $796 million as of December 31, 2017. The remainder of the goodwill was allocated to the retained portion of the retail and Stripes reporting units, which comprises Sunoco LP’s ethanol plant, credit card processing services, franchise royalties and retail stores the Partnership continues to operate in the continental United States. This amount, inclusive of the portion of the Aloha reporting unit that represents retail activities, was approximately $678 million as of March 31, 2018 and December 31, 2017.

During 2017, management performed goodwill impairment testing on its reporting units included in assets held for sale resulting in impairment charges of $387 million. Of this amount, $102 million was allocated to the sites reclassified to continuing operations in the fourth quarter within the retail and Stripes reporting units. Once allocated, management performed goodwill impairment tests on both reporting units to which the goodwill balances were allocated. No goodwill impairment was identified for the retail or Stripes reporting units as a result of these tests.

The Partnership recorded transaction costs of $1 million during the three months ended March 31, 2018, as a result of the 7-Eleven Transaction.

The results of operations associated with discontinued operations are presented in the following table:



	For the Three Months Ended March 31,
	2018			2017
	(in millions)
Revenues:
Motor fuel sales	$	256		$	1,162
Merchandise	89			409
Rental income	—			1
Other	4			14
Total revenues	349			1,586
Cost of sales:
Motor fuel cost of sales	240			1,057
Merchandise cost of sales	65			282
Other	—			—
Total cost of sales	305			1,339
Gross profit	44			247
Operating expenses:
General and administrative	2			32
Other operating	57			171
Rent	4			14
Loss on disposal of assets	23			5
Depreciation, amortization and accretion expense	—			33
Total operating expenses	86			255
Operating loss	(42		)	(8		)
Interest expense, net	2			6
Loss on extinguishment of debt and other	20			—
Loss from discontinued operations before income taxes	(64		)	(14		)
Income tax expense (benefit)	173			(3		)
Loss from discontinued operations, net of income taxes	$	(237	)	$	(11	)

Accounts Receivable, net

3 Months Ended

Mar. 31, 2018

Accounts Receivable, Net [Abstract]

Accounts Receivable, net

Accounts receivable, net, consisted of the following:



	March 31, 2018			December 31, 2017
	(in millions)
Accounts receivable, trade	$	289		$	285
Credit card receivables	104			160
Vendor receivables for rebates, branding, and other	18			29
Other receivables	42			69
Allowance for doubtful accounts	(2		)	(2		)
Accounts receivable, net	$	451		$	541

- Definition

The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.

+ References + Details

Inventories, net

3 Months Ended

Mar. 31, 2018

Inventory Disclosure [Abstract]

Inventories, net

Inventories, net, consisted of the following:



	March 31, 2018		December 31, 2017
	(in millions)
Fuel	$	393	$	387
Merchandise	30		30
Other	11		9
Inventories, net	$	434	$	426

Property and Equipment, net

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Property and equipment, net, consisted of the following:



	March 31, 2018		December 31, 2017
	(in millions)
Land	$	523	$	516
Buildings and leasehold improvements	716		714
Equipment	660		623
Construction in progress	120		159
Total property and equipment	2,019		2,012
Less: accumulated depreciation	497		455
Property and equipment, net	$	1,522	$	1,557

Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Intangible Assets, net

Goodwill

Goodwill represents the excess of the purchase price of an acquired entity over the amounts allocated to the assets acquired and liabilities assumed in a business combination. At March 31, 2018 and December 31, 2017 we had $1.4 billion of goodwill recorded in conjunction with past business combinations.

Goodwill is not amortized, but is tested annually for impairment, or more frequently if events and circumstances indicate that the asset might be impaired. In accordance with ASC 350-20-35 “Goodwill - Subsequent Measurements”, during 2017, management performed goodwill impairment testing on its reporting units included in assets held for sale resulting in impairment charges of $387 million. Of this amount, $102 million was allocated to the sites reclassified to continuing operations in the fourth quarter within the retail and Stripes reporting units. Once allocated, management performed goodwill impairment tests on both reporting units to which the goodwill balances were allocated. No goodwill impairment was identified for the retail or Stripes reporting units as a result of these tests.

As of March 31, 2018, we evaluated potential impairment indicators. We believe no impairment events occurred during the three months ended March 31, 2018, and we believe the assumptions used in the analysis performed in 2017 are still relevant and indicative of our current operating environment. As a result, no impairment was recorded to goodwill during the period from January 1, 2018 through March 31, 2018.

Other Intangible Assets

Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following:



	March 31, 2018						December 31, 2017
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
	(in millions)
Indefinite-lived
Tradenames	$	295	$	—	$	295	$	295	$	—	$	295
Contractual rights	30		—		30		30		—		30
Liquor licenses	12		—		12		12		—		12
Finite-lived
Customer relations including supply agreements (1)	549		242		307		674		256		418
Favorable leasehold arrangements, net	12		5		7		12		5		7
Loan origination costs (2)	10		7		3		10		6		4
Other intangibles	5		3		2		5		3		2
Intangible assets, net	$	913	$	257	$	656	$	1,038	$	270	$	768

_______________________________


(1)	Decrease in gross carrying amount is mainly due to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers, see Note 2.


(2)	Loan origination costs are associated with the 2014 Revolver, see Note 10 for further information on the 2014 Revolver.

We review amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of amortizable intangible assets is not recoverable, we reduce the carrying amount of such assets to fair value. We review non-amortizable intangible assets for impairment annually, or more frequently if circumstances dictate.

During the fourth quarter of 2017, the Partnership performed the annual impairment tests on our indefinite-lived intangible assets and recognized $13 million and $4 million of impairment charges on our contractual rights and liquor licenses, respectively, primarily due to decreases in projected future revenues and cash flows from the date the intangible assets were originally recorded.

Customer relations and supply agreements have a remaining weighted-average life of approximately 11 years. Favorable leasehold arrangements have a remaining weighted-average life of approximately 14 years. Non-competition agreements and other intangible assets have a remaining weighted-average life of approximately 13 years. Loan origination costs have a remaining weighted-average life of approximately 2 years.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2018

Accrued Expenses And Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

Current accrued expenses and other current liabilities consisted of the following:



	March 31, 2018		December 31, 2017
	(in millions)
Wage and other employee-related accrued expenses	$	25	$	72
Accrued tax expense	601		180
Accrued insurance	14		26
Accrued interest expense	25		43
Dealer deposits	16		16
Other	78		31
Total	$	759	$	368

Long-Term Debt

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt consisted of the following:



	March 31, 2018		December 31, 2017
	(in millions)
Term Loan (1)	$	—	$	1,243
Sale leaseback financing obligation	111		113
2014 Revolver	—		765
4.875% Senior Notes Due 2023	1,000		—
5.500% Senior Notes Due 2026	800		—
5.875% Senior Notes Due 2028	400		—
6.375% Senior Notes Due 2023 (2)	—		800
5.500% Senior Notes Due 2020 (2)	—		600
6.250% Senior Notes Due 2021 (2)	—		800
Other	2		3
Total debt	2,313		4,324
Less: current maturities	5		6
Less: debt issuance costs	25		34
Long-term debt, net of current maturities	$	2,283	$	4,284

_______________________________


(1)	The Term Loan was repaid in full and terminated on January 23, 2018.


(2)	The Senior Notes were redeemed on January 23, 2018.

Term Loan

The senior secured term loan agreement (the “Term Loan”) provided secured financing in an aggregate principal amount of up to $2.035 billion, which we borrowed in full.

The Term Loan was repaid in full and terminated on January 23, 2018. See 2018 Private Offering of Senior Notes below.

2018 Private Offering of Senior Notes

On January 23, 2018, we and certain of our wholly owned subsidiaries, including Sunoco Finance Corp. (together with the Partnership, the “Issuers”) completed a private offering of $2.2 billion of senior notes, comprised of $1.0 billion in aggregate principal amount of 4.875% senior notes due 2023 (the “2023 Notes”), $800 million in aggregate principal amount of 5.500% senior notes due 2026 (the “2026 Notes”) and $400 million in aggregate principal amount of 5.875% senior notes due 2028 (the “2028 Notes” and, together with the 2023 Notes and the 2026 Notes, the “Notes”).

The terms of the Notes are governed by an indenture dated January 23, 2018, among the Issuers, and certain other subsidiaries of the Partnership (the “Guarantors”) and U.S. Bank National Association, as trustee. The 2023 Notes will mature on January 15, 2023 and interest is payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2018. The 2026 Notes will mature on February 15, 2026 and interest is payable semi-annually on February 15 and August 15 of each year, commencing August 15, 2018. The 2028 Notes will mature on March 15, 2028 and interest is payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2018. The Notes are senior obligations of the Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries and certain of its future subsidiaries. The Notes and guarantees are unsecured and rank equally with all of the Issuers’ and each Guarantor’s existing and future senior obligations. The Notes and guarantees are effectively subordinated to the Issuers’ and each Guarantor’s secured obligations, including obligations under the Partnership’s 2014 Revolver (as defined below), to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the Notes. ETC M-A Acquisition LLC (“ETC M-A”), a subsidiary of ETP, guarantees collection to the Issuers with respect to the payment of the principal amount of the Notes. ETC M-A is not subject to any of the covenants under the Indenture.

In connection with our issuance of the Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the Notes for an issue of registered notes with terms substantively identical to each series of Notes and evidencing the same indebtedness as the Notes on or before January 23, 2019.

The Partnership used the proceeds from the private offering, along with proceeds from the 7-Eleven Transaction, to: 1) redeem in full our existing senior notes as of December 31, 2017, comprised of $800 million in aggregate principal amount of 6.250% senior notes due 2021, $600 million in aggregate principal amount of 5.500% senior notes due 2020, and $800 million in aggregate principal amount of 6.375% senior notes due 2023; 2) repay in full and terminate the Term Loan; 3) pay all closing costs in connection with the 7-Eleven Transaction; 4) redeem the outstanding Series A Preferred Units held by ETE for an aggregate redemption amount of approximately $313 million; and 5) repurchase 17,286,859 SUN common units owned by subsidiaries of ETP for aggregate cash consideration of approximately $540 million.

6.250% Senior Notes Due 2021

The 2021 Senior Notes were redeemed and the indenture governing the 2021 Senior Notes was discharged on January 23, 2018. The redemption amount includes the original consideration of $800 million and a $32 million call premium plus accrued and unpaid interest. See 2018 Private Offering of Senior Notes above.

5.500% Senior Notes Due 2020

The 2020 Senior Notes were redeemed and the indenture governing the 2020 Senior Notes was discharged on January 23, 2018. The redemption amount includes the original consideration of $600 million and a $17 million call premium plus accrued and unpaid interest. See 2018 Private Offering of Senor Notes above.

6.375% Senior Notes Due 2023

The 2023 Senior Notes were redeemed and the indenture governing the 2023 Senior Notes was discharged on January 23, 2018. The redemption amount includes the original consideration of $800 million and a $44 million call premium plus accrued and unpaid interest. See 2018 Private Offerings of Senior Notes above.

Revolving Credit Agreement

On September 25, 2014, we entered into a $1.25 billion revolving credit facility (the “2014 Revolver”) among the Partnership, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swingline lender and a line of credit issuer. Proceeds from the revolving credit facility were used to pay off the Partnership’s then-existing revolving credit facility entered into on September 25, 2012. On April 10, 2015, we received a $250 million increase in commitments under the 2014 Revolver and, as a result, we are permitted to borrow up to $1.5 billion on a revolving credit basis.

The 2014 Revolver expires on September 25, 2019 (which date may be extended in accordance with the terms of the 2014 Revolver). Borrowings under the 2014 Revolver bear interest at a base rate (a rate based off of the higher of (i) the Federal Funds Rate (as defined in the revolving credit facility) plus 0.500%, (ii) Bank of America’s prime rate or (iii) one-month LIBOR (as defined in the 2014 Revolver) plus 1.000%) or LIBOR, in each case plus an applicable margin ranging from 1.500% to 3.000%, in the case of a LIBOR loan, or from 0.500% to 2.000%, in the case of a base rate loan (determined with reference to the Partnership’s Leverage Ratio (as defined in the 2014 Revolver)). Upon the first achievement by the Partnership of an investment grade credit rating, the applicable margin will decrease to a range of 1.125% to 2.000%, in the case of a LIBOR loan, or from 0.125% to 1.000%, in the case of a base rate loan (determined with reference to the credit rating for the Partnership’s senior, unsecured, non-credit enhanced long-term debt). Interest is payable quarterly if the base rate applies, at the end of the applicable interest period if LIBOR applies and at the end of the month if daily floating LIBOR applies. In addition, the unused portion of the revolving credit facility will be subject to a commitment fee ranging from 0.250% to 0.500%, based on the Partnership’s Leverage Ratio. Upon the first achievement by the Partnership of an investment grade credit rating, the commitment fee will decrease to a range of 0.125% to 0.275%, based on the Partnership’s credit rating as described above.

Indebtedness under the 2014 Revolver is secured by a security interest in, among other things, all of the Partnership’s present and future personal property and all of the present and future personal property of its guarantors, the capital stock of its material subsidiaries (or 66% of the capital stock of material foreign subsidiaries), and any intercompany debt. Upon the first achievement by the Partnership of an investment grade credit rating, all security interests securing borrowings under the revolving credit facility will be released. Indebtedness incurred under the 2014 Revolver is secured on a pari passu basis with the indebtedness incurred under the Term Loan pursuant to a collateral trust arrangement whereby a financial institution agrees to act as common collateral agent for all pari passu indebtedness.

