SUNOCO LP, 10-K filed on 2/24/2017
Annual Report
Document And Entity Information (USD $)
In Billions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Jun. 30, 2016
Feb. 17, 2017
Common Units [Member]
Feb. 17, 2017
Common Class C [Member]
Document Information [Line Items]
 
 
 
 
Document Type
10-K 
 
 
 
Amendment Flag
false 
 
 
 
Document Period End Date
Dec. 31, 2016 
 
 
 
Document Fiscal Year Focus
2016 
 
 
 
Document Fiscal Period Focus
FY 
 
 
 
Entity Registrant Name
SUNOCO LP 
 
 
 
Entity Central Index Key
0001552275 
 
 
 
Trading Symbol
SUN 
 
 
 
Current Fiscal Year End Date
--12-31 
 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
 
Entity Partnership Units Outstanding
 
 
98,538,043 
16,410,780 
Entity Current Reporting Status
Yes 
 
 
 
Entity Voluntary Filers
No 
 
 
 
Entity Public Float
 
$ 1.5 
 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
 
Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2016
Common Units - Public [Member]
Dec. 31, 2015
Common Units - Public [Member]
Dec. 31, 2016
Common Units Affiliated [Member]
Dec. 31, 2015
Common Units Affiliated [Member]
Dec. 31, 2016
Class A Units Subsidiary [Member]
Dec. 31, 2015
Class A Units Subsidiary [Member]
Dec. 31, 2016
Class C Units Subsidiary [Member]
Dec. 31, 2015
Class C Units Subsidiary [Member]
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$ 119 
$ 73 
 
 
 
 
 
 
 
 
Advances to affiliates
0 
366 
 
 
 
 
 
 
 
 
Accounts receivable, net
539 
308 
 
 
 
 
 
 
 
 
Receivables from affiliates
3 
8 
 
 
 
 
 
 
 
 
Inventories, net
573 
467 
 
 
 
 
 
 
 
 
Other current assets
155 
46 
 
 
 
 
 
 
 
 
Total current assets
1,389 
1,268 
 
 
 
 
 
 
 
 
Property and equipment, net
3,373 
3,155 
 
 
 
 
 
 
 
 
Other assets:
 
 
 
 
 
 
 
 
 
 
Goodwill
2,618 
3,111 
 
 
 
 
 
 
 
 
Intangible assets, net
1,255 
1,260 
 
 
 
 
 
 
 
 
Other noncurrent assets
66 
48 
 
 
 
 
 
 
 
 
Total assets
8,701 
8,842 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
616 
434 
 
 
 
 
 
 
 
 
Accounts payable to affiliates
109 
15 
 
 
 
 
 
 
 
 
Advances from affiliates
87 
0 
 
 
 
 
 
 
 
 
Accrued expenses and other current liabilities
372 
308 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
5 
5 
 
 
 
 
 
 
 
 
Total current liabilities
1,189 
762 
 
 
 
 
 
 
 
 
Revolving line of credit
1,000 
450 
 
 
 
 
 
 
 
 
Long-term debt, net
3,509 
1,503 
 
 
 
 
 
 
 
 
Deferred tax liability
643 
694 
 
 
 
 
 
 
 
 
Other noncurrent liabilities
164 
170 
 
 
 
 
 
 
 
 
Total liabilities
6,505 
3,579 
 
 
 
 
 
 
 
 
Commitments and contingencies (Note 13)
   
   
 
 
 
 
 
 
 
 
Equity:
 
 
 
 
 
 
 
 
 
 
Limited partners:
2,196 
3,045 
1,467 
1,769 
729 
1,276 
0 
0 
0 
0 
Total equity
2,196 
5,263 
 
 
 
 
 
 
 
 
Total liabilities and equity
$ 8,701 
$ 8,842 
 
 
 
 
 
 
 
 
Consolidated Balance Sheets (Parenthetical)
Dec. 31, 2016
Dec. 31, 2015
Common Units - Public [Member]
 
 
Partners' capital:
 
 
Limited partner interest, units issued (in shares)
52,430,220 
49,588,960 
Limited partner interest, units outstanding (in shares)
52,430,220 
49,588,960 
Common Units Affiliated [Member]
 
 
Partners' capital:
 
 
Limited partner interest, units issued (in shares)
45,750,826 
37,776,746 
Limited partner interest, units outstanding (in shares)
45,750,826 
37,776,746 
Class A Units Subsidiary [Member]
 
 
Partners' capital:
 
 
Limited partner interest, units issued (in shares)
0 
11,018,744 
Limited partner interest, units outstanding (in shares)
0 
11,018,744 
Class C Units Subsidiary [Member]
 
 
Partners' capital:
 
 
Limited partner interest, units issued (in shares)
16,410,780 
0 
Limited partner interest, units outstanding (in shares)
16,410,780 
0 
Consolidated Statements of Operations and Comprehensive (Loss) Income (USD $)
In Millions, except Share data, unless otherwise specified
4 Months Ended 12 Months Ended 4 Months Ended 12 Months Ended 4 Months Ended 12 Months Ended 8 Months Ended
Dec. 31, 2014
Successor [Member]
Dec. 31, 2016
Successor [Member]
Dec. 31, 2015
Successor [Member]
Dec. 31, 2014
Successor [Member]
Common Units - Public [Member]
Dec. 31, 2016
Successor [Member]
Common Units - Public [Member]
Dec. 31, 2015
Successor [Member]
Common Units - Public [Member]
Dec. 31, 2014
Successor [Member]
Common Units Affiliated [Member]
Dec. 31, 2016
Successor [Member]
Common Units Affiliated [Member]
Dec. 31, 2015
Successor [Member]
Common Units Affiliated [Member]
Aug. 31, 2014
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units - Public [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units Affiliated [Member]
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
$ 2,377 
$ 5,261 
$ 5,891 
 
 
 
 
 
 
$ 0 
 
 
Wholesale motor fuel sales to third parties
4,235 
7,812 
10,104 
 
 
 
 
 
 
1,275 
 
 
Wholesale motor fuel sales to affiliates
0 
62 
20 
 
 
 
 
 
 
2,200 
 
 
Merchandise
651 
2,272 
2,178 
 
 
 
 
 
 
0 
 
 
Rental income
25 
90 
81 
 
 
 
 
 
 
12 
 
 
Other
55 
201 
186 
 
 
 
 
 
 
5 
 
 
Total revenues
7,343 
15,698 
18,460 
 
 
 
 
 
 
3,492 
 
 
Cost of sales:
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel cost of sales
2,106 
4,650 
5,256 
 
 
 
 
 
 
0 
 
 
Wholesale motor fuel cost of sales
4,204 
7,261 
9,717 
 
 
 
 
 
 
3,429 
 
 
Merchandise cost of sales
455 
1,556 
1,498 
 
 
 
 
 
 
0 
 
 
Other
2 
12 
5 
 
 
 
 
 
 
2 
 
 
Total cost of sales
6,767 
13,479 
16,476 
 
 
 
 
 
 
3,431 
 
 
Gross profit
576 
2,219 
1,984 
 
 
 
 
 
 
61 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative
91 
269 
217 
 
 
 
 
 
 
17 
 
 
Other operating
320 
1,059 
1,016 
 
 
 
 
 
 
5 
 
 
Rent
42 
140 
140 
 
 
 
 
 
 
1 
 
 
Loss (gain) on disposal of assets and impairment charge
(1)
680 
(1)
 
 
 
 
 
 
0 
 
 
Depreciation, amortization and accretion
86 
319 
278 
 
 
 
 
 
 
10 
 
 
Total operating expenses
538 
2,467 
1,650 
 
 
 
 
 
 
33 
 
 
Income (loss) from operations
38 
(248)
334 
 
 
 
 
 
 
28 
 
 
Interest expense, net
11 
189 
88 
 
 
 
 
 
 
5 
 
 
Income (loss) before income taxes
27 
(437)
246 
 
 
 
 
 
 
23 
 
 
Income tax expense (benefit)
80 
(31)
52 
 
 
 
 
 
 
0 
 
 
Net income (loss) and comprehensive income (loss)
(53)
(406)
194 
 
 
 
 
 
 
23 
 
 
Less: Net income and comprehensive income attributable to noncontrolling interest
1 
0 
4 
 
 
 
 
 
 
0 
 
 
Less: Preacquisition income (loss) allocated to general partner
(88)
0 
103 
 
 
 
 
 
 
0 
 
 
Net income (loss) and comprehensive income (loss) attributable to partners
$ 34 
$ (406)
$ 87 
 
 
 
 
 
 
$ 23 
 
 
Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average limited partner units outstanding (basic) (in shares)
 
 
 
20,493,065 
49,785,543 
24,550,388 
 
 
 
 
10,944,309 
 
Weighted average limited partner units outstanding (diluted) (in shares)
 
 
 
20,499,447 
49,813,848 
24,572,126 
 
 
 
 
10,969,437 
 
Weighted average limited partner units outstanding (basic and diluted) (in shares)
 
 
 
 
 
 
79,308 
43,789,987 
15,703,525 
 
 
79,308 
Cash distribution per unit (in dollars per share)
$ 1.1457 
$ 3.2938 
$ 2.8851 
 
 
 
 
 
 
$ 1.0218 
 
 
Consolidated Statement of Changes in Partners' Equity (USD $)
In Millions, unless otherwise specified
Total
Predecessor [Member]
Predecessor [Member]
Common Units - Public [Member]
Predecessor [Member]
Common Units Affiliated [Member]
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Successor [Member]
Successor [Member]
Susser [Member]
Successor [Member]
ETP [Member]
Successor [Member]
Sunoco LLC [Member]
Successor [Member]
Sunoco Retail LLC [Member]
Successor [Member]
Energy Transfer Equity L P Purchaser [Member]
Successor [Member]
Common Units - Public [Member]
Successor [Member]
Common Units - Public [Member]
ETP [Member]
Successor [Member]
Common Units Affiliated [Member]
Successor [Member]
Common Units Affiliated [Member]
ETP [Member]
Successor [Member]
Common Units Affiliated [Member]
Energy Transfer Equity L P Purchaser [Member]
Successor [Member]
Subordinated Units-Affiliated [Member]
Successor [Member]
Subordinated Units-Affiliated [Member]
ETP [Member]
Successor [Member]
Predecessor Equity [Domain]
Successor [Member]
Predecessor Equity [Domain]
Sunoco LLC [Member]
Successor [Member]
Predecessor Equity [Domain]
Sunoco Retail LLC [Member]
Successor [Member]
Noncontrolling Interest [Member]
Sunoco Retail LLC [Member]
Successor [Member]
Predecessor Equity [Domain]
Susser [Member]
Successor [Member]
Susser [Member]
Successor [Member]
Subordinated Units-Affiliated [Member]
Susser [Member]
Successor [Member]
Predecessor Equity [Domain]
Sunoco LLC [Member]
Successor [Member]
Sunoco LLC [Member]
Successor [Member]
Predecessor Equity [Domain]
Beginning balance at Dec. 31, 2013
 
$ 79 
$ 210 
$ 1 
$ (132)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cancellation of promissory note with ETP
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unit-based compensation
 
5 
2 
 
3 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash distributions to unitholders
 
(33)
(16)
 
(17)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity issued to partners capital account
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss ) and comprehensive income (loss)
 
23 
11 
 
12 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allocation of ETP merger "push down"
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance at Aug. 31, 2014
 
74 
207 
1 
(134)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cancellation of promissory note with ETP
 
 
 
 
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity issued
 
 
 
 
 
22 
1,794 
 
1,027 
2,136 
 
 
 
 
 
 
 
 
 
1,027 
2,136 
 
22 
 
(109)
1,903 
 
 
Unit-based compensation
 
 
 
 
 
1 
 
 
 
 
 
1 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash distributions to unitholders
 
 
 
 
 
(18)
 
(566)
 
 
 
(10)
 
(2)
(566)
 
(6)
 
 
 
 
 
 
 
 
 
 
 
Equity issued to partners capital account
 
 
 
 
 
212 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity issued
 
 
 
 
 
405 
 
 
 
 
 
405 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contributions
 
 
 
 
 
584 
 
 
 
 
 
 
 
591 
 
 
 
 
 
 
 
(7)
 
 
 
 
 
 
Net income (loss ) and comprehensive income (loss)
(53)
 
 
 
 
(53)
 
 
 
 
 
19 
 
4 
 
 
11 
 
(88)
 
 
1 
 
 
 
 
 
 
Allocation of ETP merger "push down"
 
 
 
 
 
622 
 
622 
 
 
 
 
253 
 
3 
 
 
366 
 
 
 
 
 
 
 
 
 
 
Elimination of intercompany investments
 
 
 
 
 
(20)
 
 
 
 
 
 
 
(4)
 
 
(128)
 
112 
 
 
 
 
 
 
 
 
 
Ending balance at Dec. 31, 2014
 
 
 
 
 
6,008 
 
 
 
 
 
875 
 
27 
 
 
0 
 
5,112 
 
 
(6)
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contribution from parent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(967)
 
(967)
(775)
(775)
Contribution of assets between entities under common control above historic cost
 
 
 
 
 
(1,008)
 
 
 
 
 
 
 
1 
 
 
60 
 
(1,069)
 
 
 
 
 
 
 
 
 
Cancellation of promissory note with ETP
 
 
 
 
 
255 
 
 
 
 
 
 
 
255 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unit-based compensation
 
 
 
 
 
8 
 
 
 
 
 
4 
 
4 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash distributions to unitholders
 
 
 
 
 
(120)
 
(204)
 
 
 
(61)
 
(51)
(25)
 
(8)
 
(179)
 
 
 
 
 
 
 
 
 
Equity issued to partners capital account
 
 
 
 
 
1,008 
 
 
 
 
 
 
 
1,008 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity issued
 
 
 
 
 
899 
 
 
 
 
 
899 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated unit conversion
 
 
 
 
 
 
 
 
 
 
 
 
 
60 
 
 
(60)
 
 
 
 
 
 
 
 
 
 
 
Other
 
 
 
 
 
(35)
 
 
 
 
 
(1)
 
(29)
 
 
 
 
(7)
 
 
2 
 
 
 
 
 
 
Net income (loss ) and comprehensive income (loss)
194 
 
 
 
 
194 
 
 
 
 
 
53 
 
26 
 
 
8 
 
103 
 
 
4 
 
 
 
 
 
 
Allocation of ETP merger "push down"
 
 
 
 
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance at Dec. 31, 2015
5,263 
2,218 
 
 
 
5,263 
 
 
 
 
 
1,769 
 
1,276 
 
 
0 
 
2,218 
 
 
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contribution from parent
 
 
 
 
 
(2,200)
 
 
 
 
 
 
 
 
 
 
 
 
(2,200)
 
 
 
 
 
 
 
 
 
Contribution of assets between entities under common control above historic cost
 
 
 
 
 
(392)
 
 
 
 
 
 
 
(374)
 
 
 
 
(18)
 
 
 
 
 
 
 
 
 
Cancellation of promissory note with ETP
 
 
 
 
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unit-based compensation
 
 
 
 
 
13 
 
 
 
 
 
7 
 
6 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash distributions to unitholders
 
 
 
 
 
(386)
 
(50)
 
 
 
(164)
 
(222)
(50)
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity issued to partners capital account
 
 
 
 
 
255 
 
194 
 
 
61 
 
 
 
194 
61 
 
 
 
 
 
 
 
 
 
 
 
 
Equity issued
 
 
 
 
 
71 
 
 
 
 
 
71 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
 
 
 
 
28 
 
 
 
 
 
(1)
 
29 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss ) and comprehensive income (loss)
(406)
 
 
 
 
(406)
 
 
 
 
 
(215)
 
(191)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allocation of ETP merger "push down"
 
 
 
 
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance at Dec. 31, 2016
$ 2,196 
$ 0 
 
 
 
$ 2,196 
 
 
 
 
 
$ 1,467 
 
$ 729 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Statements of Cash Flows (USD $)
4 Months Ended 12 Months Ended 8 Months Ended 12 Months Ended
Dec. 31, 2014
Successor [Member]
Dec. 31, 2016
Successor [Member]
Dec. 31, 2015
Successor [Member]
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2016
Valentine Stores Inc [Member]
Successor [Member]
Dec. 31, 2015
Valentine Stores Inc [Member]
Successor [Member]
Dec. 31, 2016
Aziz Convenience Stores L L C [Member]
Successor [Member]
Dec. 31, 2015
Aziz Convenience Stores L L C [Member]
Successor [Member]
Dec. 31, 2016
Emerge Energy Services L P [Member]
Successor [Member]
Dec. 31, 2015
Emerge Energy Services L P [Member]
Successor [Member]
Dec. 31, 2016
Alta East, Inc [Member]
Successor [Member]
Dec. 31, 2015
Alta East, Inc [Member]
Successor [Member]
Dec. 31, 2016
Denny Oil Company [Member]
Successor [Member]
Dec. 31, 2015
Denny Oil Company [Member]
Successor [Member]
Dec. 31, 2016
VIE [Member]
Successor [Member]
Dec. 31, 2015
VIE [Member]
Successor [Member]
Dec. 31, 2016
MACS [Member]
Successor [Member]
Dec. 31, 2015
MACS [Member]
Successor [Member]
Dec. 31, 2016
Aloha Petroleum Ltd [Member]
Successor [Member]
Dec. 31, 2015
Aloha Petroleum Ltd [Member]
Successor [Member]
Dec. 31, 2016
Sunoco Retail LLC [Member]
Successor [Member]
Dec. 31, 2015
Sunoco Retail LLC [Member]
Successor [Member]
Dec. 31, 2016
Susser [Member]
Successor [Member]
Dec. 31, 2015
Susser [Member]
Successor [Member]
Dec. 31, 2016
ETE [Member]
Successor [Member]
Dec. 31, 2015
ETE [Member]
Successor [Member]
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
$ (53,000,000)
$ (406,000,000)
$ 194,000,000 
$ 23,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation, amortization and accretion
86,000,000 
319,000,000 
278,000,000 
10,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of deferred financing fees
2,000,000 
11,000,000 
4,000,000 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss (gain) on disposal of assets and impairment charge
(1,000,000)
680,000,000 
(1,000,000)
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-cash unit based compensation expense
1,000,000 
13,000,000 
8,000,000 
5,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred income tax
19,000,000 
(31,000,000)
36,000,000 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Changes in operating assets and liabilities, net of acquisitions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts receivable
310,000,000 
(215,000,000)
(4,000,000)
(4,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts receivable from affiliates
1,000,000 
5,000,000 
(11,000,000)
(23,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Inventories
124,000,000 
(91,000,000)
24,000,000 
(11,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other assets
93,000,000 
(78,000,000)
26,000,000 
(1,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
(325,000,000)
197,000,000 
(38,000,000)
31,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable to affiliates
(16,000,000)
94,000,000 
(42,000,000)
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accrued liabilities
20,000,000 
56,000,000 
(33,000,000)
2,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other noncurrent liabilities
59,000,000 
7,000,000 
(3,000,000)
1,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
320,000,000 
561,000,000 
438,000,000 
33,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures
(154,000,000)
(439,000,000)
(491,000,000)
(89,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase of intangible assets
(13,000,000)
(51,000,000)
(61,000,000)
(4,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redemption of marketable securities
0 
0 
0 
26,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments to acquire business
 