On October 16, 2017, the Partnership entered into the Fifth Amendment to the Credit Agreement with the lenders party thereto and Bank of America, N.A., in its capacity as a letter of credit issuer, as swing line lender, and as administrative agent (the “Fifth Amendment”). The Fifth Amendment amended the agreement to (i) permit the dispositions contemplated by the Retail Divestment, (ii) extend the interest coverage ratio covenant of 2.25x through maturity, (iii) modify the definition of consolidated EBITDA to include projected margins from the minimum gallons to be purchased under any fuel supply contract entered into in connection with the 7-Eleven Transaction, and (iv) modify the leverage ratio covenants. In the event no disposition has been consummated, the Partnership must maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through September 30, 2017, 6.75 to 1.0, (ii) as of December 31, 2017, 6.75 to 1.0, (iii) as of March 31, 2018, 6.50 to 1.0, (iv) as of June 30, 2018, 6.25 to 1.0, (v) as of September 30, 2018, 6.00 to 1.0, (vi) as of December 31, 2018, 5.75 to 1.0 and (vii) thereafter, 5.50 to 1.0. In the event either the disposition of the 7-Eleven Assets or the disposition of the West Texas Assets (but not both of them) has been consummated, the Partnership must maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through September 30, 2017, 6.75 to 1.0, (ii) as of December 31, 2017, 6.00 to 1.0, (iii) as of March 31, 2018, 5.75 to 1.0, (iv) as of June 30, 2018, 5.50 to 1.0, (v) as of September 30, 2018, 5.50 to 1.0, (vi) as of December 31, 2018, 5.50 to 1.0 and (vii) thereafter, 5.50 to 1.0. In the event both the dispositions of the 7-Eleven Assets and the disposition of the West Texas Assets have been consummated, the Partnership must maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through September 30, 2017, 6.75 to 1.0, (ii) as of December 31, 2017, 5.75 to 1.0, (iii) as of March 31, 2018, 5.75 to 1.0, (iv) as of June 30, 2018, 5.50 to 1.0, (v) as of September 30, 2018, 5.50 to 1.0, (vi) as of December 31, 2018, 5.50 to 1.0 and (vii) thereafter, 5.50 to 1.0. Notwithstanding the foregoing, if a specified acquisition period is in effect at any time that the maximum leverage ratio would otherwise be 5.50 to 1.0, such maximum leverage ratio shall be 6.00 to 1.0.

As of March 31, 2018, the balance on the 2014 Revolver was zero, and $8 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at March 31, 2018 was $1.5 billion. The Partnership was in compliance with all financial covenants at March 31, 2018.

Sale Leaseback Financing Obligation

On April 4, 2013, Southside Oil, LLC (“Southside”) completed a sale leaseback transaction with two separate companies for 50 of its dealer operated sites. As Southside did not meet the criteria for sale leaseback accounting, this transaction was accounted for as a financing arrangement over the course of the lease agreement. The obligations mature in varying dates through 2033, require monthly interest and principal payments, and bear interest at 5.125%. The obligation related to this transaction is included in long-term debt and the balance outstanding as of March 31, 2018 was $111 million.

Fair Value Measurements

We use fair value measurements to measure, among other items, purchased assets, investments, leases and derivative contracts. We also use them to assess impairment of properties, equipment, intangible assets and goodwill. An asset's fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters, or is derived from such prices or parameters. Where observable prices or inputs are not available, unobservable prices or inputs are used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.

ASC 820 “Fair Value Measurements and Disclosures” prioritizes the inputs used in measuring fair value into the following hierarchy:


Level 1	Quoted prices (unadjusted) in active markets for identical assets or liabilities;


Level 2	Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;


Level 3	Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

The estimated fair value of debt is calculated using Level 2 inputs. The fair value of debt as of March 31, 2018, is estimated to be approximately $2.2 billion, based on outstanding balances as of the end of the period using current interest rates for similar securities.

Other noncurrent liabilities Other noncurrent liabilities

3 Months Ended

Mar. 31, 2018

Other Noncurrent Liabilities [Abstract]

Other Liabilities Disclosure [Text Block]

Other Noncurrent Liabilities

Other noncurrent liabilities consisted of the following:



	March 31, 2018		December 31, 2017
	(in millions)
Accrued straight-line rent	$	12	$	13
Reserve for underground storage tank removal	50		41
Reserve for environmental remediation	24		23
Unfavorable lease liability	17		10
Aloha acquisition contingent consideration	15		15
Others	19		23
Total	$	137	$	125

Related-Party Transactions

3 Months Ended

Mar. 31, 2018

Related-Party Transactions

We are party to the following fee-based commercial agreements with various affiliates of ETP:

•

Philadelphia Energy Solutions Products Purchase Agreements – two related products purchase agreements, one with Philadelphia Energy Solutions Refining & Marketing (“PES”) and one with PES’s product financier Merrill Lynch Commodities; both purchase agreements contain 12-month terms that automatically renew for consecutive 12-month terms until either party cancels with notice. ETP Retail Holdings, LLC, a subsidiary of ETP, owns a noncontrolling interest in the parent of PES.


•	ETP Transportation and Terminalling Contracts – various agreements with subsidiaries of ETP for pipeline, terminalling and storage services. We also have agreements with subsidiaries of ETP for the purchase and sale of fuel.

We are party to the Susser Distribution Contract, a 10-year agreement under which we are the exclusive distributor of motor fuel at cost (including tax and transportation costs), plus a fixed profit margin per gallon to Susser’s existing Stripes convenience stores and independently operated commission agent locations. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

We are party to the Sunoco Distribution Contract, a 10-year agreement under which we are the exclusive distributor of motor fuel to Sunoco Retail’s convenience stores. Pursuant to the agreement, pricing is cost plus a fixed margin per gallon. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

In connection with the closing of our IPO on September 25, 2012, we also entered into an Omnibus Agreement with Susser (the “Omnibus Agreement”). Pursuant to the Omnibus Agreement, among other things, the Partnership received a three-year option to purchase from Susser up to 75 of Susser's new or recently constructed Stripes convenience stores at Susser's cost and lease the stores back to Susser at a specified rate for a 15-year initial term. The Partnership is the exclusive distributor of motor fuel to such stores for a period of 10 years from the date of purchase. During 2015, we completed all 75 sale-leaseback transactions under the Omnibus Agreement.

Summary of Transactions

Significant affiliate activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income (Loss) is as follows:


•	Net advances from affiliates were $85 million as of March 31, 2018 and December 31, 2017. Advances from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Sunoco (R&M), LLC and Sunoco Retail and Sunoco (R&M), LLC, which are in place for purposes of cash management.


•	Net accounts receivable from affiliates were $160 million and $155 million as of March 31, 2018 and December 31, 2017, respectively, which are primarily related to motor fuel purchases from us.


•	Net accounts payable to affiliates was $178 million and $206 million as of March 31, 2018 and December 31, 2017, respectively, which are related to operational expenses and fuel pipeline purchases.


•	Wholesale motor fuel sales to affiliates of $12 million and $21 million for the three months ended March 31, 2018 and 2017, respectively.


•	Bulk fuel purchases from affiliates of $777 million and $545 million for the three months ended March 31, 2018 and 2017, respectively, which is included in wholesale motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income (Loss).

Revenue (Notes)

3 Months Ended

Mar. 31, 2018

Revenue [Abstract]

Revenue from Contract with Customer [Text Block]


13.	Revenue

Disaggregation of Revenue

We operate our business in two primary operating segments, wholesale and retail, both of which are included as reportable segments. We disaggregate revenue within the operating segments by channels.

The following table depicts the disaggregation of revenue by segment:



	For the Three Months Ended March 31, 2018
	(in millions)
Retail Segment
Retail Motor Fuel	$	445
Merchandise	135
Other	30
Total Retail Revenue	610
Wholesale Segment
Dealer	800
Distributor	1,623
Unbranded Wholesale	562
Commission Agent	121
Rental Income (1)	19
Other	14
Total Wholesale Revenue	3,139
Total Revenue	$	3,749

________________________________


(1)	Rental Income is the result of our lease arrangements which are outside the scope of ASC Topic 606.

Wholesale Revenue

The Partnership’s wholesale operations earn revenue from the following channels: sales to Dealers, sales to Distributors, Unbranded Wholesale Revenue, Commission Agent Revenue, Rental Income, and Other Income. Wholesale motor fuel revenue consists primarily of the sale of motor fuel under supply agreements with third party customers and affiliates. Fuel supply contracts with our wholesale customers generally provide that we distribute motor fuel at a formula price based on published rates, volume-based profit margin, and other terms specific to the agreement. The customer is invoiced the agreed-upon price with most payment terms ranging less than 30 days. If the consideration promised in a contract includes a variable amount, the Partnership estimates the variable consideration amount and factors in such an estimate to determine the transaction price under the expected value method.

Revenue is recognized under the wholesale motor fuel contracts at the point in time the customer takes control of the fuel. At the time control is transferred to the customer the sale is considered final, because the agreements do not grant customers the right to return motor fuel. Under the new standard, to determine when control transfers to the customer, the shipping terms of the contract are assessed as shipping terms are considered a primary indicator of the transfer of control. For FOB shipping point terms, revenue is recognized at the time of shipment. The performance obligation with respect to the sale of goods is satisfied at the time of shipment since the customer gains control at this time under the terms. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Once the goods are shipped, the Partnership is precluded from redirecting the shipment to another customer and revenue is recognized.

Commission agent revenue consists of sales from consignment agreements between the Partnership and select operators. The Partnership supplies motor fuel to sites operated by commission agents and sells the fuel directly to the end customer. In consignment arrangements, control of the product is transferred at the point in time when the goods are removed from consignment stock and sold to the end customer. To reflect the transfer of control, the Partnership recognizes consignment revenue at the point in time fuel is sold to the end customer.

Retail Revenue

The Partnership’s retail operations earn revenue from the following channels: Retail Motor Fuel Sales, Merchandise Sales, and Other Income. Retail Motor Fuel Sales consist of fuel sales to consumers at company-operated retail convenience stores. Merchandise Revenue comprises the in-store merchandise and foodservice sales at company-operated convenience stores. Other Income represents a variety of other services within our retail segment including car washes, lottery, automated teller machines, money orders, prepaid phone cards and wireless services. Revenue from retail operations is recognized when (or as) the performance obligations are satisfied (i.e. when the customer obtains control of the good).

Contract Balances with Customers

The Partnership satisfies its obligations by transferring goods or services in exchange for consideration from customers. The timing of performance may differ from the timing the associated consideration is paid to or received from the customer, thus resulting in the recognition of a contract asset or a contract liability.

The Partnership recognizes a contract asset when making upfront consideration payments to certain customers. The upfront considerations represent a pre-paid incentive, as these payments are not made for distinct goods or services provided by the customer. The pre-payment incentives are recognized as a contract asset upon payment and amortized as a reduction of revenue over the term of the specific agreement.

The Partnership recognizes a contract liability if the customer's payment of consideration precedes the entity's fulfillment of the performance obligations. We maintain some franchise agreements requiring dealers to make one-time upfront payments for long term license agreements. The Partnership recognizes a contract liability when the upfront payment is received and recognizes revenue over the term of the license.

The balances of receivables from contracts with customers listed in the table below include both current trade receivables and long-term receivables, net of allowance for doubtful accounts. The allowance for receivables represents our best estimate of the probable losses associated with potential customer defaults. We determine the allowance based on historical experience and on a specific identification basis.

The opening and closing balances of the Partnership’s contract assets and contract liabilities are as follows:



	Balance at January 1, 2018		Balance at March 31, 2018		Increase/ (Decrease)
	(in millions)
Contract Balances
Contract Asset	$	51	$	55	$	4
Accounts receivable from contracts with customers	$	445	$	393	$	(52	)
Contract Liability	$	1	$	1	$	—

The amount of revenue recognized in the current period that was included in the opening contract liability balance was $0.1 million. This amount of revenue is a result of changes in the transaction price of the Partnership’s contracts with customers. The difference in the opening and closing balances of the contract asset and contract liability primarily results from the timing difference between entity's performance and the customer’s payment.

Performance Obligations

At contract inception, the Partnership assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, the Partnership considers all the goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, the Partnership allocates the total contract consideration to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when (or as) the performance obligations are satisfied, that is, when the customer obtains control of the good or service.

The Partnership distributes fuel under long-term contracts to branded distributors, branded and unbranded third party dealers, and branded and unbranded retail fuel outlets. Sunoco-branded supply contracts with distributors generally have both time and volume commitments that establish contract duration. These contracts have an initial term of approximately nine years, with an estimated, volume-weighted term remaining of approximately four years.

As part of the Purchase Agreement with 7-Eleven, the Partnership and 7-Eleven and SEI Fuel (collectively, the “Distributor”) have entered into a 15-year take-or-pay fuel supply agreement in which the Distributor is required to purchase a minimum volume of fuel annually. We expect to recognize this revenue in accordance with the contract as we transfer control of the product to the customer. However, in case of annual shortfall we will recognize the amount payable by the Distributor ratably over the remaining period associated with the shortfall. The transaction price of the contract is variable in nature, fluctuating based on market conditions. The Partnership has elected to take the practical expedient not to estimate the amount of variable consideration allocated to wholly unsatisfied performance obligations.