 
 
 
(78,000,000)
0 
0 
(42,000,000)
(171,000,000)
0 
0 
(57,000,000)
(55,000,000)
0 
0 
(54,000,000)
0 
0 
0 
0 
(2,200,000,000)
(775,000,000)
0 
(967,000,000)
 
 
Other acquisitions
0 
(39,000,000)
(24,000,000)
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from disposal of property and equipment
17,000,000 
17,000,000 
16,000,000 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash used in investing activities
(953,000,000)
(3,016,000,000)
(2,455,000,000)
(67,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from issuance of long-term debt
0 
2,835,000,000 
1,400,000,000 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments on long-term debt
(82,000,000)
(808,000,000)
(242,000,000)
(26,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolver borrowings
1,137,000,000 
2,811,000,000 
1,471,000,000 
565,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolver repayments
(699,000,000)
(2,261,000,000)
(1,449,000,000)
(477,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loan origination costs
(8,000,000)
(30,000,000)
(22,000,000)
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advances from (to) affiliates
(117,000,000)
255,000,000 
221,000,000 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from issuance of common units, net of offering costs
405,000,000 
71,000,000 
899,000,000 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
61,000,000 
0 
Distributions to ETP
0 
(50,000,000)
(204,000,000)
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other cash from financing activities, net
0 
3,000,000 
(1,000,000)
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions to unitholders
(18,000,000)
(386,000,000)
(120,000,000)
(33,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by financing activities
618,000,000 
2,501,000,000 
1,953,000,000 
29,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease) in cash
(15,000,000)
46,000,000 
(64,000,000)
(5,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents at beginning of period
152,000,000 
73,000,000 
137,000,000 
8,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents at end of period
137,000,000 
119,000,000 
73,000,000 
3,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental disclosure of non-cash investing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Push down accounting from ETP merger
624,000,000 
0 
0 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-cash (distribution) contribution
22,000,000 
0 
(7,000,000)
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental disclosure of non-cash financing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cancellation of promissory note with ETP
0 
0 
255,000,000 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in partners' equity related to ETP Merger
622,000,000 
0 
0 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity issued to ETP and ETE
(212,000,000)
(255,000,000)
(1,008,000,000)
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest paid
8,000,000 
188,000,000 
60,000,000 
5,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income taxes paid (refunded), net
$ 2,000,000 
$ (30,000,000)
$ 51,000,000 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Organization and Principles of Consolidation
Organization and Principles of Consolidation
Organization and Principles of Consolidation
The Partnership was formed in June 2012 by Susser Holdings Corporation (“Susser”) and its wholly owned subsidiary, Sunoco GP LLC (formerly known as Susser Petroleum Partners GP LLC), our general partner (“General Partner”). On September 25, 2012, we completed our initial public offering (“IPO”) of 10,925,000 common units representing limited partner interests.
On April 27, 2014, Susser entered into an Agreement and Plan of Merger with Energy Transfer Partners, L.P. (“ETP”) and certain other related entities, under which ETP acquired the outstanding common shares of Susser (the “ETP Merger”). The ETP Merger was completed on August 29, 2014. By acquiring Susser, ETP acquired 100% of the non-economic general partner interest and incentive distribution rights ("IDRs") in the Partnership, which have subsequently been distributed to Energy Transfer Equity, L.P. (“ETE”). As a result of the ETP Merger, we became a consolidated entity of ETP and applied “push down” accounting that required our assets and liabilities to be adjusted to fair value as of August 29, 2014, the date of the merger. Due to the application of “push down” accounting, our consolidated financial statements and certain footnote disclosures are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented. The periods prior to the ETP Merger are identified as “Predecessor” and the periods after the ETP Merger are identified as “Successor”. For accounting purposes, management has designated the ETP Merger date as August 31, 2014, as the operating results and change in financial position for the intervening period are not material.
Effective October 27, 2014, the Partnership changed its name from Susser Petroleum Partners LP (NYSE: SUSP) to Sunoco LP (“SUN”, NYSE: SUN). This change aligned the Partnership’s legal and marketing name with that of ETP’s iconic brand, Sunoco. 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.
The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, our majority-owned subsidiaries, and variable interest entities (“VIE”s) in which we were the primary beneficiary (through December 23, 2015). We distribute motor fuels across more than 30 states throughout the East Coast, Midwest, 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 across more than 20 states, primarily in Texas, Pennsylvania, New York, Virginia, Florida, and Hawaii.
On October 1, 2014, we acquired 100% of the membership interest of Mid-Atlantic Convenience Stores, LLC ("MACS"). On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco, LLC (“Sunoco LLC”). On July 31, 2015, we acquired 100% of the issued and outstanding shares of capital stock of Susser. Finally, on March 31, 2016 (effective January 1, 2016), we acquired the remaining 68.42% membership interest and 49.9% voting interest in Sunoco LLC as well as 100% of the membership interest in Sunoco Retail LLC ("Sunoco Retail").
Results of operations for the MACS, Sunoco LLC, Susser, and Sunoco Retail acquisitions, deemed transactions between entities under common control, have been included in our consolidated results of operations since September 1, 2014, the date of common control. See Note 3 for further information.
We operate our business as two segments, which are primarily engaged in wholesale fuel distribution and retail fuel and merchandise sales, respectively. Our primary operations are conducted by the following consolidated subsidiaries:
Wholesale Subsidiaries
•
Susser Petroleum Operating Company LLC (“SPOC”), a Delaware limited liability company, distributes motor fuel, propane and lubricating oils to Stripes’ retail locations, consignment locations, and third party customers in Texas, New Mexico, Oklahoma, Louisiana and Kansas.
•
Sunoco LLC, a Delaware limited liability company, primarily distributes motor fuel in more than 26 states throughout the East Coast, Midwest 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, TX metroplex.
•
Southside Oil, LLC, a Virginia limited liability company, distributes motor fuel, primarily in Georgia, Maryland, New York, Tennessee, and Virginia.
•
Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands.
Retail Subsidiaries
•
Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.
•
Susser, a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, and Oklahoma through Stripes-branded convenience stores.
•
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 impact on gross margin, income from operations, net income and comprehensive income, or the balance sheets or statements of cash flows.
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value Measurements
The Partnership uses fair value measurements to measure, among other items, purchased assets and investments, leases, and derivative contracts. Fair value measurements are also used to assess impairment of properties, equipment, intangible assets, and goodwill.
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.
Segment Reporting
Beginning with the acquisition of MACS in 2014, we operate our business in two primary operating segments, wholesale and retail, both of which are included as reportable segments. Our retail segment operates convenience stores selling a variety of merchandise, food items, services, and motor fuel. Our wholesale segment sells motor fuel to our retail segment and external customers.
Acquisition Accounting
Acquisitions of assets or entities that include inputs and processes and have the ability to create outputs are accounted for as business combinations. A purchase price is recorded for tangible and intangible assets acquired and liabilities assumed based on their fair value. The excess of fair value of consideration conveyed over fair value of net assets acquired is recorded as goodwill. The Consolidated Statements of Operations and Comprehensive Income for the periods presented include the results of operations for each acquisition from their respective dates of acquisition.
Acquisitions of entities under common control are accounted for similar to a pooling of interests, in which the acquired assets and assumed liabilities are recognized at their historic carrying values. The results of operations of affiliated businesses acquired are reflected in the Partnership’s consolidated results of operations beginning on the date of common control.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits, and short-term investments with original maturities of three months or less.
Sunoco LLC and Sunoco Retail have treasury services agreements with Sunoco, Inc. (R&M), an indirect wholly-owned subsidiary of ETP. Pursuant to these agreements, Sunoco LLC and Sunoco Retail participate in Sunoco, Inc. (R&M)’s centralized cash management program. Under this program, all cash receipts and cash disbursements are processed, together with those of Sunoco, Inc. (R&M), through Sunoco, Inc. (R&M)’s cash accounts with a corresponding credit or charge to the advances to/from affiliates account. The net balance of Sunoco LLC and Sunoco Retail is reflected in either "Advances to affiliates" or "Advances from affiliates" on the Consolidated Balance Sheets.
Accounts Receivable
The majority of trade receivables are from wholesale fuel customers or from credit card companies related to retail credit card transactions. Wholesale customer credit is extended based on an evaluation of the customer’s financial condition. Receivables are recorded at face value, without interest or discount. The Partnership provides an allowance for doubtful accounts based on historical experience and on a specific identification basis. Credit losses are recorded against the allowance when accounts are deemed uncollectible.
Receivables from affiliates rise from increased fuel sales and other miscellaneous transactions with non-consolidated affiliates. These receivables are recorded at face value, without interest or discount.
Inventories
Fuel inventories are stated at the lower of cost or market. Beginning September 2014, fuel inventory cost is determined using the last-in-first-out (“LIFO”) method. Under this methodology, the cost of fuel sold consists of actual acquisition costs, which includes transportation and storage costs. Such costs are adjusted to reflect increases or decreases in inventory quantities which are valued based on changes in LIFO inventory layers.
Merchandise inventories are stated at the lower of average cost, as determined by the retail inventory method, or market. We record an allowance for shortages and obsolescence relating to merchandising inventory based on historical trends and any known changes. Shipping and handling costs are included in the cost of merchandise inventories.
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs were $41 million, $46 million and $13 million for the years ended December 31, 2016 and 2015, and the Successor period September 1, 2014 through December 31, 2014, respectively. Advertising costs were $5 million for the Predecessor period January 1, 2014 through August 31, 2014.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is computed on a straight-line basis over the useful lives of assets, estimated to be forty years for buildings, three to fifteen years for equipment and thirty years for storage tanks. Assets under capital leases are depreciated over the life of the corresponding lease.
Amortization of leasehold improvements is based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured, or the estimated useful lives, which approximate twenty years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Gains or losses on the disposition of property and equipment are recorded in the period incurred.
Long-Lived Assets and Assets Held for Sale
Long-lived assets are tested for possible impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If such indicators exist, the estimated undiscounted future cash flows related to the asset are compared to the carrying value of the asset. If the carrying value is greater than the estimated undiscounted future cash flow amount, an impairment charge is recorded within loss (gain) on disposal of assets and impairment charge in the Consolidated Statements of Operations and Comprehensive Income for amounts necessary to reduce the corresponding carrying value of the asset to fair value. The impairment loss calculations require management to apply judgment in estimating future cash flows and discount rates that reflect the risk inherent in future cash flows.
Properties that have been closed and other excess real property are recorded as assets held and used, and are written down to the lower of cost or estimated net realizable value at the time we close such stores or determine that these properties are in excess and intend to offer them for sale. We estimate the net realizable value based on our experience in utilizing or disposing of similar assets and on estimates provided by our own and third-party real estate experts. Although we have not experienced significant changes in our estimate of net realizable value, changes in real estate markets could significantly impact the net values realized from the sale of assets. When we have determined that an asset is more likely than not to be sold in the next twelve months, that asset is classified as assets held for sale and included in other current assets. As of December 31, 2016 and 2015, we had $83 million and $1 million classified as assets held for sale, respectively.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill represents the excess of consideration paid over fair value of net assets acquired. Goodwill and intangible assets acquired in a purchase business combination are recorded at fair value as of the date acquired. Acquired intangible assets determined to have an indefinite useful life are not amortized, but are instead tested for impairment at least annually, or more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test of goodwill and indefinite lived intangible assets is performed as of the first day of the fourth quarter of each fiscal year.
The Partnership uses qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit exceeds its carrying amount, including goodwill. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the business, overall financial performance of the business, and performance of the unit price of the Partnership.
If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeds its carrying value, then a two-step approach is applied in making an evaluation. Step one utilizes multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates.
If, after assessing the totality of events or circumstances in step one, management determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount then performing step two test is unnecessary.
However, if the estimated fair value of the reporting unit is less than its carrying value, a second step is performed to compute the impairment amount by determining an “implied fair value” of goodwill. Determination of “implied fair value” requires management to allocate the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Unallocated fair value, if any, represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value. If the “implied fair value” is less than the carrying value, an impairment charge is recorded.
Indefinite-lived intangible assets are composed of certain tradenames, contractual rights, and liquor licenses which are not amortized but are evaluated for impairment annually or more frequently if events or changes occur that suggest an impairment in carrying value, such as a significant adverse change in the business climate. Indefinite-lived intangible assets are evaluated for impairment by comparing each asset's fair value to its book value. Management first determines qualitatively whether it is more likely than not that an indefinite-lived asset is impaired. If management concludes that it is more likely than not that an indefinite-lived asset is impaired, then its fair value is determined by using the discounted cash flow model based on future revenues estimated to be derived in the use of the asset.
Other Intangible Assets
Other finite-lived intangible assets consist of supply agreements, customer relations, favorable lease arrangements, non-competes, and loan origination costs. Separable intangible assets that are not determined to have an indefinite life are amortized over their useful lives and assessed for impairment only if and when circumstances warrant. Determination of an intangible asset's fair value and estimated useful life are based on an analysis of pertinent factors including (1) the use of widely-accepted valuation approaches, such as the income approach or the cost approach, (2) the expected use of the asset by the Partnership, (3) the expected useful life of related assets, (4) any legal, regulatory or contractual provisions, including renewal or extension period that would cause substantial costs or modifications to existing agreements, and (5) the effects of obsolescence, demand, competition, and other economic factors. Should any of the underlying assumptions indicate that the value of the intangible assets might be impaired, we may be required to reduce the carrying value and remaining useful life of the asset. If the underlying assumptions governing the amortization of an intangible asset were later determined to have significantly changed, we may be required to adjust its amortization period to reflect a new estimate of its useful life. Any write-down of the value or unfavorable change in the useful life of an intangible asset would increase expense at that time.
Customer relations and supply agreements are amortized on a straight-line basis over the remaining terms of the agreements, which generally range from five to twenty years. Favorable lease arrangements are amortized on a straight-line basis over the remaining lease terms. Non-competition agreements are amortized over the terms of the respective agreements, and loan origination costs are amortized over the life of the underlying debt as an increase to interest expense.
Asset Retirement Obligations
The estimated future cost to remove an underground storage tank is recognized over the estimated useful life of the storage tank. We record a discounted liability for the future fair value of an asset retirement obligation along with a corresponding increase to the carrying value of the related long-lived asset at the time an underground storage tank is installed. We then depreciate the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the remaining life of the tank. We base our estimates of the anticipated future costs for tank removal on our prior experience with removals. We review assumptions for computing the estimated liability for tank removal on an annual basis. Any change in estimated cash flows are reflected as an adjustment to both the liability and the associated asset.
Environmental Liabilities
Environmental expenditures related to existing conditions, resulting from past or current operations, and from which no current or future benefit is discernible, are expensed. Expenditures that extend the life of the related property or prevent future environmental contamination are capitalized. We determine and establish a liability on a site-by-site basis when it is probable and can be reasonably estimated. A related receivable is recorded for estimable and probable reimbursements.
Revenue Recognition
Revenues from our two primary product categories, motor fuel and merchandise, are recognized either at the time fuel is delivered to the customer or at the time of sale. Shipment and delivery of motor fuel generally occurs on the same day. The Partnership charges wholesale customers for third-party transportation costs, which are recorded net in cost of sales. Through PropCo, our wholly-owned corporate subsidiary, we may sell motor fuel to customers on a consignment basis, in which we retain title to inventory, control access to and sale of fuel inventory, and recognize revenue at the time the fuel is sold to the ultimate customer. In our wholesale segment, we derive other income from rental income, propane and lubricating oils, and other ancillary product and service offerings. In our retail segment, we derive other income from lottery ticket sales, money orders, prepaid phone cards and wireless services, ATM transactions, car washes, movie rentals, and other ancillary product and service offerings. We record revenue from other retail transactions on a net commission basis when a product is sold and/or services are rendered.
Rental Income
Rental income from operating leases is recognized on a straight line basis over the term of the lease.
Cost of Sales
We include in cost of sales all costs incurred to acquire fuel and merchandise, including the costs of purchasing, storing, and transporting inventory prior to delivery to our customers. Items are removed from inventory and are included in cost of sales based on the retail inventory method for merchandise and the LIFO method for motor fuel. Cost of sales does not include depreciation of property, plant, and equipment as amounts attributed to cost of sales would not be significant. Depreciation is separately classified in the Consolidated Statements of Operations and Comprehensive Income.
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 dealers, distributors 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 $1.2 billion, $1.1 billion, $359 million, and $10 million, for the years ended December 31, 2016 and 2015, the Successor period September 1, 2014 through December 31, 2014 and the Predecessor period January 1, 2014 through August 31, 2014, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the Consolidated Statements of Operations and Comprehensive Income.
Deferred Branding Incentives
We receive payments for branding incentives related to fuel supply contracts. Unearned branding incentives are deferred and amortized on a straight line basis over the term of the agreement as a credit to cost of sales.
Lease Accounting
The Partnership leases a portion of its properties under non-cancelable operating leases, whose initial terms are typically five to fifteen years, with options permitting renewal for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease, including renewal periods that are reasonably assured at the inception of the lease. The Partnership is typically responsible for payment of real estate taxes, maintenance expenses, and insurance. The Partnership also leases certain vehicles, and such leases are typically less than five years.
Fair Value of Financial Instruments
Cash, accounts receivable, certain other current assets, marketable securities, accounts payable, accrued expenses, and certain other current liabilities are reflected in the Consolidated Balance Sheets at fair value.
Earnings Per Unit
In addition to common and subordinated units, we have identified IDRs as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the Second Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"). Net income per unit applicable to limited partners (including common and subordinated unitholders) is computed by dividing limited partners’ interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common and subordinated units.
Stock and Unit-based Compensation
Certain employees supporting operations prior to the ETP Merger were granted long-term incentive compensation awards under the Susser stock-based compensation programs, which primarily consisted of stock options and restricted common stock. Prior to the ETP Merger, these costs were allocated to us and are included in general and administrative expenses.
In connection with our IPO, our General Partner adopted the Susser Petroleum Partners LP 2012 Long-Term Incentive Plan (the “LTIP Plan”, or “Sunoco LP Plan”), under which various types of awards may be granted to employees, consultants, and directors of our General Partner who provide services for us. On August 29, 2014, effective with the ETP Merger, all then outstanding unvested awards became fully vested. Subsequent to the ETP Merger, there have been additional grants issued under the LTIP Plan as well as allocated compensation expenses from ETP, which are recognized over the vesting period based on the grant-date fair value. The grant-date fair value is determined based on the market price of our common units on the grant date. We amortize the grant-date fair value of these awards over their vesting period using the straight-line method. Expenses related to unit-based compensation are included in general and administrative expenses.
Income Taxes
The Partnership is a publicly traded limited partnership and is not taxable for federal and most state income tax purposes. As a result, our earnings or losses, to the extent not included in a taxable subsidiary, for federal and most state purposes are included in the tax returns of the individual partners. Net earnings for financial statement purposes may differ significantly from taxable income reportable to Unitholders as a result of differences between the tax basis and financial basis of assets and liabilities, differences between the tax accounting and financial accounting treatment of certain items, and due to allocation requirements related to taxable income under our Partnership Agreement.
As a publicly traded limited partnership, we are subject to a statutory requirement that our “qualifying income” (as defined by the Internal Revenue Code, related Treasury Regulations, and IRS pronouncements) exceed 90% of our total gross income, determined on a calendar year basis. If our qualifying income were not to meet this statutory requirement, the Partnership would be taxed as a corporation for federal and state income tax purposes. For the years ended December 31, 2016, 2015, and 2014, our qualifying income met the statutory requirement.
The Partnership conducts certain activities through corporate subsidiaries which are subject to federal, state and local income taxes. These corporate subsidiaries include PropCo, Susser, and Aloha. The Partnership and its corporate subsidiaries account for income taxes under the asset and liability method.
Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized.
The determination of the provision for income taxes requires significant judgment, use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in our financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes through the provision for income taxes.
In November 2015, new federal partnership audit procedures were signed into law which are effective for tax years beginning after December 31, 2017. Under the new procedures, a partnership would be responsible for paying the imputed underpayment of tax resulting from audit adjustments in the adjustment year even though partnerships are “pass through entities”. However, as an alternative to paying the imputed underpayment of tax at the partnership level, a partnership may elect to provide audit adjustment information to the reviewed year partners, whom in turn would be responsible for paying the imputed underpayment of tax in the adjustment year. The Partnership is currently evaluating the impact, if any, this legislation has on our income taxes policies.
Recently Issued Accounting Pronouncements
FASB ASU No. 2014-09. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" (“ASU 2014-09”), which clarifies the principles for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
In August 2015, the FASB deferred the effective date of ASU 2014-09, which is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.  The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catchup transition method).  The Partnership expects to adopt ASU 2014-09 in the first quarter of 2018 and will apply the cumulative catch-up transition method.
We are in the process of evaluating our revenue contracts by segment and fee type to determine the potential impact of adopting the new standards.  At this point in our evaluation process, we have determined that the timing and/or amount of revenue 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 these impacts and cannot say whether or not they would be material to our financial statements. 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.
FASB ASU No. 2016-02. In February 2016, the FASB issued Accounting Standards Update 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. 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 standards.  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 these impacts and cannot say whether or not they would be material to our financial statements. 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.
FASB ASU No. 2016-15. In August 2016, the FASB issued ASU No. 2016-15 “Statement of Cash Flows (Topic 230)” which institutes a number of modifications to presentation and classification of certain cash receipts and cash payments in the statement of cash flows. These modifications include (a) debt prepayment or debt extinguishment costs, (b) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (c) contingent consideration payments made after a business combination, (d) proceeds received from the settlement of insurance claims, (e) proceeds from the settlement of corporate-owned life insurance policies, (f) distributions received from equity method investees, (g) beneficial interest obtained in a securitization of financial assets, (h) separately identifiable cash flows and application of the predominance principle. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated statements of cash flows and related disclosures.
FASB ASU No. 2017-04. In January 2017, the FASB issued ASU No. 2017-04 “Intangibles-Goodwill and other (Topic 350): Simplifying the test for goodwill impairment”. The amendments in this update remove the second step of the two-step test currently required by Topic 350. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We expect that our adoption of this standard will change our approach for testing goodwill for impairment; however, this standard requires prospective application and therefore will only impact periods subsequent to adoption.
Mergers and Acquisitions
Mergers and Acquisitions
Mergers and Acquisitions
ETP Merger
As a result of the ETP Merger, we became a consolidated entity of ETP and applied “push down” accounting that required our assets and liabilities to be adjusted to fair value as of August 29, 2014, the date of the merger. Due to the application of “push down” accounting, our consolidated financial statements and certain footnote disclosures are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented. The periods prior to the ETP Merger are identified as “Predecessor” and the period after the ETP Merger is identified as “Successor”. For accounting purposes, management has designated the ETP Merger date as August 31, 2014, as the operating results and change in financial position for the intervening period is not material.
Management, with the assistance of a third party valuation firm, has determined the fair value of our assets and liabilities as of August 31, 2014. We determined the value of goodwill by giving consideration to the following qualitative factors:
•
synergies created from a reduction in workforce;
•
synergies created through increased fuel purchasing advantages, merchandising and improved “buying power” reflecting economies of scale; and
•
the consideration of the highest and best use of the assets through discussion amongst the management group, the qualitative characteristics of the assets acquired, observations from past transactions within the industry regarding the use of assets subsequent to the respective acquisitions, and senior management’s future plans for the assets acquired and the related forecasts.
Our identifiable intangible assets consist primarily of dealer relationships, the fair value of which were determined by applying a discounted cash flow approach which was adjusted for customer attrition assumptions and projected market conditions. The amount of goodwill recorded represents the excess of our enterprise value over the fair value of our assets and liabilities.
The following table summarizes the final “push down” accounting allocation to our assets and liabilities as of the date presented (in millions):
 