In some contractual arrangements, the Partnership grants dealers a franchise license to operate the Partnership’s convenience stores over the life of a franchise agreement. In return for the grant of the convenience store license, the dealer makes a one-time nonrefundable franchise fee payment to the Partnership plus sales based royalties payable to the Partnership at a contractual rate during the period of the franchise agreement. Under the requirements of ASC Topic 606, the franchise license is deemed to be a symbolic license for which recognition of revenue over time is the most appropriate measure of progress toward complete satisfaction of the performance obligation. Revenue from this symbolic license is recognized evenly over the license period.

As of March 31, 2018, the aggregate amount of revenue expected to be recognized related to unsatisfied or partially satisfied franchise fee performance obligations (contract liabilities) is approximately $0.4 million for the remainder of 2018, $0.3 million in 2019, $0.2 million in 2020, and $0.1 million thereafter.

Costs to Obtain or Fulfill a Contract

The Partnership recognizes an asset from the costs incurred to obtain a contract (e.g. sales commissions) only if it expects to recover those costs. On the other hand, the costs to fulfill a contract are capitalized if the costs are specifically identifiable to a contract, would result in enhancing resources that will be used in satisfying performance obligations in future, and are expected to be recovered. These capitalized costs are recorded as a part of Other Assets and are amortized on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. The amount of amortization expense that the Partnership recognized for the period ended March 31, 2018 was $3 million. The Partnership has also made a policy election of expensing the costs to obtain a contract, as and when they are incurred, in cases where the expected amortization period is one year or less.

Practical Expedients Selected by the Partnership

For the period ended March 31, 2018, the Partnership elected the following practical expedients in accordance with ASC 606:


•	Significant financing component - The Partnership elected not to adjust the promised amount of consideration for the effects of significant financing component if the Partnership expects at contract inception that the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

•

Incremental costs of obtaining a contract - The Partnership generally expenses sales commissions when incurred because the amortization period would have been less than one year. We record these costs within general and administrative expenses. The Partnership elected to expense the incremental costs of obtaining a contract when the amortization period for such contracts would have been one year or less.


•	Shipping and handling costs - The Partnership elected to account for shipping and handling activities that occur after the customer has obtained control of a good as fulfillment activities (i.e., an expense) rather than as a promised service.


•	Measurement of transaction price - The Partnership has elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Partnership from a customer, for e.g. sales tax, value added tax etc.


•	Variable consideration of wholly unsatisfied performance obligations - The Partnership has elected to exclude the estimate of variable consideration to the allocation of wholly unsatisfied performance obligations.

Commitments And Contingencies

3 Months Ended

Mar. 31, 2018

Leases [Abstract]

Commitments and Contingencies

Leases

The Partnership leases certain convenience store and other properties under non-cancellable operating leases whose initial terms are typically 5 to 15 years, with some having a term of 40 years or more, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease. In addition, certain leases require additional contingent payments based on sales or motor fuel volumes. We typically are responsible for payment of real estate taxes, maintenance expenses and insurance. These properties are either sublet to third parties or used for our convenience store operations.

Net rent expense consisted of the following:



	For the Three Months Ended March 31,
	2018		2017
	(in millions)
Cash rent:
Store base rent (1) (2)	$	15	$	16
Equipment and other rent (3)	—		4
Total cash rent	15		20
Non-cash rent:
Straight-line rent	—		—
Net rent expense	$	15	$	20

________________________________


(1)	Store base rent includes the Partnership's rent expense for leased convenience store properties which are subleased to third-party operators. The sublease income from these sites is recorded in rental income on the statement of operations and totaled $6 million and $6 million for the three months ended March 31, 2018 and 2017, respectively.


(2)	Store base rent includes contingent rent expense totaling $1 million and $4 million for the three months ended March 31, 2018 and 2017, respectively.


(3)	Equipment and other rent consists primarily of vehicles and marine transportation vessels.

Interest Expense, net

3 Months Ended

Mar. 31, 2018

Interest Income (Expense), Net [Abstract]

Interest Expense, net

Components of net interest expense were as follows:



	For the Three Months Ended March 31,
	2018			2017
	(in millions)
Interest expense	$	34		$	55
Amortization of deferred financing fees	2			4
Interest income	(2		)	(1		)
Interest expense, net	$	34		$	58

Income Tax Expense

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Income Tax Expense

As a partnership, we are generally not subject to federal income tax and most state income taxes. However, the Partnership conducts certain activities through corporate subsidiaries which are subject to federal and state income taxes.

Our effective tax rate differs from the statutory rate primarily due to Partnership earnings that are not subject to U.S. federal and most state income taxes at the Partnership level. A reconciliation of income tax expense from continuing operations at the U.S. federal statutory rate to net income tax expense (benefit) is as follows:



	For the Three Months Ended March 31,
	2018			2017
	(in million)
Tax at statutory federal rate (1)	$	(10	)	$	(1	)
Partnership earnings not subject to tax	9			(13		)
Statutory tax rate changes	29			—
Other	3			—
Net income tax expense (benefit)	$	31		$	(14	)

________________________________


(1)	In December 2017, the “Tax Cuts and Jobs Act” was signed into law. Among other provisions, the highest corporate federal income tax rate was reduced from 35% to 21% for tax years beginning after December 31, 2017.

Partners' Capital

3 Months Ended

Mar. 31, 2018

Partners' Capital [Abstract]

Partners' Capital

As of March 31, 2018, ETE and ETP or their subsidiaries owned 28,463,967 common units, which constitutes 34.5% of our outstanding common units. As of March 31, 2018, our consolidated subsidiaries owned 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”) and the public owned 54,028,041 common units.

Series A Preferred Units

On March 30, 2017, the Partnership entered into a Series A Preferred Unit Purchase Agreement with ETE, relating to the issue and sale by the Partnership to ETE of 12,000,000 Series A Preferred Units (the “Preferred Units”) representing limited partner interests in the Partnership at a price per Preferred Unit of $25.00 (the “Offering”). The Offering closed on March 30, 2017, and the Partnership received proceeds from the Offering of $300 million, which it used to repay indebtedness under its revolving credit facility.

On January 25, 2018, the Partnership redeemed all outstanding Series A Preferred Units held by ETE for an aggregate redemption amount of approximately $313 million. The redemption amount includes the original consideration of $300 million and a 1% call premium plus accrued and unpaid quarterly distributions.

Common Units

On February 7, 2018, subsequent to the record date for SUN’s fourth quarter 2017 distribution, the Partnership repurchased 17,286,859 SUN common units owned by ETP for aggregate cash consideration of approximately $540 million. The repurchase price per common unit was $31.2376, which is equal to the volume weighted average trading price of SUN common units on the New York Stock Exchange for the ten trading days ending on January 23, 2018. The Partnership funded the repurchase with cash on hand.

Activity of our common units for the three months ended March 31, 2018 is as follows:



	Number of Units
Number of common units at December 31, 2017	99,667,999
Common units repurchase	(17,286,859	)
Phantom unit vesting	110,868
Number of common units at March 31, 2018	82,492,008

Allocation of Net Income

Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to ETE.

The calculation of net income allocated to the partners is as follows (in millions, except per unit amounts):



	For the Three Months Ended March 31,
	2018			2017
Attributable to Common Units
Distributions (a)	$	68		$	82
Distributions in excess of net income	(404		)	(104		)
Limited partners' interest in net income (loss)	$	(336	)	$	(22	)

(a) Distributions declared per unit to unitholders as of record date	$	0.8255		$	0.8255

Class C Units

Class C Units (i) are not convertible or exchangeable into Common Units or any other units of the Partnership and are non-redeemable; (ii) are entitled to receive distributions of available cash of the Partnership (other than available cash derived from or attributable to any distribution received by the Partnership from PropCo, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries) at a fixed rate equal to $0.8682 per quarter for each Class C Unit outstanding, (iii) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law, (iv) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of PropCo, or the Partnership’s ownership of any indebtedness of PropCo or any of its subsidiaries (“PropCo Items”), (v) will be allocated gross income (other than from PropCo Items) in an amount equal to the cash distributed to the holders of Class C Units and (vi) will be allocated depreciation, amortization and cost recovery deductions as if the Class C Units were Common Units and 1% of certain allocations of net termination gain (other than from PropCo Items).

Pursuant to the terms described above, these distributions do not have an impact on the Partnership’s consolidated cash flows and as such, are excluded from total cash distributions and allocation of limited partners’ interest in net income. For the three months ended March 31, 2018, Class C distributions declared totaled $14 million.

Incentive Distribution Rights

The following table illustrates the percentage allocations of available cash from operating surplus between our common unitholders and the holder of our incentive distribution rights (“IDRs”) based on the specified target distribution levels, after the payment of distributions to Class C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount.” The percentage interests shown for our common unitholders and our IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.



		Marginal percentage interest in distributions
	Total quarterly distribution per Common Unit target amount	Common Unitholders		Holder of IDRs
Minimum Quarterly Distribution	$0.4375	100	%	—
First Target Distribution	Above $0.4375 up to $0.503125	100	%	—
Second Target Distribution	Above $0.503125 up to $0.546875	85	%	15	%
Third Target Distribution	Above $0.546875 up to $0.656250	75	%	25	%
Thereafter	Above $0.656250	50	%	50	%

Cash Distributions

Our Partnership Agreement sets forth the calculation used to determine the amount and priority of cash distributions that the common unitholders receive.

Cash distributions paid or payable during 2018 were as follows:



	Limited Partners
Payment Date	Per Unit Distribution		Total Cash Distribution		Distribution to IDR Holders
	(in millions, except per unit amounts)
May 15, 2018	$	0.8255	$	68	$	18
February 14, 2018	$	0.8255	$	82	$	21



	Series A Preferred Unit Holder
Payment Date	Total Cash Distribution
	(in millions)
January 25, 2018 (1)	$	10

________________________________


(1)	$10 million cash distribution paid on January 25, 2018 includes $8 million cash distribution for the three months ended December 31, 2017 and $2 million cash distribution for the period from January 1, 2018 through January 25, 2018.

Unit-Based Compensation

3 Months Ended

Mar. 31, 2018

Share-based Compensation [Abstract]

Unit-Based Compensation

The Partnership has issued phantom units to its employees and non-employee directors, which vest 60% after three years and 40% after five years. Phantom units have the right to receive distributions prior to vesting. The fair value of these units is the market price of our common units on the grant date, and is amortized over the five-year vesting period using the straight-line method. Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income was $3 million and $4 million for the three months ended March 31, 2018 and 2017, respectively. The total fair value of phantom units vested during the three months ended March 31, 2018 and 2017, was $5 million and $0.4 million, respectively, based on the market price of SUN’s common units as of the vesting date. Unrecognized compensation cost related to our nonvested restricted phantom units totaled $27 million as of March 31, 2018, which is expected to be recognized over a weighted average period of 3.78 years. The fair value of nonvested phantom units outstanding as of March 31, 2018 totaled $56 million.

A summary of our phantom unit award activity is as follows:



	Number of Phantom Common Units		Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2016	2,013,634		$	34.43
Granted	203,867		28.31
Vested	(289,377	)	45.48
Forfeited	(150,823	)	34.71
Outstanding at December 31, 2017	1,777,301		31.89
Granted	420,300		28.86
Vested	(169,996	)	28.18
Forfeited	(214,344	)	31.93
Outstanding at March 31, 2018	1,813,261		$	30.96

Segment Reporting

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Segment Reporting

Segment information is prepared on the same basis that our Chief Operating Decision Maker (“CODM”) reviews financial information for operational decision-making purposes. We operate our business in two primary segments, wholesale and retail, both of which are included as reportable segments. No operating segments have been aggregated in identifying the two reportable segments.

We allocate shared revenue and costs to each segment based on the way our CODM measures segment performance. Partnership overhead costs, interest and other expenses not directly attributable to a reportable segment are allocated based on segment gross profit.

We report EBITDA and Adjusted EBITDA by segment as a measure of segment performance. We define EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense. We define Adjusted EBITDA to include adjustments for non-cash compensation expense, gains and losses on disposal of assets and impairment charges, unrealized gains and losses on commodity derivatives and inventory adjustments.

Wholesale Segment

Our wholesale segment purchases motor fuel primarily from independent refiners and major oil companies and supplies it to our retail segment, to independently-operated dealer stations under long-term supply agreements, and to distributors and other consumers of motor fuel. Also included in the wholesale segment are motor fuel sales to commission agent locations and sales and costs related to processing transmix. We distribute motor fuels across more than 30 states throughout the East Coast and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. Sales of fuel from our wholesale segment to our retail segment are delivered at cost plus a profit margin. These amounts are reflected in intercompany eliminations of motor fuel revenue and motor fuel cost of sales. Also included in our wholesale segment is rental income from properties that we lease or sublease.

Retail Segment

Prior to the completion of the Retail Divestment, our retail segment primarily operated branded retail convenience stores across more than 20 states throughout the East Coast and Southeast regions of the United States with a significant presence in Texas, Pennsylvania, New York, Florida, and Hawaii. These stores offer motor fuel, merchandise, foodservice, and a variety of other services including car washes, lottery, automated teller machines, money orders, prepaid phone cards and wireless services. The operations of the Retail Divestment are included in discontinued operations in the following segment information. Subsequent to the completion of the Retail Divestment, the remaining retail segment includes the Partnership's ethanol plant, credit card services, franchise royalties, and its retail operations in Hawaii and the continental United States.