August 31, 2014
Current assets
$
171

Property and equipment
273

Goodwill
590

Intangible assets
70

Other noncurrent assets
1

Current liabilities
(154
)
Other noncurrent liabilities
(255
)
Net assets
$
696


Goodwill acquired in connection with the ETP merger is non-deductible for tax purposes.

Acquisitions
MACS Acquisition
On October 1, 2014, we acquired 100% of the membership interests of MACS from ETP for a total consideration of approximately $768 million, subject to certain working capital adjustments (the “MACS acquisition”). The consideration paid consisted of 3,983,540 newly issued common units representing limited partnership interests in the Partnership and $566 million in cash. We initially financed the cash portion of the MACS acquisition by utilizing availability under the 2014 Revolver (as defined in Note 10). A portion of the 2014 Revolver borrowing was repaid during the fourth quarter of 2014, using cash from proceeds of an equity offering. MACS has been determined to be the primary beneficiary of certain VIEs, and therefore the Partnership consolidates these VIEs.
The assets owned by MACS include approximately 100 company-operated retail convenience stores and 200 dealer-operated and consignment sites that were previously acquired by ETP. The combined portfolio includes locations in Virginia, Maryland, Tennessee and Georgia. The acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized the acquired assets and assumed liabilities at their respective carrying values and no additional goodwill was created. The Partnership’s results of operations include MACS’ results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of MACS from August 31, 2014.
Included in our Successor results of operations for the period September 1, 2014 through December 31, 2014 is $509 million and $32 million of revenue and net income, respectively, related to the acquisition of MACS.
The following table summarizes the recording of the assets and liabilities at their respective carrying values as of the date presented (in millions):
 
August 31, 2014
Current assets
$
97

Property and equipment
464

Goodwill
119

Intangible assets
91

Other noncurrent assets
48

Current liabilities
(45
)
Other noncurrent liabilities
(187
)
Net assets
587

Net deemed contribution
(21
)
Cash acquired
(61
)
Total cash consideration, net of cash acquired
$
505


Goodwill acquired in connection with the MACS acquisition is deductible for tax purposes.
Aloha Acquisition
On December 16, 2014, we acquired 100% of the stock of Aloha, the largest independent gasoline marketer and one of the largest convenience store operators in Hawaii, with an extensive wholesale fuel distribution network and 6 fuel storage terminals on the islands (the “Aloha acquisition”). The adjusted purchase price for Aloha was approximately $267 million in cash, subject to a post-closing earn-out we have estimated at $18 million, and certain post-closing adjustments, and before transaction costs and other expenses totaling $3 million. As of December 31, 2016, we have recorded on our consolidated balance sheet under other non-current liabilities $15 million in remaining contingent consideration, which we based on the internal evaluation of the earnings level that Aloha is expected to achieve during the earnout period of December 16, 2014 through December 31, 2022. Approximately $14 million of the cash consideration was placed in an escrow account to satisfy indemnification obligations of the seller and certain environmental claims, pursuant to the terms of the purchase agreement. Included in our Successor results of operations for the period December 16, 2014 through December 31, 2014 is $25 million and $1 million of revenue and net income, respectively, related to the acquisition of Aloha.
Management, with the assistance of a third party valuation firm, determined the fair value of the assets and liabilities at the date of the Aloha acquisition. We determined the value of goodwill by giving consideration to the following qualitative factors:
•
synergies created through increased fuel purchasing advantages, merchandising and improved “buying power” reflecting economies of scale;
•
strategic advantages of Aloha due to its particular assets;
•
Aloha’s history;
•
the nature of Aloha’s products and services and its competitive position in the marketplaces; and
•
Aloha’s competitors in the geographically isolated market.
As a result of the finalization of the purchase price allocation during 2015, an adjustment of $49 million was made to reduce the amount of goodwill related to the Aloha acquisition and increase property and equipment and intangible assets offset by an increase in deferred tax liability.
The following table summarizes the final allocation of the assets and liabilities as of the date presented (in millions):
 
December 16, 2014
Current assets
$
67

Property and equipment
128

Goodwill
106

Intangible assets
74

Other noncurrent assets
1

Current liabilities
(20
)
Other noncurrent liabilities
(71
)
Total consideration
285

Cash acquired
(31
)
Contingent consideration
(18
)
Total cash consideration, net of cash acquired and contingent consideration
$
236