The following tables present financial information by segment for the three months ended March 31, 2018 and 2017:



	For the Three Months Ended March 31,
	2018											2017
	Wholesale Segment			Retail Segment			Intercompany Eliminations		Totals			Wholesale Segment			Retail Segment			Intercompany Eliminations		Totals
	(in millions)
Revenue
Retail motor fuel	$	—		$	445				$	445		$	—		$	353				$	353
Wholesale motor fuel sales to third parties	3,094			—					3,094			2,244			—					2,244
Wholesale motor fuel sales to affiliates	12			—					12			21			—					21
Merchandise	—			135					135			—			131					131
Rental income	19			3					22			19			3					22
Other	14			27					41			13			24					37
Intersegment sales	404			34			(438	)	—			327			35			(362	)	—
Total revenue	3,543			644			(438	)	3,749			2,624			546			(362	)	2,808
Gross profit
Retail motor fuel	—			44					44			—			36					36
Wholesale motor fuel	161			—					161			122			—					122
Merchandise	—			42					42			—			43					43
Rental and other	29			20					49			28			27					55
Total gross profit	190			106					296			150			106					256
Total operating expenses	119			81					200			91			109					200
Operating income (loss)	71			25					96			59			(3		)			56
Interest expense, net	19			15					34			20			38					58
Loss on extinguishment of debt and other	109			—					109			—			—					—
Income (loss) from continuing operations before income taxes	(57		)	10					(47		)	39			(41		)			(2		)
Income tax expense (benefit)	1			30					31			1			(15		)			(14		)
Income (loss) from continuing operations	(58		)	(20		)			(78		)	38			(26		)			12
Loss from discontinued operations, net of income taxes (See Note 4)	—			(237		)			(237		)	—			(11		)			(11		)
Net income (loss) and comprehensive income (loss)	$	(58	)	$	(257	)			$	(315	)	$	38		$	(37	)			$	1
Depreciation, amortization and accretion (1)	28			21					49			22			65					87
Interest expense, net (1)	19			17					36			20			44					64
Income tax expense (benefit) (1)	1			203					204			1			(18		)			(17		)
EBITDA	(10		)	(16		)			(26		)	81			54					135
Non-cash compensation expense (1)	—			3					3			—			4					4
Loss on disposal of assets (1)	3			23					26			2			5					7
Loss on extinguishment of debt and other (1)	109			20					129			—			—					—
Unrealized gain on commodity derivatives (1)	—			—					—			(5		)	—					(5		)
Inventory fair value adjustments (1)	(25		)	(1		)			(26		)	13			1					14
Other non-cash adjustments	3			—					3			—			—					—
Adjusted EBITDA	$	80		$	29				$	109		$	91		$	64				$	155
Capital expenditures (1)	$	12		$	7				$	19		$	12		$	54				$	66
Total assets as of March 31, 2018 and December 31, 2017, respectively	$	3,073		$	1,846				$	4,919		$	3,130		$	5,214				$	8,344

________________________________


(1)	Includes amounts from discontinued operations.

Net Income per Unit

3 Months Ended

Mar. 31, 2018

Net Income Per Unit [Abstract]

Net Income per Unit

Net income per unit applicable to limited partners is computed by dividing limited partners’ interest in net income by the weighted‑average number of outstanding common units. Our net income is allocated to the limited partners in accordance with their respective partnership percentages, after giving effect to any priority income allocations for incentive distributions and distributions on employee unit awards. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit.

In addition to the common units, we identify the IDRs as participating securities and use the two-class method when calculating net income per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, consisting of unvested phantom units.

A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows:



	For the Three Months Ended March 31,
	2018			2017
	(in millions, except units and per unit amounts)
Income (loss) from continuing operations	$	(78	)	$	12
Less:
Distributions on Series A Preferred units	2			—
Incentive distribution rights	18			21
Distributions on nonvested phantom unit awards	1			2
Limited partners' interest in net loss from continuing operations	$	(99	)	$	(11	)
Loss from discontinued operations	$	(237	)	$	(11	)
Weighted average limited partner units outstanding:
Common - basic	89,753,950			98,609,608
Common - equivalents	517,801			106,350
Common - diluted	90,271,751			98,715,958
Loss from continuing operations per limited partner unit:
Common - basic	$	(1.11	)	$	(0.11	)
Common - diluted	$	(1.11	)	$	(0.11	)
Loss from discontinued operations per limited partner unit:
Common - basic	$	(2.63	)	$	(0.11	)
Common - diluted	$	(2.63	)	$	(0.11	)

Organization and Principles of Consolidation Organization and Principles of Consolidation (Policies)	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Significant Accounting Policies [Text Block]	All significant intercompany accounts and transactions have been eliminated in consolidation. Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on gross profit, income from operations, net income (loss) and comprehensive income (loss), the balance sheets or statements of cash flows.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Motor Fuel and Sales Taxes

Certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for wholesale direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales.

For retail locations where the Partnership holds inventory, including consignment arrangements, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $53 million and $76 million for the three months ended March 31, 2018 and 2017, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

Recently Issued Accounting Pronouncements

FASB ASU No. 2016-02. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842), which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. In January 2018, the FASB proposed amending the new leasing guidance such that entities may elect not to restate their comparative periods in the period of adoption. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures.

We are in the process of evaluating our lease contracts to determine the potential impact of adopting the new standard. At this point in our evaluation process, we have determined that the timing and/or amount of lease assets and lease liabilities that we recognize on certain contracts will be impacted by the adoption of the new standard; however, we are still in the process of quantifying this impact. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us.

In January 2018, the FASB issued Accounting Standards Update No. 2018-01, which provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under Topic 840. The Partnership expects to adopt ASU 2016-02 and elect the practical expedient under ASU 2018-01 in the first quarter of 2019 and is currently evaluating the impact that adopting this new standard will have on the consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncement

FASB ASU No. 2014-09. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification (“ASC”) Topic 606. On January 1, 2018 we adopted ASC Topic 606, which is effective for interim and annual reporting periods beginning on or after December 15, 2017. The new standard requires us to recognize revenue when a customer obtains control rather than when we have transferred substantially all risks and rewards of a good or service and requires expanded disclosures. It also outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes ASC 605 - Revenue Recognition and industry-specific guidance.

We have completed a detailed review of revenue contracts representative of our business segments and their revenue streams as of the adoption date. As a result of the evaluation performed, we have determined that the timing and amount of revenue that we recognize on certain contracts is impacted by the adoption of the new standard. These adjustments are primarily related to the change in recognition of dealer incentives and rebates. In addition to the evaluation performed, we have made appropriate design and implementation updates to our business processes, systems and internal controls to support recognition and disclosure under the new standard.

The Partnership has elected to apply the modified retrospective method to adopt the new standard. The implementation of the new standard has an impact on the measurement of recognition of revenue. The cumulative and ongoing effects of the adoption impact the following financials - the Consolidated Balance Sheet, the Consolidated Statement of Operations and Comprehensive Income (Loss), and the Statement of Equity. Additionally, new disclosures have been added in accordance with ASC Topic 606.

Utilizing the practical expedients allowed under the modified retrospective adoption method, ASC Topic 606 was only applied to existing contracts for which the Partnership has remaining performance obligations as of January 1, 2018, and new contracts entered into after January 1, 2018. ASC Topic 606 was not applied to contracts that were completed prior to January 1, 2018.

For contracts in scope of the new revenue standard as of January 1, 2018, we recognized a cumulative effect adjustment to retained earnings to account for the differences in timing of revenue recognition. The comparative information has not been restated under the modified retrospective method and continues to be reported under the accounting standards in effect for those periods.

The material adjustments to the opening balance sheet primarily relate to a change in timing of revenue recognition for variable consideration, such as incentives paid to customers, as well as a change in timing of revenue recognition for franchise fee revenue. Historically, an asset was recognized related to the contract incentives which was amortized over the life of the agreement. Under the new standard, the timing of the recognition of incentives changed due to application of the expected value method to estimate variable consideration. Additionally, under the new standard the change in timing of franchise fee revenue is due to the treatment of revenue recognition from the symbolic license over the term of the agreement.

The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU No. 2014-09 was as follows:



	Balance at December 31, 2017		Adjustments Due to ASC 606			Balance at January 1, 2018
	(in millions)
Assets
Other current assets	$	81	$	8		$	89
Property and Equipment, net	1,557		—			1,557
Intangible assets, net	768		(100		)	668
Other noncurrent assets	45		39			84
Liabilities and Equity
Other noncurrent liabilities	125		1			126
Common unitholders	1,947		(54		)	1,893

The adoption of the new revenue standard resulted in reclassifications to/from revenue, cost of sales, and operating expenses. Additionally, changes in timing of revenue recognition have required the creation of contract asset or contract liability balances, as well as certain balance sheet reclassifications. In accordance with the requirements of Topic 606, the disclosure below shows the impact of adopting the new standard on the income statement and the balance sheet.



	For the Three Months Ended March 31, 2018
	As Reported		Balances Without Adoption of ASC 606		Effect of Change Higher/(Lower)
	(in millions)
Revenues
Wholesale motor fuel sales to third parties	$	3,094	$	3,104	$	(10	)
Other	41		41		—
Costs of Sales
Other	14		15		(1		)
Operating Expenses
Other Operating	98		100		(2		)
Depreciation, amortization and accretion	49		55		(6		)

	March 31, 2018
	As Reported		Balances Without Adoption of ASC 606		Effect of Change Higher/(Lower)
	(in millions)
Assets
Other current assets	$	71	$	62	$	9
Property and Equipment, net	1,522		1,522		—
Intangible assets, net	656		761		(105		)
Other noncurrent assets	91		49		42
Liabilities and Equity
Other noncurrent liabilities	137		136		1
Common unitholders	932		987		(55		)

Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]

The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU No. 2014-09 was as follows:



	Balance at December 31, 2017		Adjustments Due to ASC 606			Balance at January 1, 2018
	(in millions)
Assets
Other current assets	$	81	$	8		$	89
Property and Equipment, net	1,557		—			1,557
Intangible assets, net	768		(100		)	668
Other noncurrent assets	45		39			84
Liabilities and Equity
Other noncurrent liabilities	125		1			126
Common unitholders	1,947		(54		)	1,893

The adoption of the new revenue standard resulted in reclassifications to/from revenue, cost of sales, and operating expenses. Additionally, changes in timing of revenue recognition have required the creation of contract asset or contract liability balances, as well as certain balance sheet reclassifications. In accordance with the requirements of Topic 606, the disclosure below shows the impact of adopting the new standard on the income statement and the balance sheet.



	For the Three Months Ended March 31, 2018
	As Reported		Balances Without Adoption of ASC 606		Effect of Change Higher/(Lower)
	(in millions)
Revenues
Wholesale motor fuel sales to third parties	$	3,094	$	3,104	$	(10	)
Other	41		41		—
Costs of Sales
Other	14		15		(1		)
Operating Expenses
Other Operating	98		100		(2		)
Depreciation, amortization and accretion	49		55		(6		)

	March 31, 2018
	As Reported		Balances Without Adoption of ASC 606		Effect of Change Higher/(Lower)
	(in millions)
Assets
Other current assets	$	71	$	62	$	9
Property and Equipment, net	1,522		1,522		—
Intangible assets, net	656		761		(105		)
Other noncurrent assets	91		49		42
Liabilities and Equity
Other noncurrent liabilities	137		136		1
Common unitholders	932		987		(55		)

Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2018

Discontinued Operations [Abstract]

schedule of assets and liabilities classified as held for sale [Table Text Block]

The following tables present the aggregate carrying amounts of assets and liabilities classified as held for sale in the Consolidated Balance Sheets:



	March 31, 2018		December 31, 2017
	(in millions)
Carrying amount of assets held for sale:
Cash	$	—	$	21
Inventories	—		149
Other current assets	—		16
Property and equipment, net	6		1,851
Goodwill	—		796
Intangible assets, net	—		477
Other noncurrent assets	—		3
Total assets held for sale	$	6	$	3,313

Carrying amount of liabilities associated with assets held for sale:
Long term debt	$	—	$	21
Other current and noncurrent liabilities	—		54
Total liabilities associated with assets held for sale	$	—	$	75

schedule of operation results associated with discontinued operations [Table Text Block]

The results of operations associated with discontinued operations are presented in the following table:



	For the Three Months Ended March 31,
	2018			2017
	(in millions)
Revenues:
Motor fuel sales	$	256		$	1,162
Merchandise	89			409
Rental income	—			1
Other	4			14
Total revenues	349			1,586
Cost of sales:
Motor fuel cost of sales	240			1,057
Merchandise cost of sales	65			282
Other	—			—
Total cost of sales	305			1,339
Gross profit	44			247
Operating expenses:
General and administrative	2			32
Other operating	57			171
Rent	4			14
Loss on disposal of assets	23			5
Depreciation, amortization and accretion expense	—			33
Total operating expenses	86			255
Operating loss	(42		)	(8		)
Interest expense, net	2			6
Loss on extinguishment of debt and other	20			—
Loss from discontinued operations before income taxes	(64		)	(14		)
Income tax expense (benefit)	173			(3		)
Loss from discontinued operations, net of income taxes	$	(237	)	$	(11	)

Accounts Receivable, net (Tables)

3 Months Ended

Mar. 31, 2018

Accounts Receivable, Net [Abstract]

Schedule of Accounts Receivable

Accounts receivable, net, consisted of the following:



	March 31, 2018			December 31, 2017
	(in millions)
Accounts receivable, trade	$	289		$	285
Credit card receivables	104			160
Vendor receivables for rebates, branding, and other	18			29
Other receivables	42			69
Allowance for doubtful accounts	(2		)	(2		)
Accounts receivable, net	$	451		$	541

Inventories, net (Tables)

3 Months Ended

Mar. 31, 2018

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories, net, consisted of the following:



	March 31, 2018		December 31, 2017
	(in millions)
Fuel	$	393	$	387
Merchandise	30		30
Other	11		9
Inventories, net	$	434	$	426

Property And Equipment, net (Tables)

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net, consisted of the following:



	March 31, 2018		December 31, 2017
	(in millions)
Land	$	523	$	516
Buildings and leasehold improvements	716		714
Equipment	660		623
Construction in progress	120		159
Total property and equipment	2,019		2,012
Less: accumulated depreciation	497		455
Property and equipment, net	$	1,522	$	1,557

Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived and Indefinite-Lived Intangible Assets

Other Intangible Assets

Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following:



	March 31, 2018						December 31, 2017
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
	(in millions)
Indefinite-lived
Tradenames	$	295	$	—	$	295	$	295	$	—	$	295
Contractual rights	30		—		30		30		—		30
Liquor licenses	12		—		12		12		—		12
Finite-lived
Customer relations including supply agreements (1)	549		242		307		674		256		418
Favorable leasehold arrangements, net	12		5		7		12		5		7
Loan origination costs (2)	10		7		3		10		6		4
Other intangibles	5		3		2		5		3		2
Intangible assets, net	$	913	$	257	$	656	$	1,038	$	270	$	768

_______________________________


(1)	Decrease in gross carrying amount is mainly due to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers, see Note 2.