Goodwill acquired in connection with the Aloha acquisition is non-deductible for tax purposes.
Sunoco LLC and Sunoco Retail LLC Acquisitions
On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco LLC from ETP Retail Holdings, LLC (“ETP Retail”), an indirect wholly-owned subsidiary of ETP, for total consideration of $775 million in cash (the “Sunoco Cash Consideration”) and 795,482 common units representing limited partner interests in the Partnership, pursuant to a Contribution Agreement dated March 23, 2015, among the Partnership, ETP Retail and ETP (the "Sunoco LLC Contribution Agreement"). The Sunoco Cash Consideration was financed through issuance by the Partnership and its wholly owned subsidiary, Sunoco Finance Corp. (“SUN Finance”), of 6.375% Senior Notes due 2023 on April 1, 2015. The common units issued to ETP Retail were issued and sold in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the terms of the Sunoco LLC Contribution Agreement, ETP guaranteed all of the obligations of ETP Retail.
On November 15, 2015, we entered into a Contribution Agreement (the “ETP Dropdown Contribution Agreement”) with Sunoco LLC, Sunoco, Inc., ETP Retail, our General Partner and ETP. Pursuant to the terms of the ETP Dropdown Contribution Agreement, we agreed to acquire from ETP Retail, effective January 1, 2016, (a) 100% of the issued and outstanding membership interests of Sunoco Retail, an entity that was formed by Sunoco, Inc. (R&M), an indirect wholly owned subsidiary of Sunoco, Inc., prior to the closing of the ETP Dropdown Contribution Agreement, and (b) 68.42% of the issued and outstanding membership interests of Sunoco LLC (the “ETP Dropdown”). Pursuant to the terms of the ETP Dropdown Contribution Agreement, ETP agreed to guarantee all of the obligations of ETP Retail.
Immediately prior to the closing of the ETP Dropdown, Sunoco Retail owned all of the retail assets previously owned by Sunoco, Inc. (R&M), an ethanol plant located in Fulton, NY, 100% of the issued and outstanding membership interests in Sunmarks, LLC, and all the retail assets previously owned by Atlantic Refining & Marketing Corp., a wholly owned subsidiary of Sunoco, Inc.
Subject to the terms and conditions of the ETP Dropdown Contribution Agreement, at the closing of the ETP Dropdown, we paid to ETP Retail $2.2 billion in cash on March 31, 2016, which included working capital adjustments, and issued to ETP Retail 5,710,922 common units representing limited partner interests in the Partnership (the “ETP Dropdown Unit Consideration”). The ETP Dropdown was funded with borrowings under a term loan agreement. The ETP Dropdown Unit Consideration was issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act.
The acquisitions of Sunoco LLC and Sunoco Retail were accounted for as transactions between entities under common control. Specifically, the Partnership recognized the acquired assets and assumed liabilities at their respective carrying values with no goodwill created. The Partnership’s results of operations include Sunoco LLC’s and Sunoco Retail’s results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of Sunoco LLC and Sunoco Retail from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its consolidated statement of operations and comprehensive income to include $2.4 billion of Sunoco LLC revenues and $25 million of net income for the three months ended March 31, 2015, $1.5 billion of Sunoco Retail revenues and $11 million of net income for the twelve months ended December 31, 2015 as well as $5.5 billion of Sunoco LLC and Sunoco Retail revenues and $73 million of net loss for the Successor period from September 1, 2014 through December 31, 2014. The equity of Sunoco LLC and Sunoco Retail prior to the respective acquisitions is presented as predecessor equity in our consolidated financial statements.
The following table summarizes the final recording of assets and liabilities at their respective carrying values as of August 31, 2014 (in millions):
 
 
Sunoco LLC
 
Sunoco Retail
 
Total
Current assets
 
$
1,107

 
$
329

 
$
1,436

Property and equipment
 
384

 
710

 
1,094

Goodwill
 
—

 
1,289

 
1,289

Intangible assets
 
182

 
294

 
476

Other noncurrent assets
 
2

 
—

 
2

Current liabilities
 
(641
)
 
(146
)
 
(787
)
Other noncurrent liabilities
 
(7
)
 
(340
)
 
(347
)
Net assets
 
$
1,027

 
$
2,136

 
$
3,163

Net deemed contribution
 
 
 
 
 
(188
)
Cash acquired
 
 
 
 
 
(24
)
Total cash consideration, net of cash acquired (1)
 
 
 
 
 
$
2,951


________________________________
(1)
Total cash consideration, net of cash acquired, includes $775 million paid on April 1, 2015 and $2.2 billion paid on March 31, 2016.
Goodwill acquired in connection with the Sunoco LLC and Sunoco Retail LLC acquisitions is non-deductible for tax purposes.
Susser Acquisition
On July 31, 2015, we acquired 100% of the issued and outstanding shares of capital stock of Susser from Heritage Holdings, Inc., a wholly owned subsidiary of ETP (“HHI”), and ETP Holdco Corporation, a wholly owned subsidiary of ETP (“ETP Holdco” and together with HHI, the “Contributors”), for total consideration of approximately $967 million in cash (the “Susser Cash Consideration”), subject to certain post-closing working capital adjustments, and issued to the Contributors 21,978,980 Class B Units representing limited partner interests of the Partnership (“Class B Units”) (the “Susser Acquisition”). The Class B Units were identical to the common units in all respects, except such Class B Units were not entitled to distributions payable with respect to the second quarter of 2015. The Class B Units converted, on a one-for-one basis, into common units on August 19, 2015.
Pursuant to the terms of the Contribution Agreement dated as of July 14, 2015 among Susser, HHI, ETP Holdco, our General Partner, and ETP (the “Susser Contribution Agreement”), (i) Susser caused its wholly owned subsidiary to exchange its 79,308 common units for 79,308 Class A Units representing limited partner interests in the Partnership (“Class A Units”) and (ii) the 10,939,436 subordinated units held by wholly owned subsidiaries of Susser were converted into 10,939,436 Class A Units. The Class A Units were entitled to receive distributions on a pro rata basis with the common units, except that the Class A Units (a) did not share in distributions of cash to the extent such cash was derived from or attributable to any distribution received by the Partnership from PropCo, the Partnership’s indirect wholly owned subsidiary, 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 and (b) were subordinated to the common units during the subordination period for the subordinated units and were not entitled to receive any distributions until holders of the common units had received the minimum quarterly distribution plus any arrearages in payment of the minimum quarterly distribution from prior quarters.
In addition, the Partnership issued 79,308 common units and 10,939,436 subordinated units to the Contributors (together with the Class B Units, the “Susser Unit Consideration”) to restore the economic benefit of common units and subordinated units held by wholly owned subsidiaries of Susser that were exchanged or converted, as applicable, into Class A Units. The Susser Unit Consideration was issued and sold to the Contributors in private transactions exempt from registration under Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Susser Contribution Agreement, ETP guaranteed all then existing obligations of the Contributors.
The Susser Acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized acquired assets and assumed liabilities at their respective carrying values with no additional goodwill created. The Partnership’s results of operations include Susser’s results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of Susser from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its Consolidated Statement of Operations and Comprehensive Income to include $2.6 billion of Susser revenues and $18 million of net income for the period from January 1, 2015 through July 31, 2015 as well as $742 million of Susser revenues and $15 million of net loss for the Successor period from September 1, 2014 through December 31, 2014. Pre-Susser acquisition equity of Susser is presented as predecessor equity in our consolidated financial statements.
The following table summarizes the final recording of assets and liabilities at their respective carrying values as of the date presented (in millions): 
 
August 31, 2014
Current assets
$
217

Property and equipment
984

Goodwill
977

Intangible assets
541

Other noncurrent assets
38

Current liabilities
(246
)
Other noncurrent liabilities
(842
)
Net assets
1,669

Net deemed contribution
(702
)
Cash acquired
(64
)
Total cash consideration, net of cash acquired
$
903


Goodwill acquired in connection with the Susser acquisition is deductible for tax purposes.
Emerge Fuels Business Acquisition
On August 31, 2016, we acquired the fuels business (the "Fuels Business") from Emerge Energy Services LP (NYSE: EMES) ("Emerge") for $171 million, inclusive of working capital and other adjustments, which was funded using amounts available under our revolving credit facility. The Fuels Business includes two transmix processing plants with attached refined product terminals located in the Birmingham, Alabama and the Greater Dallas, TX metroplex and engages in the processing of transmix and the distribution of refined fuels. Combined, the plants can process over 10,000 barrels per day of transmix, and the associated terminals have over 800,000 barrels of storage capacity.
Management, with the assistance of a third party valuation firm, determined the preliminary assessment of fair value of assets and liabilities at the date of the Fuels Business acquisition. We determined the preliminary value of goodwill by giving consideration to the following qualitative factors:
•
synergies created through increased fuel purchasing advantages and integration with our existing wholesale business;
•
strategic advantages of owning transmix processing plants and increasing our terminal capacity; and
•
competitors processing transmix in the geographic region.
Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future.
The following table summarizes the preliminary recording of assets and liabilities at their respective carrying values as of the date presented (in millions):
 