(2)	Loan origination costs are associated with the 2014 Revolver, see Note 10 for further information on the 2014 Revolver.

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2018

Accrued Expenses And Other Current Liabilities [Abstract]

Schedule of Accrued Liabilities

Current accrued expenses and other current liabilities consisted of the following:



	March 31, 2018		December 31, 2017
	(in millions)
Wage and other employee-related accrued expenses	$	25	$	72
Accrued tax expense	601		180
Accrued insurance	14		26
Accrued interest expense	25		43
Dealer deposits	16		16
Other	78		31
Total	$	759	$	368

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:



	March 31, 2018		December 31, 2017
	(in millions)
Term Loan (1)	$	—	$	1,243
Sale leaseback financing obligation	111		113
2014 Revolver	—		765
4.875% Senior Notes Due 2023	1,000		—
5.500% Senior Notes Due 2026	800		—
5.875% Senior Notes Due 2028	400		—
6.375% Senior Notes Due 2023 (2)	—		800
5.500% Senior Notes Due 2020 (2)	—		600
6.250% Senior Notes Due 2021 (2)	—		800
Other	2		3
Total debt	2,313		4,324
Less: current maturities	5		6
Less: debt issuance costs	25		34
Long-term debt, net of current maturities	$	2,283	$	4,284

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21475-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=64930739&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28541-108399

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21521-112644

+ Details

Other noncurrent liabilities (Tables)

3 Months Ended

Mar. 31, 2018

Change of asset retirement obligations [Abstract]

Other Noncurrent Liabilities [Table Text Block]



	March 31, 2018		December 31, 2017
	(in millions)
Accrued straight-line rent	$	12	$	13
Reserve for underground storage tank removal	50		41
Reserve for environmental remediation	24		23
Unfavorable lease liability	17		10
Aloha acquisition contingent consideration	15		15
Others	19		23
Total	$	137	$	125

Revenue (Tables)

3 Months Ended

Mar. 31, 2018

Revenue [Abstract]

Disaggregation of Revenue [Table Text Block]

The following table depicts the disaggregation of revenue by segment:



	For the Three Months Ended March 31, 2018
	(in millions)
Retail Segment
Retail Motor Fuel	$	445
Merchandise	135
Other	30
Total Retail Revenue	610
Wholesale Segment
Dealer	800
Distributor	1,623
Unbranded Wholesale	562
Commission Agent	121
Rental Income (1)	19
Other	14
Total Wholesale Revenue	3,139
Total Revenue	$	3,749

________________________________


(1)	Rental Income is the result of our lease arrangements which are outside the scope of ASC Topic 606.

Contract with Customer, Asset and Liability [Table Text Block]

The opening and closing balances of the Partnership’s contract assets and contract liabilities are as follows:



	Balance at January 1, 2018		Balance at March 31, 2018		Increase/ (Decrease)
	(in millions)
Contract Balances
Contract Asset	$	51	$	55	$	4
Accounts receivable from contracts with customers	$	445	$	393	$	(52	)
Contract Liability	$	1	$	1	$	—

The amount of revenue recognized in the current period that was included in the opening contract liability balance was $0.1 million. This amount of revenue is a result of changes in the transaction price of the Partnership’s contracts with customers. The difference in the opening and closing balances of the contract asset and contract liability primarily results from the timing difference between entity's performance and the customer’s payment.

Commitments And Contingencies (Tables)

3 Months Ended

Mar. 31, 2018

Leases [Abstract]

Schedule of Rent Expense

Net rent expense consisted of the following:



	For the Three Months Ended March 31,
	2018		2017
	(in millions)
Cash rent:
Store base rent (1) (2)	$	15	$	16
Equipment and other rent (3)	—		4
Total cash rent	15		20
Non-cash rent:
Straight-line rent	—		—
Net rent expense	$	15	$	20

________________________________


(1)	Store base rent includes the Partnership's rent expense for leased convenience store properties which are subleased to third-party operators. The sublease income from these sites is recorded in rental income on the statement of operations and totaled $6 million and $6 million for the three months ended March 31, 2018 and 2017, respectively.


(2)	Store base rent includes contingent rent expense totaling $1 million and $4 million for the three months ended March 31, 2018 and 2017, respectively.


(3)	Equipment and other rent consists primarily of vehicles and marine transportation vessels.

Interest Expense, net (Tables)

3 Months Ended

Mar. 31, 2018

Interest Income (Expense), Net [Abstract]

Schedule of Interest Expense Net

nterest expense were as follows:



	For the Three Months Ended March 31,
	2018			2017
	(in millions)
Interest expense	$	34		$	55
Amortization of deferred financing fees	2			4
Interest income	(2		)	(1		)
Interest expense, net	$	34		$	58

Income Tax Expense (Tables)

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of income tax expense from continuing operations at the U.S. federal statutory rate to net income tax expense (benefit) is as follows:



	For the Three Months Ended March 31,
	2018			2017
	(in million)
Tax at statutory federal rate (1)	$	(10	)	$	(1	)
Partnership earnings not subject to tax	9			(13		)
Statutory tax rate changes	29			—
Other	3			—
Net income tax expense (benefit)	$	31		$	(14	)

Partners' Capital (Tables)

3 Months Ended

Mar. 31, 2018

Partners' Capital [Abstract]

Distribution of Preferred Unit [Table Text Block]



	Series A Preferred Unit Holder
Payment Date	Total Cash Distribution
	(in millions)
January 25, 2018 (1)	$	10

Schedule of Common Units

Activity of our common units for the three months ended March 31, 2018 is as follows:



	Number of Units
Number of common units at December 31, 2017	99,667,999
Common units repurchase	(17,286,859	)
Phantom unit vesting	110,868
Number of common units at March 31, 2018	82,492,008

Schedule of Net Income Allocation By Partners

The calculation of net income allocated to the partners is as follows (in millions, except per unit amounts):



	For the Three Months Ended March 31,
	2018			2017
Attributable to Common Units
Distributions (a)	$	68		$	82
Distributions in excess of net income	(404		)	(104		)
Limited partners' interest in net income (loss)	$	(336	)	$	(22	)

(a) Distributions declared per unit to unitholders as of record date	$	0.8255		$	0.8255

Schedule of Incentive Distribution Rights to Limited Partners

The following table illustrates the percentage allocations of available cash from operating surplus between our common unitholders and the holder of our incentive distribution rights (“IDRs”) based on the specified target distribution levels, after the payment of distributions to Class C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount.” The percentage interests shown for our common unitholders and our IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.



		Marginal percentage interest in distributions
	Total quarterly distribution per Common Unit target amount	Common Unitholders		Holder of IDRs
Minimum Quarterly Distribution	$0.4375	100	%	—
First Target Distribution	Above $0.4375 up to $0.503125	100	%	—
Second Target Distribution	Above $0.503125 up to $0.546875	85	%	15	%
Third Target Distribution	Above $0.546875 up to $0.656250	75	%	25	%
Thereafter	Above $0.656250	50	%	50	%

Distributions Made to Limited Partner, by Distribution

ash distributions paid or payable during 2018 were as follows:



	Limited Partners
Payment Date	Per Unit Distribution		Total Cash Distribution		Distribution to IDR Holders
	(in millions, except per unit amounts)
May 15, 2018	$	0.8255	$	68	$	18
February 14, 2018	$	0.8255	$	82	$	21

Unit-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2018

Share-based Compensation [Abstract]

Schedule of Nonvested Share Activity

A summary of our phantom unit award activity is as follows:



	Number of Phantom Common Units		Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2016	2,013,634		$	34.43
Granted	203,867		28.31
Vested	(289,377	)	45.48
Forfeited	(150,823	)	34.71
Outstanding at December 31, 2017	1,777,301		31.89
Granted	420,300		28.86
Vested	(169,996	)	28.18
Forfeited	(214,344	)	31.93
Outstanding at March 31, 2018	1,813,261		$	30.96

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2018

Reportable Segments [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]



	For the Three Months Ended March 31,
	2018											2017
	Wholesale Segment			Retail Segment			Intercompany Eliminations		Totals			Wholesale Segment			Retail Segment			Intercompany Eliminations		Totals
	(in millions)
Revenue
Retail motor fuel	$	—		$	445				$	445		$	—		$	353				$	353
Wholesale motor fuel sales to third parties	3,094			—					3,094			2,244			—					2,244
Wholesale motor fuel sales to affiliates	12			—					12			21			—					21
Merchandise	—			135					135			—			131					131
Rental income	19			3					22			19			3					22
Other	14			27					41			13			24					37
Intersegment sales	404			34			(438	)	—			327			35			(362	)	—
Total revenue	3,543			644			(438	)	3,749			2,624			546			(362	)	2,808
Gross profit
Retail motor fuel	—			44					44			—			36					36
Wholesale motor fuel	161			—					161			122			—					122
Merchandise	—			42					42			—			43					43
Rental and other	29			20					49			28			27					55
Total gross profit	190			106					296			150			106					256
Total operating expenses	119			81					200			91			109					200
Operating income (loss)	71			25					96			59			(3		)			56
Interest expense, net	19			15					34			20			38					58
Loss on extinguishment of debt and other	109			—					109			—			—					—
Income (loss) from continuing operations before income taxes	(57		)	10					(47		)	39			(41		)			(2		)
Income tax expense (benefit)	1			30					31			1			(15		)			(14		)
Income (loss) from continuing operations	(58		)	(20		)			(78		)	38			(26		)			12
Loss from discontinued operations, net of income taxes (See Note 4)	—			(237		)			(237		)	—			(11		)			(11		)
Net income (loss) and comprehensive income (loss)	$	(58	)	$	(257	)			$	(315	)	$	38		$	(37	)			$	1
Depreciation, amortization and accretion (1)	28			21					49			22			65					87
Interest expense, net (1)	19			17					36			20			44					64
Income tax expense (benefit) (1)	1			203					204			1			(18		)			(17		)
EBITDA	(10		)	(16		)			(26		)	81			54					135
Non-cash compensation expense (1)	—			3					3			—			4					4
Loss on disposal of assets (1)	3			23					26			2			5					7
Loss on extinguishment of debt and other (1)	109			20					129			—			—					—
Unrealized gain on commodity derivatives (1)	—			—					—			(5		)	—					(5		)
Inventory fair value adjustments (1)	(25		)	(1		)			(26		)	13			1					14
Other non-cash adjustments	3			—					3			—			—					—
Adjusted EBITDA	$	80		$	29				$	109		$	91		$	64				$	155
Capital expenditures (1)	$	12		$	7				$	19		$	12		$	54				$	66
Total assets as of March 31, 2018 and December 31, 2017, respectively	$	3,073		$	1,846				$	4,919		$	3,130		$	5,214				$	8,344

________________________________


(1)	Includes amounts from discontinued operations.