 
August 31, 2016
Current assets
 
$
26

Property and equipment
 
60

Goodwill
 
78

Intangible assets
 
23

Current liabilities
 
(16
)
Net assets
 
171

Cash acquired
 
—

Total cash consideration, net of cash acquired
 
$
171


Goodwill acquired in connection with the Emerge acquisition is deductible for tax purposes.
Other Acquisitions
On October 12, 2016, we completed the acquisition of convenience store, wholesale motor fuel distribution, and commercial fuels distribution businesses serving East Texas and Louisiana from Denny Oil Company (“Denny”) for approximately $55 million. This acquisition included six company-owned and operated locations, six company-owned and dealer operated locations, wholesale fuel supply contracts for a network of independent dealer-owned and dealer-operated locations, and a commercial fuels business in the Eastern Texas and Louisiana markets. As part of the acquisition, we acquired 13 fee properties, which included the six company operated locations, six dealer operated locations, and a bulk plant and an office facility. This transaction was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values on the purchase date. Management, with the assistance of a third party valuation firm, is in the process of evaluating the initial purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The acquisition preliminarily increased goodwill by $1 million.
On June 22, 2016, we acquired 14 convenience stores and the wholesale fuel business in the Austin, Houston, and Waco, Texas markets from Kolkhorst Petroleum Inc. for $39 million. The convenience stores acquired include 5 fee properties and 9 leased properties, all of which are company operated. The Kolkhorst acquisition also included supply contracts with dealer-owned and operated sites. This acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values on the purchase date. Management, with the assistance of a third party valuation firm, is reviewing the initial valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The acquisition preliminarily increased goodwill by $19 million.
On June 22, 2016, we acquired 18 convenience stores serving the upstate New York market from Valentine Stores, Inc. (“Valentine”) for $78 million. This acquisition included 19 fee properties (of which 18 are company operated convenience stores and one is a standalone Tim Hortons), one leased Tim Hortons property, and three raw tracts of land in fee for future store development. This acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values on the purchase date. Management, with the assistance of a third party valuation firm, is reviewing the initial valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The acquisition preliminarily increased goodwill by $42 million.
On December 16, 2015, we acquired a wholesale motor fuel distribution business serving the Northeastern United States from Alta East, Inc. (“Alta East”) for approximately $57 million (the “Alta East Acquisition”). This acquisition included 24 fee and 6 leased properties operated by third party dealers or commission agents, and two non-operating surplus locations in fee. The Alta East Acquisition also included supply contracts with the dealer-owned and operated sites. The Alta East Acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values at the purchase date. Management, with the assistance of a third party valuation firm, determined the fair value of the assets at the date of acquisition. As a result, the acquisition increased goodwill by $19 million.
Additional acquisitions by the Partnership during 2015 totaled $66 million in consideration paid and preliminarily increased goodwill by $13 million.
The other acquisitions, including Denny, Kolkhorst, Valentine and Alta East, were all assets acquisitions, and any goodwill created from these acquisitions is deductible for tax purposes.
Pro Forma Financial Information
The combined results of our operations and those of Susser, Sunoco LLC, Sunoco Retail, MACS, and Aloha on a pro forma basis, as though all entities had been acquired on January 1, 2014, is revenue of $26.3 billion and net income attributable to partners of $88 million for the twelve months ended December 31, 2014. Pro forma adjustments include purchase accounting adjustments, interest expense, and related tax effects. This pro forma financial information is presented for informational purposes only and may not be indicative of the results of operations that would have been achieved had all acquisitions occurred on January 1, 2014.
Variable Interest Entities
Variable Interest Entities
Variable Interest Entities
MACS entered into agreements with entities controlled by the Uphoff Unitholders (members of MACS Holdings, LLC, owner of MACS prior to the acquisition by ETP) to lease the property, buildings and improvements of 37 sites that are now operated by the Partnership. Under the terms of the agreement, the Partnership had the right to purchase the underlying assets of 33 of these leases. Because of the variable interest purchase option as well as the terms of the leases, the Partnership was determined to be the primary beneficiary of these VIEs, and therefore we consolidated these entities prior to exercising our right to purchase.
On December 23, 2015 we completed the acquisition of underlying assets at the 33 locations subject to rights of purchase for $54 million, including payment of associated mortgage debt of $44 million. This transaction terminated separate consolidation of the VIEs, with the purchased assets continuing to be included in our consolidated financial statements.
Accounts Receivable
Accounts Receivable, net
Accounts Receivable, net
Accounts receivable, net, consisted of the following:
 
December 31,
2016
 
December 31,
2015
 
(in millions)
Accounts receivable, trade
$
361

 
$
161

Credit card receivables
133

 
98

Vendor receivables for rebates, branding, and other
21

 
15

Other receivables
27

 
38

Allowance for doubtful accounts
(3
)
 
(4
)
Accounts receivable, net
$
539

 
$
308

Inventories, net
Inventories, net
Inventories, net
Due to changes in fuel prices, we recorded a write-down on the value of fuel inventory of $98 million at December 31, 2015.
Inventories consisted of the following:
 
December 31,
2016
 
December 31,
2015
 
(in millions)
Fuel-retail
$
58

 
$
43

Fuel-wholesale
364

 
283

Fuel-consignment
5

 
4

Merchandise
123

 
116

Equipment and maintenance spare parts
13

 
13

Other
10

 
8

Inventories, net
$
573

 
$
467

Property and Equipment, net
Property and Equipment, net
Property and Equipment, net
Property and equipment, net consisted of the following:
 
December 31,
2016
 
December 31,
2015
 
(in millions)
Land
$
1,105

 
$
1,032

Buildings and leasehold improvements
1,491

 
1,151

Equipment
1,141

 
1,214

Construction in progress
294

 
97

Total property and equipment
4,031

 
3,494

Less: accumulated depreciation
658

 
339

Property and equipment, net
$
3,373

 
$
3,155


Depreciation expense on property and equipment was $248 million, $225 million and $68 million for the years ended December 31, 2016 and 2015, and the Successor period September 1, 2014 through December 31, 2014, respectively. Depreciation expense for the Predecessor period January 1, 2014 through August 31, 2014 was $7 million.
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets
Goodwill
Goodwill balances and activity for the years ended December 31, 2016 and 2015 consisted of the following:
 
Segment
 
 
 
Wholesale
 
Retail
 
Consolidated
 
(in millions)
Balance at December 31, 2014
$
724

 
$
2,420

 
$
3,144

Goodwill adjustment related to ETP "push down" accounting,
net of previously recognized goodwill
—

 
(14
)
 
(14
)
Goodwill adjustment related to Aloha acquisition
(54
)
 
5

 
(49
)
Goodwill related to Alta East acquisition
17

 
—

 
17

Goodwill related to other acquisitions
—

 
13

 
13

Balance at December 31, 2015
687

 
2,424

 
3,111

Goodwill adjustment related to Alta East acquisition
2

 
—

 
2

Goodwill related to Kolkhorst acquisition
—

 
19

 
19

Goodwill related to Valentine acquisition
—

 
42

 
42

Goodwill related to Emerge acquisition
78

 
—

 
78

Goodwill related to Denny acquisition
—

 
1

 
1

Goodwill adjustment related to other acquisitions
—

 
7

 
7

Goodwill impairment
—

 
(642
)
 
(642
)
Balance at December 31, 2016
$
767

 
$
1,851

 
$
2,618


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. During the year ended December 31, 2016, we continued our evaluation of the Denny, Emerge, Kolkhorst, Valentine, and Alta East acquisitions' purchase accounting analysis with the assistance of a third party valuation firm.
Goodwill is recorded at the acquisition date based on a preliminary purchase price allocation and generally may be adjusted when the purchase price allocation is finalized. In accordance with ASC 350-20-35 “Goodwill - Subsequent Measurements”, during the fourth quarter of 2016, we performed goodwill impairment tests on our reporting units and recognized a goodwill impairment charge of $642 million on our retail reporting unit primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded. The goodwill in the Retail reporting unit is comprised primarily of amounts recorded as a result of the purchase price allocations for ETP’s acquisitions of Sunoco, Inc. and MACS in 2012 and 2013, respectively. The impairment charge was driven primarily by changes in our organizational and capital structure following the completion of the dropdown transactions from ETP in 2014, 2015 and 2016 and changes in our construction plan for new-to-industry sites.
The Partnership determined the fair value of our reporting units using a weighted combination of the discounted cash flow method and the guideline company method. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating margins, weighted average costs of capital and future market conditions, among others. The Partnership believes the estimates and assumptions used in our impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated. Under the discounted cash flow method, the Partnership determined fair value based on estimated future cash flows of each reporting unit including estimates for capital expenditures, discounted to present value using the risk-adjusted industry rate, which reflect the overall level of inherent risk of the reporting unit. Cash flow projections are derived from one year budgeted amounts plus an estimate of later period cash flows, all of which are determined by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur. Under the guideline company method, the Partnership determined the estimated fair value of each of our reporting units by applying valuation multiples of comparable publicly-traded companies to each reporting unit’s projected EBITDA and then averaging that estimate with similar historical calculations using a three year average. In addition, the Partnership estimated a reasonable control premium representing the incremental value that accrues to the majority owner from the opportunity to dictate the strategic and operational actions of the business.
Other Intangibles
Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following:
 
December 31, 2016
 
December 31, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Book Value
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Book Value
 
(in millions)
Indefinite-lived
 

 
 

 
 

 
 

 
 

 
 

Tradenames
$
752

 
$
7

 
$
745

 
$
784

 
$
7

 
$
777

Contractual rights
43

 
—

 
43

 
34

 
—

 
34

Liquor licenses
16

 
—

 
16

 
16

 
—

 
16

Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations including supply agreements
631