Net Income per Unit (Tables)

3 Months Ended

Mar. 31, 2018

Net Income Per Unit [Abstract]

Schedule of Net Income per Unit, Basic and Diluted

A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows:



	For the Three Months Ended March 31,
	2018			2017
	(in millions, except units and per unit amounts)
Income (loss) from continuing operations	$	(78	)	$	12
Less:
Distributions on Series A Preferred units	2			—
Incentive distribution rights	18			21
Distributions on nonvested phantom unit awards	1			2
Limited partners' interest in net loss from continuing operations	$	(99	)	$	(11	)
Loss from discontinued operations	$	(237	)	$	(11	)
Weighted average limited partner units outstanding:
Common - basic	89,753,950			98,609,608
Common - equivalents	517,801			106,350
Common - diluted	90,271,751			98,715,958
Loss from continuing operations per limited partner unit:
Common - basic	$	(1.11	)	$	(0.11	)
Common - diluted	$	(1.11	)	$	(0.11	)
Loss from discontinued operations per limited partner unit:
Common - basic	$	(2.63	)	$	(0.11	)
Common - diluted	$	(2.63	)	$	(0.11	)

Organization and Principles of Consolidation - Additional Information (Details) $ in Billions	3 Months Ended
	Mar. 31, 2018 state store segment	Apr. 02, 2018 store	Jan. 23, 2018 USD ($)	Jan. 18, 2017 store
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of Stores \| store	47			97
Percentage of membership interest acquired	100.00%
Number of operating segments \| segment	2
Sunoco LLC [Member] \| Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of states in which entity operates (more than) \| state	30
Motor Fuels [Member] \| Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of states in which entity operates (more than) \| state	30
Energy Transfer Partners Limited Partnership [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest	2.30%
ETE [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest	26.50%
7-Eleven sales [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business acquisition, total purchase price \| $			$ 3.2
Subsequent Event [Member] \| TEXAS
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of Stores \| store		207

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Accounting Policies [Abstract]
Motor fuel and sales taxes	$ 53	$ 76

Summary of Significant Accounting Policies Cumulative Effect of Changes due to Adoption of ASU 2014-09 (Details) - USD ($) $ in Millions	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Other current assets	$ 71	$ 89	$ 81
Property and equipment, net	1,522	1,557	1,557
Intangible assets, net	(656)	(668)	(768)
Other noncurrent assets	91	84	45
Other noncurrent liabilities	137	126	125
Common Units
Total partners' capital	$ 932	1,893	$ 1,947
Accounting Standards Update 2014-09 [Member]
Other current assets		8
Property and equipment, net		0
Intangible assets, net		(100)
Other noncurrent assets		39
Other noncurrent liabilities		1
Total partners' capital		$ (54)

Summary of Significant Accounting Policies Effect of change related to ASU 2014-09 (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Revenues	$ 3,749
Depreciation, amortization and accretion	(49)
Other current assets	71	$ 89	$ 81
Property and equipment, net	1,522	1,557	1,557
Intangible assets, net	(656)	(668)	(768)
Other noncurrent assets	91	84	45
Other noncurrent liabilities	137	126	125
Difference between Revenue Guidance in Effect before and after Topic 606 [Member]
Sales Revenue From Wholesale Fuel Sales To Third Parties	(10)
Other	0
Other	(1)
Other operating	(2)
Depreciation, amortization and accretion	(6)
Other current assets	9
Property and equipment, net	0
Intangible assets, net	(105)
Other noncurrent assets	42
Other noncurrent liabilities	1
Total partners' capital	(55)
Calculated under Revenue Guidance in Effect before Topic 606 [Member]
Sales Revenue From Wholesale Fuel Sales To Third Parties	3,104
Other	41
Other	(15)
Other operating	(100)
Depreciation, amortization and accretion	(55)
Other current assets	62
Property and equipment, net	1,522
Intangible assets, net	(761)
Other noncurrent assets	49
Other noncurrent liabilities	136
Total partners' capital	987
Common Units
Total partners' capital	$ 932	$ 1,893	$ 1,947

Acquisitions - Additional Information (Details) $ in Millions			3 Months Ended
	Apr. 03, 2018 USD ($)	Apr. 02, 2018 USD ($) store	Mar. 31, 2018 USD ($) store shares	Mar. 31, 2017 USD ($)	Dec. 31, 2017 shares	Jan. 18, 2017 store	Apr. 01, 2015
Business Acquisition [Line Items]
Percentage of membership interest acquired			100.00%
Revenues			$ 3,749
Net income (loss)			$ (315)	$ 1
Number of Stores \| store			47			97
Common Units [Member]
Business Acquisition [Line Items]
Limited partners' capital account, units issued (in shares) \| shares			82,492,008		99,667,999
Six Point Three Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] \| Senior Notes [Member]
Business Acquisition [Line Items]
Interest rate, stated percentage							6.375%
Subsequent Event [Member] \| TEXAS
Business Acquisition [Line Items]
Number of Stores \| store		207
Subsequent Event [Member] \| Superior Plus Corporation [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	$ 40
Number Of Fuel Storage Terminals	3
Subsequent Event [Member] \| 7-Eleven sales [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred		$ 50
Number of Stores \| store		26

Acquisitions (Recognized Identified Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Goodwill	$ 1,430	$ 1,430

Discontinued Operations Narrative (Details)
$ in Millions

3 Months Ended

12 Months Ended

Mar. 31, 2018

USD ($)

store

Mar. 31, 2017

USD ($)

Dec. 31, 2017

USD ($)

Jan. 18, 2017

store

Goodwill, Impairment Loss

$ 387

47

97

Goodwill

$ 1,430

1,430

Store under Contract [Member]

^[1]

$ 3

$ 4

Store sales to 7-Eleven [Domain]

1

Store Sold to Other Entities [Domain]

32

9

Store on Market [Domain]

Goodwill, Impairment Loss

8

Retail Segment [Member]

$ (102)

Goodwill

$ 678

7-Eleven sales [Member]

Business Acquisition, Transaction Costs

$ 1

[1]	(1)Includes amounts from discontinued operations.

Discontinued Operations Balance Sheet Amounts of Discontinued Operations (Details) - USD ($) $ in Millions	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Inventories, net	$ 434		$ 426
Other current assets	71	$ 89	81
Assets held for sale	6		3,313
Assets Held-for-sale, Not Part of Disposal Group			3,313
Capital Lease Obligations	2		3
Property and equipment, net	1,522	1,557	1,557
Goodwill	1,430		1,430
Intangible assets, net	656	668	768
Other noncurrent assets	91	84	45
Other noncurrent liabilities	137	$ 126	125
Liabilities associated with assets held for sale	0		75
Discontinued Operations [Member]
Cash	0		21
Inventories, net	0		149
Other current assets	0		16
Capital Lease Obligations	0		21
Property and equipment, net	6		1,851
Goodwill	0		796
Intangible assets, net	0		477
Other noncurrent assets	0		3
Other noncurrent liabilities	$ 0		$ 54

Discontinued Operations Income Statement Data for Discontinued Operations (Details) - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

$ 3,749

49

15

$ 20

^[1]

26

7

Gain (Loss) on Extinguishment of Debt

^[1]

36

64

^[1]

129

0

Loss from discontinued operations, net of income taxes

31

(14)

(237)

(11)

Discontinued Operations [Member]

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

89

409

0

1

4

14

349

1,586

65

282

0

Cost of Revenue

305

1,339

General and administrative

44

247

2

32

0

33

Other operating

57

171

4

14

23

5

86

255

Operating Income (Loss)

(42)

(8)

Gain (Loss) on Extinguishment of Debt

2

6

20

0

Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax

(64)

(14)

Loss from discontinued operations, net of income taxes

173

(3)

(237)

(11)

Discontinued Operations [Member] | Retail Motor Fuel [Member]

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

256

1,162

Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]

$ 240

$ 1,057

[1]	(1)Includes amounts from discontinued operations.

Accounts Receivable, net ((Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for doubtful accounts	$ (2)	$ (2)
Accounts receivable, net	451	541
Trade Accounts Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	289	285
Credit Card Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	104	160
Vendor receivables for rebates, branding and other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	18	29
Other Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	$ 42	$ 69

Inventories, net (Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Energy Related Inventory, Natural Gas in Storage	$ 393	$ 387
Merchandise	30	30
Other	11	9
Inventories, net	$ 434	$ 426

Property And Equipment, net (Details) - USD ($) $ in Millions	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,019		$ 2,012
Less: accumulated depreciation	497		455
Property and equipment, net	1,522	$ 1,557	1,557
Land [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	523		516
Buildings and leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	716		714
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	660		623
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 120		$ 159

Goodwill and Other Intangible Assets (Intangible Assets) - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Finite Lived Intangible Assets [Line Items]
Goodwill	$ 1,430	$ 1,430
Goodwill, Impairment Loss		387
Customer Relations And Supply Agreements [Member] \| Weighted Average [Member]
Finite Lived Intangible Assets [Line Items]
Remaining weighted-average life	11 years
Favorable leasehold arrangements, net [Member] \| Weighted Average [Member]
Finite Lived Intangible Assets [Line Items]
Remaining weighted-average life	14 years
Noncompete Agreements \| Weighted Average [Member]
Finite Lived Intangible Assets [Line Items]
Remaining weighted-average life	13 years
Deferred Loan Origination Costs \| Weighted Average [Member]
Finite Lived Intangible Assets [Line Items]
Remaining weighted-average life	2 years
Retail Segment [Member]
Finite Lived Intangible Assets [Line Items]
Goodwill	$ 678
Goodwill, Impairment Loss		(102)
Liquor Licenses [Member]
Finite Lived Intangible Assets [Line Items]
Impairment of Intangible Assets (Excluding Goodwill)		4
Contractual Rights [Member]
Finite Lived Intangible Assets [Line Items]
Impairment of Intangible Assets (Excluding Goodwill)		$ 13

Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($)
$ in Millions

Mar. 31, 2018

Jan. 01, 2018

Dec. 31, 2017

Finite-lived intangible assets, Gross carrying amount

$ 913

$ 1,038

Finite-lived intangible assets, Accumulated amortization

257

270

Intangible assets, net

656

$ 668

768

Customer Relations And Supply Agreements [Member]

Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]

Finite-lived intangible assets, Gross carrying amount

^[1]

549

674

Finite-lived intangible assets, Accumulated amortization

^[1]

242

256

Favorable leasehold arrangements, net [Member]

^[1]

307

418

Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]

Finite-lived intangible assets, Gross carrying amount

12

Finite-lived intangible assets, Accumulated amortization

5

Deferred Loan Origination Costs

7

Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]

Finite-lived intangible assets, Gross carrying amount

^[2]

10

Finite-lived intangible assets, Accumulated amortization

^[2]

7

6

Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]

^[2]

3

4

Other [Member]

Finite-lived intangible assets, Gross carrying amount

5

Finite-lived intangible assets, Accumulated amortization

3

Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]

2

Trade Names [Member]

Other Indefinite-lived Intangible Assets, Gross Carrying Amount

295

Other Indefinite-lived Intangible Assets, Accumulated Amortization

0

Other Indefinite-lived Intangible Assets

295

Contractual Rights [Member]

Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]

Other Indefinite-lived Intangible Assets, Gross Carrying Amount

30

Other Indefinite-lived Intangible Assets, Accumulated Amortization

0

Other Indefinite-lived Intangible Assets

30

Liquor Licenses [Member]

Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]

Other Indefinite-lived Intangible Assets, Gross Carrying Amount

12

Other Indefinite-lived Intangible Assets, Accumulated Amortization

0

Other Indefinite-lived Intangible Assets

$ 12

[1]	(1)Decrease in gross carrying amount is mainly due to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers, see Note 2.
[2]	(2)Loan origination costs are associated with the 2014 Revolver, see Note 10 for further information on the 2014 Revolver.

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Accrued Expenses And Other Current Liabilities [Abstract]
Wage and other employee-related accrued expenses	$ 25	$ 72
Accrued tax expense	601	180
Accrued insurance	14	26
Accrued interest expense	25	43
Dealer deposits	16	16
Other	78	31
Total	$ 759	$ 368

Long-Term Debt (Details) - USD ($)

Mar. 31, 2018

Jan. 23, 2018

Dec. 31, 2017

Sale leaseback financing obligation

$ 111,000,000

$ 113,000,000

Line of credit

0

765,000,000

Capital Lease Obligations

2,000,000

3,000,000

Total debt

2,313,000,000

4,324,000,000

Less: current maturities

5,000,000

6,000,000

Less: debt issuance costs

25,000,000

34,000,000

Long-term debt, net of current maturities

2,283,000,000

4,284,000,000

Senior Notes [Member]

$ 2,200,000,000.0

Term Loan [Member]

^[1]

1,243,000,000

2014 Revolver [Member]

Four Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] | Senior Notes [Member]

Line of credit

0

765,000,000

1,000,000,000.0

Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty Six [Member] | Senior Notes [Member]

1,000,000,000

0

800,000,000

Five Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Eight [Member] | Senior Notes [Member]

800,000,000

0

$ 400,000,000

$ 400,000,000

$ 0

[1]	(1)The Term Loan was repaid in full and terminated on January 23, 2018.

Long-Term Debt (Term Loan) (Details) - USD ($)
$ in Millions

Mar. 31, 2018

^[1]

Dec. 31, 2017

Mar. 31, 2016

Term Loan [Member]

Medium-term Notes [Member]

^[1]

$ 1,243

$ 0

$ 2,035

[1]	(1)The Term Loan was repaid in full and terminated on January 23, 2018.

Long-Term Debt (5.500% Senior Notes Due 2020) (Details) - Senior Notes [Member] - USD ($)

Mar. 31, 2018

Jan. 23, 2018

Dec. 31, 2017

Apr. 07, 2016

Jul. 20, 2015

Six Point Two Five Zero Percentage Senior Notes Due Two Thousand Twenty One [Member]

$ 2,200,000,000.0

^[1]

$ 0

$ 800,000,000

$ 800,000,000

32,000,000

Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty [Member]

6.25%

^[1]

$ 0

$ 600,000,000

$ 600,000,000

$ 17,000,000

5.50%

[1]	(2)The Senior Notes were redeemed on January 23, 2018.

Long-Term Debt (6.250% Senior Notes Due 2021) (Details) - Senior Notes [Member] - USD ($)

Mar. 31, 2018

Jan. 23, 2018

Dec. 31, 2017

Apr. 07, 2016

Six Point Two Five Zero Percentage Senior Notes Due Two Thousand Twenty One [Member]

$ 2,200,000,000.0

^[1]

$ 0

$ 800,000,000

$ 800,000,000

$ 32,000,000

6.25%

[1]	(2)The Senior Notes were redeemed on January 23, 2018.

Long-Term Debt (6.375% Senior Notes Due 2023) (Details) - Senior Notes [Member] - USD ($)

Mar. 31, 2018

Jan. 23, 2018

Dec. 31, 2017

Apr. 01, 2015

Six Point Three Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member]

$ 2,200,000,000.0

^[1]

$ 0

$ 800,000,000

$ 800,000,000

6.375%

$ 44,000,000

[1]	(2)The Senior Notes were redeemed on January 23, 2018.

Long-Term Debt (Revolving Credit Agreement) (Details) $ in Millions	Sep. 25, 2014 USD ($)	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Sep. 30, 2017	Apr. 10, 2015 USD ($)	Apr. 04, 2013 dealer
Debt Instrument [Line Items]
Revolving line of credit						$ 0	$ 765
Number Of Dealer Operated Sites \| dealer										50
2014 Revolver [Member]
Debt Instrument [Line Items]
Revolving line of credit						$ 0	$ 765
Revolving Credit Agreement [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Covenant, Leverage Ratio						5.50
Revolving Credit Agreement [Member] \| 2014 Revolver [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 1,250								$ 1,500
Line of Credit Facility, Additional Borrowing Capacity									$ 250
Debt Instrument, Additional Collateral For Debt	66.00%
Revolving line of credit						$ 0
Letters of Credit Outstanding, Amount						8
Current borrowing capacity						$ 1,500
Revolving Credit Agreement [Member] \| 2014 Revolver [Member] \| Incremental Addition to One Month LIBOR [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Revolving Credit Agreement [Member] \| 2014 Revolver [Member] \| Incremental Addition to Federal Funds Rate [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%
Revolving Credit Agreement [Member] \| 2014 Revolver [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Commitment fee percentage	0.25%
Revolving Credit Agreement [Member] \| 2014 Revolver [Member] \| Minimum [Member] \| Applicable Margin on LIBOR Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%
Revolving Credit Agreement [Member] \| 2014 Revolver [Member] \| Minimum [Member] \| Applicable Margin on Base Rate Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%
Revolving Credit Agreement [Member] \| 2014 Revolver [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Commitment fee percentage	0.50%
Debt Instrument, Covenant, Leverage Ratio						6.00
Revolving Credit Agreement [Member] \| 2014 Revolver [Member] \| Maximum [Member] \| Applicable Margin on LIBOR Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	3.00%
Revolving Credit Agreement [Member] \| 2014 Revolver [Member] \| Maximum [Member] \| Applicable Margin on Base Rate Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
Revolving Credit Agreement [Member] \| 2014 Revolver [Member] \| External Credit Rating, Investment Grade [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	0.125%
Revolving Credit Agreement [Member] \| 2014 Revolver [Member] \| External Credit Rating, Investment Grade [Member] \| Minimum [Member] \| Applicable Margin on LIBOR Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	1.125%
Revolving Credit Agreement [Member] \| 2014 Revolver [Member] \| External Credit Rating, Investment Grade [Member] \| Minimum [Member] \| Applicable Margin on Base Rate Loan [Member]
Debt Instrument [Line Items]
Commitment fee percentage	0.125%
Revolving Credit Agreement [Member] \| 2014 Revolver [Member] \| External Credit Rating, Investment Grade [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Commitment fee percentage	0.275%
Revolving Credit Agreement [Member] \| 2014 Revolver [Member] \| External Credit Rating, Investment Grade [Member] \| Maximum [Member] \| Applicable Margin on LIBOR Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
Revolving Credit Agreement [Member] \| No disposition [Domain] \| 2014 Revolver [Member]
Debt Instrument [Line Items]
Debt Instrument, Covenant, Leverage Ratio						6.50	6.75	6.75
Revolving Credit Agreement [Member] \| Disposition of 7-Eleven Assets or West Texas Assets [Domain] \| 2014 Revolver [Member]
Debt Instrument [Line Items]
Debt Instrument, Covenant, Leverage Ratio						5.75	6.00	6.75
Revolving Credit Agreement [Member] \| Disposition of 7-Eleven Assets and West Texas Assets [Domain] [Domain] \| 2014 Revolver [Member]
Debt Instrument [Line Items]
Debt Instrument, Covenant, Leverage Ratio						5.75	5.75	6.75
Subsequent Event [Member] \| Revolving Credit Agreement [Member] \| No disposition [Domain] \| 2014 Revolver [Member]
Debt Instrument [Line Items]
Debt Instrument, Covenant, Leverage Ratio		5.50	5.75	6.00	6.25
Subsequent Event [Member] \| Revolving Credit Agreement [Member] \| Disposition of 7-Eleven Assets or West Texas Assets [Domain] \| 2014 Revolver [Member]
Debt Instrument [Line Items]
Debt Instrument, Covenant, Leverage Ratio		5.50	5.50	5.50	5.50
Subsequent Event [Member] \| Revolving Credit Agreement [Member] \| Disposition of 7-Eleven Assets and West Texas Assets [Domain] [Domain] \| 2014 Revolver [Member]
Debt Instrument [Line Items]
Debt Instrument, Covenant, Leverage Ratio		5.50	5.50	5.50	5.50

Long-Term Debt (Sale Leaseback Financing Obligation) (Details) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Apr. 04, 2013 company dealer
Debt Disclosure [Abstract]
Number of companies completed sale leaseback transaction \| company			2
Number of dealer operated sites \| dealer			50
Sale Leaseback Transaction, Imputed Interest Rate	5.125%
Sale leaseback financing obligation \| $	$ 111	$ 113

Long-Term Debt 2018 Private Offering of Senior Notes (Details) - USD ($)			3 Months Ended
	Feb. 07, 2018	Jan. 25, 2018	Mar. 31, 2018	Jan. 23, 2018	Apr. 07, 2016	Jul. 20, 2015	Apr. 01, 2015
Redemption of Preferred units			$ (300,000,000)
Common Unit Repurchase, Unit Repurchased	17,286,859
Common Unit Repurchase, Cash Consideration	$ 540,000,000		$ 540,000,000
Senior Notes [Member]
Face amount				$ 2,200,000,000.0
Four Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] \| Senior Notes [Member]
Face amount				$ 1,000,000,000.0
Interest rate, stated percentage			4.85%	4.875%
Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty Six [Member] \| Senior Notes [Member]
Face amount				$ 800,000,000
Interest rate, stated percentage			5.50%	5.50%
Five Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Eight [Member] \| Senior Notes [Member]
Face amount				$ 400,000,000
Interest rate, stated percentage			5.875%	5.875%
Six Point Two Five Zero Percentage Senior Notes Due Two Thousand Twenty One [Member] \| Senior Notes [Member]
Face amount					$ 800,000,000
Interest rate, stated percentage					6.25%
Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty [Member] \| Senior Notes [Member]
Face amount						$ 600,000,000
Interest rate, stated percentage						5.50%
Six Point Three Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] \| Senior Notes [Member]
Face amount							$ 800,000,000
Interest rate, stated percentage							6.375%
Series A Preferred Units [Member]
Redemption of Preferred units		$ 313,000,000	$ (300,000,000)
Common Unit Repurchase, Cash Consideration			$ 0

Long-Term Debt Fair Value Measurements (Details)	3 Months Ended
Long-Term Debt Fair Value Measurements (Details)	Mar. 31, 2018
Fair Value, Measurement Inputs, Disclosure [Text Block]	2.2

Other noncurrent liabilities Other noncurrent liabilities(Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Accrued straight-line rent	$ 12	$ 13
Reserve for underground storage tank removal	50	41
Reserve for environmental remediation	24	23
Unfavorable lease liability	17	10
Others	19	23
Aloha Acquisition [Member]
Aloha acquisition contingent consideration	$ 15	$ 15

Related-Party Transactions - Additional Information (Details) $ in Millions		3 Months Ended
	Sep. 25, 2012 store	Mar. 31, 2018 USD ($) agreement	Mar. 31, 2017 USD ($)	Dec. 31, 2017 USD ($)	Sep. 30, 2016 store
Related Party Transaction [Line Items]
Related products purchase agreements \| agreement		2
Purchase agreements renewal term		12 months
Receivables from affiliates		$ 160		$ 155
Accounts payable to affiliates		178		$ 206
Revenues		$ 3,749
Philadelphia Energy Solutions Refining and Marketing [Member]
Related Party Transaction [Line Items]
Related products purchase agreements \| agreement		1
Merrill Lynch Commodities [Member]
Related Party Transaction [Line Items]
Related products purchase agreements \| agreement		1
Susser [Member]
Related Party Transaction [Line Items]
Distribution agreement term		10 years
Purchase option term	3 years
Number of convenience stores \| store	75
Commercial agreement, initial term	15 years
Exclusive distributor, term	10 years
Number of convenience stores, sale lease back transactions completed \| store					75
Sunoco Retail LLC [Member]
Related Party Transaction [Line Items]
Distribution agreement term		10 years
Continuing Operations [Member]
Related Party Transaction [Line Items]
Repayment of Line of credit		$ 1,179	$ 857
Revenues		3,749	2,808
Continuing Operations [Member] \| Wholesale Motor Fuel [Member]
Related Party Transaction [Line Items]
Revenues		3,094	2,244
Merchandise cost of sales		2,945	2,143
Affiliated Entity [Member] \| Continuing Operations [Member] \| Wholesale Motor Fuel [Member]
Related Party Transaction [Line Items]
Revenues		12	21
Merchandise cost of sales		$ 777	$ 545

Revenue Disaggregation of revenue (Details) - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

Retail Segment [Member] | Operating Segments [Member]

$ 3,749

135

30

Wholesale Segment [Member] | Operating Segments [Member]

610

14

3,139

Retail Motor Fuel [Member] | Retail Segment [Member] | Operating Segments [Member]

^[1]

19

445

135

$ 131

41

37

3,749

2,808

Continuing Operations [Member] | Retail Segment [Member] | Operating Segments [Member]

22

135

131

27

24

644

546

Continuing Operations [Member] | Wholesale Segment [Member] | Operating Segments [Member]

3

0

14

13

3,543

2,624

Continuing Operations [Member] | Retail Motor Fuel [Member]

19

Continuing Operations [Member] | Retail Motor Fuel [Member] | Retail Segment [Member] | Operating Segments [Member]

445

353

Continuing Operations [Member] | Retail Motor Fuel [Member] | Wholesale Segment [Member] | Operating Segments [Member]

445

353

Continuing Operations [Member] | Wholesale motor fuel sales to third parties [Member] | Wholesale Segment [Member]

0

$ 0

Continuing Operations [Member] | Distributor Revenue [Member] | Wholesale Segment [Member]

800

Continuing Operations [Member] | Unbranded Wholesale Revenue [Member] | Wholesale Segment [Member]

1,623

Continuing Operations [Member] | Commission Agent Revenue [Member] | Wholesale Segment [Member]

562

$ 121

[1]	Rental Income is the result of our lease arrangements which are outside the scope of ASC Topic 606.

Revenue Contract Balances with Customers (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Jan. 01, 2018
Contract Balances with Customers [Abstract]
Contract with Customer, Asset, Net	$ 55.0	$ 51.0
Increase (Decrease) in Accounts Receivable	(52.0)
Contract with Customer, Asset, Reclassified to Receivable	4.0
Receivables from Customers	393.0	445.0
Contract with Customer, Liability	1.0	$ 1.0
Contract with Customer, Liability, Revenue Recognized	$ 0.1

Revenue Performance Obligations (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Contract with Customer, Liability, Revenue Recognized	$ 0.1
Subsequent Event [Member]
Contract with Customer, Liability, Revenue Recognized		$ 0.4	$ 0.1	$ 0.2	$ 0.3

Revenue Costs to Obtain or Fulfill a Contract (Details) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($)
Revenue from Contract with Customer [Abstract]
Capitalized Contract Cost, Amortization	$ 3

Commitments And Contingencies (Leases) (Details)	3 Months Ended
Commitments And Contingencies (Leases) (Details)	Mar. 31, 2018
Minimum [Member]
Operating Leased Assets [Line Items]
Lease term	5 years
Maximum [Member]
Operating Leased Assets [Line Items]
Lease term	15 years

Commitments And Contingencies (Leases, Schedule of Rent Expense) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash rent:
Store base rent	$ 15	$ 16
Equipment and other rent	0	4
Total cash rent	15	20
Non-cash rent:
Straight-line rent	0	0
Net rent expense	$ 15	$ 20

Interest Expense, net (Details) - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

^[1]

$ 36

$ 64

Amortization of deferred financing fees

2

4

Interest Expense, Debt

34

55

Interest Income, Money Market Deposits

34

58

$ 2

$ 1

[1]	(1)Includes amounts from discontinued operations.

Income Tax Expense (Details) - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

Income Tax Disclosure [Abstract]

Tax at statutory federal rate (1)

^[1]

$ (10)

$ (1)

Partnership earnings not subject to tax

9

(13)

Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount

29

0

Net income tax expense (benefit)

3

0

$ 31

$ (14)

[1]	In December 2017, the “Tax Cuts and Jobs Act” was signed into law. Among other provisions, the highest corporate federal income tax rate was reduced from 35% to 21% for tax years beginning after December 31, 2017.

Partners' Capital Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended
	Feb. 07, 2018	Mar. 31, 2018	Feb. 14, 2018	Dec. 31, 2017
Schedule of Partners' Capital [Line Items]
Treasury Stock Acquired, Average Cost Per Share	$ 31.2376
Percentage of membership interest acquired		100.00%
Common Units
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding		54,028,041
Common Units [Member]
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding		82,492,008		99,667,999
Partners' Capital Account, Units, Sale of Units		17,286,859
Parent Company [Member]
Schedule of Partners' Capital [Line Items]
Percentage of membership interest acquired		34.50%
Parent Company [Member] \| Common Units [Member]
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding		28,463,967
Series A Preferred Unit [Member]
Schedule of Partners' Capital [Line Items]
Preferred Unit, Quarterly Distribution			$ 10

Partners' Capital (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended
	Mar. 30, 2017	Mar. 31, 2018	Dec. 31, 2017
Schedule of Partners' Capital [Line Items]
Percentage of membership interest acquired		100.00%
Class C Units [Member]
Schedule of Partners' Capital [Line Items]
Eligible distributions per unit (in dollars per share)		$ 0.8682
Other certain allocation percentage		1.00%
Distribution Made to Limited Partner, Cash Distributions Declared		$ 14
Units exchanged (in shares)		16,410,780
Series A Preferred Units [Member]
Schedule of Partners' Capital [Line Items]
Equity Issued To Partners Capital Account	$ 300
Limited Partners' Capital Account, Units Outstanding		0	12,000,000
Common Units
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding		54,028,041
Parent Company [Member]
Schedule of Partners' Capital [Line Items]
Percentage of membership interest acquired		34.50%

Partners' Capital (Schedule of Common Units) (Details) - Common Units [Member]	3 Months Ended
	Mar. 31, 2018 shares
Class of Stock [Line Items]
Phantom unit vesting (in shares)	110,868
Common units issued in connection the ATM (in shares)	(17,286,859)
Limited Partners' Capital Account, Units Outstanding	99,667,999

Partners' Capital (Allocations of Net Income) (Details) - Common Units [Member] - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Schedule of Partners' Capital [Line Items]
Distributions	$ 68	$ 82
Distributions in excess of income	(404)	(104)
Limited partners' interest in income from continuing operations	$ (336)	$ (22)
Cash distribution per common unit (in shares)	$ 0.8255	$ 0.8255

Partners' Capital (Incentive Distribution Rights) (Details)	3 Months Ended
	Mar. 31, 2018 $ / shares
Minimum Quarterly Distribution [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Total quarterly distribution per common unit target amount (in dollars per share)	$ 0.4375
Minimum Quarterly Distribution [Member] \| Common Units [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Marginal percentage interest in distributions	100.00%
Minimum Quarterly Distribution [Member] \| Incentive Distribution Rights [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Marginal percentage interest in distributions	0.00%
First Target Distribution [Member] \| Common Units [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Marginal percentage interest in distributions	100.00%
First Target Distribution [Member] \| Incentive Distribution Rights [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Marginal percentage interest in distributions	0.00%
First Target Distribution [Member] \| Minimum [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Total quarterly distribution per common unit target amount (in dollars per share)	$ 0.4375
First Target Distribution [Member] \| Maximum [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Total quarterly distribution per common unit target amount (in dollars per share)	$ 0.5031250
Second Target Distribution [Member] \| Common Units [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Marginal percentage interest in distributions	85.00%
Second Target Distribution [Member] \| Incentive Distribution Rights [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Marginal percentage interest in distributions	15.00%
Second Target Distribution [Member] \| Minimum [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Total quarterly distribution per common unit target amount (in dollars per share)	$ 0.503125
Second Target Distribution [Member] \| Maximum [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Total quarterly distribution per common unit target amount (in dollars per share)	$ 0.546875
Third Target Distribution [Member] \| Common Units [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Marginal percentage interest in distributions	75.00%
Third Target Distribution [Member] \| Incentive Distribution Rights [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Marginal percentage interest in distributions	25.00%
Third Target Distribution [Member] \| Minimum [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Total quarterly distribution per common unit target amount (in dollars per share)	$ 0.546875
Third Target Distribution [Member] \| Maximum [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Total quarterly distribution per common unit target amount (in dollars per share)	0.656250
Distributions Thereafter [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Total quarterly distribution per common unit target amount (in dollars per share)	$ 0.656250
Distributions Thereafter [Member] \| Common Units [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Marginal percentage interest in distributions	50.00%
Distributions Thereafter [Member] \| Incentive Distribution Rights [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Marginal percentage interest in distributions	50.00%

Partners' Capital (Cash Distributions) (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended
	May 15, 2018	Feb. 14, 2018	Mar. 31, 2018	Mar. 31, 2017
Distribution Made To Managing Member Or General Partner [Line Items]
Per Unit Distribution (in dollars per share)		$ 0.8255
Total Cash Distribution		$ 82
Distribution to IDR Holders		$ 21	$ 18	$ 21
Subsequent Event [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Per Unit Distribution (in dollars per share)	$ 0.8255
Total Cash Distribution	$ 68
Distribution to IDR Holders	$ 18

Partners' Capital Series A Preferred Units (Details) - Series A Preferred Units [Member] $ / shares in Units, $ in Millions	Mar. 30, 2017 USD ($) $ / shares shares
Shares Issued, Price Per Share \| $ / shares	$ 25.00
Preferred Units, Issued \| shares	12,000,000
Equity Issued To Partners Capital Account \| $	$ 300

Partners' Capital Distribution of Preferred Units (Details) $ in Millions	Feb. 14, 2018 USD ($)
Series A Preferred Unit [Member]
Preferred Unit, Quarterly Distribution	$ 10

Unit-Based Compensation (Phantom Common Unit Awards) - Additional Information(Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unit-based compensation	$ 3.0	$ 4.0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value	5.0	$ 0.4
Phantom common units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options	27.0
Fair Value Of Nonvested Service Phantom Units	$ 56.0
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	3 years 9 months 10 days
Share Based Compensation Award Tranche One [Member] \| Phantom common units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage	60.00%
Share Based Compensation Award Tranche Two [Member] \| Phantom common units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage	40.00%

Unit-Based Compensation (Phantom Common Unit Awards) (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2016
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Non-vested at beginning of the period, Weighted Average Grant Date Fair Value (in dollars per share)	$ 31.89	$ 34.43
Granted, Weighted Average Grant Date Fair Value (in dollars per share)	28.86	28.31
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share)	31.93	34.71
Non-vested at end of period, Weighted Average Grant Date Fair Value (in dollars per share)	30.96
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value	$ 28.18	$ 45.48
Phantom common units [Member]
Nonvested, Number of Shares [Roll Forward]
Non-vested at beginning of period (in shares)	1,777,301	2,013,634
Granted (in shares)	420,300	203,867
Non-vested at end of period (in shares)	1,813,261
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares	169,996	289,377
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares	(214,344)	(150,823)

Segment Reporting - Additional Information (Details)	3 Months Ended
Segment Reporting - Additional Information (Details)	Mar. 31, 2018 state segment
Segment Reporting Information [Line Items]
Number of operating segments \| segment	2
Number of reportable segments \| segment	2
Minimum [Member] \| Wholesale Segment [Member]
Segment Reporting Information [Line Items]
Number of states in which entity operates \| state	30
Minimum [Member] \| Retail Segment [Member]
Segment Reporting Information [Line Items]
Number of states in which entity operates \| state	20

Segment Reporting (Details) - USD ($)
$ in Millions

3 Months Ended

Mar. 31, 2018

Mar. 31, 2017

Dec. 31, 2017

$ 3,749

^[1]

36

$ 64

31

(14)

Loss from discontinued operations, net of income taxes

(78)

12

(237)

(11)

Net income and comprehensive income

(315)

1

49

EBITDA

(26)

(135)

^[1]

3

4

Unrealized loss on commodity derivatives

^[1]

(26)

(7)

^[1]

0

5

Adjusted EBITDA

109

155

^[1]

19

66

Assets, Fair Value Adjustment

^[1]

(129)

0

^[1]

(26)

14

Other non-cash adjustments

3

0

Assets

4,919

$ 8,344

Operating Segments [Member]

^[1]

204

(17)

Operating Segments [Member] | Wholesale Segment [Member]

87

^[2]

19

14

3,139

^[1]

19

20

Net income and comprehensive income

^[1]

1

(58)

38

28

22

EBITDA

(10)

(81)

^[1]

0

Unrealized loss on commodity derivatives

^[1]

(3)

(2)

^[1]

0

5

Adjusted EBITDA

80

91

^[1]

12

Assets, Fair Value Adjustment

^[1]

(109)

0

^[1]

(25)

13

Other non-cash adjustments

3

0

Assets

3,073

3,130

Operating Segments [Member] | Retail Segment [Member]

135

30

610

^[1]

17

44

Net income and comprehensive income

^[1]

203

(18)

(257)

(37)

21

65

EBITDA

16

(54)

^[1]

3

4

Unrealized loss on commodity derivatives

^[1]

(23)

(5)

^[1]

0

Adjusted EBITDA

29

64

^[1]

7

54

Assets, Fair Value Adjustment

^[1]

(20)

0

^[1]

(1)

1

Other non-cash adjustments

0

Assets

1,846

$ 5,214

Retail Motor Fuel [Member] | Operating Segments [Member] | Retail Segment [Member]

Discontinued Operations [Member]

445

44

247

89

409

0

1

4

14

349

1,586

86

255

(42)

(8)

2

6

Loss from discontinued operations, net of income taxes

173

(3)

(237)

(11)

0

33

Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest

(23)

(5)

(237)

(11)

Discontinued Operations [Member] | Operating Segments [Member] | Wholesale Segment [Member]

(20)

0

Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest

0

Discontinued Operations [Member] | Operating Segments [Member] | Retail Segment [Member]

Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest

(237)

(11)

Discontinued Operations [Member] | Retail Motor Fuel [Member]

256

1,162

296

256

135

131

22

41

37

0

3,749

2,808

200

96

56

Loss from continuing operations before income taxes

34

58

(47)

(2)

31

(14)

Loss from discontinued operations, net of income taxes

(78)

12

(237)

(11)

49

54

3

4

(3)

(2)

Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest

19

24

(78)

12

Continuing Operations [Member] | Operating Segments [Member] | Wholesale Segment [Member]

109

0

190

150

0

19

14

13

404

327

3,543

2,624

119

91

71

59

Loss from continuing operations before income taxes

19

20

(57)

39

Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest

1

(58)

38

Continuing Operations [Member] | Operating Segments [Member] | Retail Segment [Member]

109

0

106

135

131

3

27

24

34

35

644

546

81

109

25

(3)

Loss from continuing operations before income taxes

15

38

10

(41)

Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest

30

(15)

(20)

(26)

Continuing Operations [Member] | Intersegment Eliminations

0

(438)

(362)

Continuing Operations [Member] | Retail Motor Fuel [Member]

(438)

(362)

44

36

Continuing Operations [Member] | Retail Motor Fuel [Member] | Operating Segments [Member] | Wholesale Segment [Member]

445

353

0

Continuing Operations [Member] | Retail Motor Fuel [Member] | Operating Segments [Member] | Retail Segment [Member]

0

44

36

Continuing Operations [Member] | Wholesale Motor Fuel [Member]

445

353

161

122

Continuing Operations [Member] | Wholesale Motor Fuel [Member] | Operating Segments [Member] | Wholesale Segment [Member]

3,094

2,244

Continuing Operations [Member] | Wholesale Motor Fuel [Member] | Operating Segments [Member] | Retail Segment [Member]

161

122

Continuing Operations [Member] | Merchandise [Member]

0

Continuing Operations [Member] | Merchandise [Member] | Operating Segments [Member] | Wholesale Segment [Member]

42

43

Continuing Operations [Member] | Merchandise [Member] | Operating Segments [Member] | Retail Segment [Member]

0

Continuing Operations [Member] | Rental and Other [Member]

42

43

Continuing Operations [Member] | Rental and Other [Member] | Operating Segments [Member] | Wholesale Segment [Member]

49

55

Continuing Operations [Member] | Rental and Other [Member] | Operating Segments [Member] | Retail Segment [Member]

29

28

Continuing Operations [Member] | Third Parties [Member] | Wholesale Motor Fuel [Member] | Operating Segments [Member] | Wholesale Segment [Member]

20

27

Continuing Operations [Member] | Third Parties [Member] | Wholesale Motor Fuel [Member] | Operating Segments [Member] | Retail Segment [Member]

3,094

2,244

Continuing Operations [Member] | Affiliated Entity [Member] | Wholesale Motor Fuel [Member]

0

Continuing Operations [Member] | Affiliated Entity [Member] | Wholesale Motor Fuel [Member] | Operating Segments [Member] | Wholesale Segment [Member]

12

21

Continuing Operations [Member] | Affiliated Entity [Member] | Wholesale Motor Fuel [Member] | Operating Segments [Member] | Retail Segment [Member]

12

21