 
208

 
423

 
551

 
150

 
401

Favorable leasehold arrangements, net
23

 
6

 
17

 
23

 
1

 
22

Loan origination costs
10

 
4

 
6

 
9

 
2

 
7

Other intangibles
7

 
2

 
5

 
4

 
1

 
3

Intangible assets, net
$
1,482

 
$
227

 
$
1,255

 
$
1,421

 
$
161

 
$
1,260


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 2016, the Partnership performed impairment tests on our intangible assets and recognized $32 million of impairment charge on our Laredo Taco Company tradename primarily due to decreases in projected future revenues and cash flows from the date the intangible asset was originally recorded. This was driven primarily by changes in our construction plan for new-to-industry sites and decreases in sales volume in oil field producing regions in which we have operations.
Total amortization expense on finite-lived intangibles included in depreciation, amortization and accretion was $67 million, $50 million and $18 million for the years ended December 31, 2016 and 2015, and the Successor period September 1, 2014 through December 31, 2014, respectively, and was $3 million for the Predecessor period January 1, 2014 through August 31, 2014.
Customer relations and supply agreements have a remaining weighted-average life of approximately 9 years. Favorable leasehold arrangements have a remaining weighted-average life of approximately 11 years. Non-competition agreements and other intangible assets have a remaining weighted-average life of approximately 11 years. Loan origination costs have a remaining weighted-average life of approximately 3 years.
As of December 31, 2016, the Partnership’s estimate of amortization includable in amortization expense and interest expense for each of the five succeeding fiscal years and thereafter for finite-lived intangibles is as follows (in millions):
 
Amortization
 
Interest
2017
$
65

 
$
2

2018
63

 
2

2019
61

 
2

2020
56

 
—

2021
39

 
—

Thereafter
161

 
—

Total
$
445

 
$
6

Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities
Current accrued expenses and other current liabilities consisted of the following:
 
December 31, 2016
 
December 31, 2015
 
(in millions)
Wage and other employee-related accrued expenses
$
42

 
$
26

Franchise agreement termination accrual
2

 
4

Accrued tax expense
154

 
102

Accrued insurance
23

 
33

Reserve for environmental remediation, current
5

 
8

Accrued interest expense
39

 
28

Deposits and other
107

 
107

Total
$
372

 
$
308

Long-Term Debt
Long-Term Debt
Long-Term Debt
Long-term debt consisted of the following:
 
December 31,
2016
 
December 31,
2015
 
(in millions)
Term Loan
$
1,243

 
$
—

Sale leaseback financing obligation
117

 
122

2014 Revolver
1,000

 
450

6.375% Senior Notes Due 2023
800

 
800

5.500% Senior Notes Due 2020
600

 
600

6.250% Senior Notes Due 2021
800

 
—

Capital lease obligation and notes payable
1

 
4

Total debt
4,561

 
1,976

Less: current maturities
5

 
5

Less: debt issuance costs
47

 
18

Long-term debt, net of current maturities
$
4,509

 
$
1,953

 
At December 31, 2016, scheduled future debt principal maturities are as follows (in millions):
2017
$
5

2018
5

2019
2,248

2020
606

2021
806

Thereafter
891

Total
$
4,561


Term Loan
On March 31, 2016, we entered into a senior secured term loan agreement (the “Term Loan”) to finance a portion of the costs associated with the ETP Dropdown. The Term Loan provides secured financing in an aggregate principal amount of up to $2.035 billion, which we borrowed in full. The Partnership used the proceeds to fund a portion of the ETP Dropdown and to pay fees and expenses incurred in connection with the ETP Dropdown and Term Loan.
Obligations under the Term Loan are secured equally and ratably with the 2014 Revolver (as defined below) by substantially all tangible and intangible assets of the Partnership and certain of our subsidiaries, subject to certain exceptions and permitted liens. Obligations under the Term Loan are guaranteed by certain of the Partnership’s subsidiaries. In addition, ETP Retail Holdings, LLC, a wholly owned subsidiary of ETP, provided a limited contingent guaranty of collection with respect to the payment of the principal amount of the Term Loan. The maturity date of the Term Loan is October 1, 2019. The Partnership is not required to make any amortization payments with respect to the loans under the Term Loan. Amounts borrowed under the Term Loan bear interest at either LIBOR or base rate plus an applicable margin based on the election of the Partnership for each interest period. Until the Partnership first receives an investment grade rating, the applicable margin for LIBOR rate loans ranges from 1.500% to 3.000% and the applicable margin for base rate loans ranges from 0.500% to 2.000%, in each case based on the Partnership’s Leverage Ratio (as defined in the Term Loan). The Term Loan requires the Partnership to maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through December 31, 2017, 6.75 to 1.0, (ii) as of March 31, 2018, 6.5 to 1.0, (iii) as of June 30, 2018, 6.25 to 1.0, (iv) as of September 30, 2018, 6.0 to 1.0, (v) as of December 31, 2018, 5.75 to 1.0 and (vi) thereafter, 5.5 to 1.0 (in the case of the quarter ending March 31, 2019 and thereafter, subject to increases to 6.0 to 1.0 in connection with certain specified acquisitions in excess of $50 million, as permitted under the Term Loan.
On January 31, 2017, the Partnership entered into a limited waiver to the Term Loan (the “Term Loan Waiver”). Under the Term Loan Waiver, the Agents and lenders party thereto waived and deemed remedied, among other matters, the miscalculations of the Partnership’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the Term Loan from December 21, 2016 through the effective date of the Term Loan Waiver. The incremental interest owed was remedied prior to the effectiveness of the Term Loan Waiver. As a result of the restatement of the compliance certificates for the fiscal quarter ended September 30, 2016 delivered in connection with the Term Loan Waiver, the margin applicable to the obligations under the Term Loan increased from (i) 2.75% in respect of LIBOR rate loans and 1.75% in respect of base rate loans to (ii) 3.00% in respect of LIBOR rate loans and 2.00% in respect of base rate loans, until the delivery of the next compliance certificates.
The Partnership may voluntarily prepay borrowings under the Term Loan at any time without premium or penalty, subject to any applicable breakage costs for loans bearing interest at LIBOR. Under certain circumstances, the Partnership is required to repay borrowings under the Term Loan in connection with the issuance by the Partnership of certain types of indebtedness for borrowed money. The Term Loan also includes certain (i) representations and warranties, (ii) affirmative covenants, including delivery of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, payment of material taxes and other claims, maintenance of properties and insurance, access to properties and records for inspection by administrative agent and lenders, further assurances and provision of additional guarantees and collateral, (iii) negative covenants, including restrictions on the Partnership and our restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make loans, advances or investments, pay dividends, sell or otherwise transfer assets or enter into transactions with shareholders or affiliates and (iv) events of default, in each case substantively similar to the representations and warranties, affirmative and negative covenants and events of default in the Partnership’s 2014 Revolver (as defined below). During the continuance of an event of default, the lenders under the Term Loan may take a number of actions, including declaring the entire amount then outstanding under the Term Loan due and payable.
As of December 31, 2016, the balance on the Term Loan was $1.2 billion. The Partnership was in compliance with all financial covenants at December 31, 2016.

6.250% Senior Notes Due 2021
On April 7, 2016, we and certain of our wholly owned subsidiaries, including SUN Finance (together with the Partnership, the “2021 Issuers”), completed a private offering of $800 million 6.250% senior notes due 2021 (the “2021 Senior Notes”). The terms of the 2021 Senior Notes are governed by an indenture dated April 7, 2016, among the 2021 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2021 Guarantors”) and U.S. Bank National Association, as trustee. The 2021 Senior Notes will mature on April 15, 2021 and interest is payable semi-annually on April 15 and October 15 of each year, commencing October 15, 2016. The 2021 Senior Notes are senior obligations of the 2021 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries and certain of its future subsidiaries. The 2021 Senior Notes and guarantees are unsecured and rank equally with all of the 2021 Issuers’ and each 2021 Guarantor’s existing and future senior obligations. The 2021 Senior Notes and guarantees are effectively subordinated to the 2021 Issuers’ and each 2021 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 2021 Senior Notes. ETC M-A Acquisition LLC ("ETC M-A"), a subsidiary of ETP Retail, guarantees collection to the 2021 Issuers with respect to the payment of the principal amount of the 2021 Senior Notes. ETC M-A is not subject to any of the covenants under the 2021 Indenture.
Net proceeds of approximately $789 million were used to repay a portion of the borrowings outstanding under our Term Loan.
In connection with the issuance of the 2021 Senior Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2021 Senior Notes for an issue of registered notes with terms substantively identical to the 2021 Senior Notes on or before April 7, 2017. The exchange offer was completed on October 4, 2016.

5.500% Senior Notes Due 2020
On July 20, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2020 Issuers”), completed a private offering of $600 million 5.500% senior notes due 2020 (the “2020 Senior Notes”). The terms of the 2020 Senior Notes are governed by an indenture dated July 20, 2015 (the “2020 Indenture”), among the 2020 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2020 Guarantors”) and U.S. Bank National Association, as trustee (the “2020 Trustee”). The 2020 Senior Notes will mature on August 1, 2020 and interest is payable semi-annually on February 1 and August 1 of each year, commencing February 1, 2016. The 2020 Senior Notes are senior obligations of the 2020 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2020 Senior Notes and guarantees are unsecured and rank equally with all of the 2020 Issuers’ and each 2020 Guarantor’s existing and future senior obligations. The 2020 Senior Notes and guarantees are effectively subordinated to the 2020 Issuers’ and each 2020 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 2020 Senior Notes.
Net proceeds of approximately $593 million were used to fund a portion of the Susser Cash Consideration.
In connection with our issuance of the 2020 Senior Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2020 Senior Notes for an issue of registered notes with terms substantively identical to the 2020 Senior Notes on or before July 20, 2016. The exchange offer was completed on October 4, 2016 and we paid the holders of the 2020 Senior Notes an aggregate of $0.3 million in liquidated damages in the form of additional interest as a result of the delayed registration.
6.375% Senior Notes Due 2023
On April 1, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2023 Issuers”), completed a private offering of $800 million 6.375% senior notes due 2023 (the “2023 Senior Notes”). The terms of the 2023 Senior Notes are governed by an indenture dated April 1, 2015 (the “2023 Indenture”), among the 2023 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2023 Guarantors”) and U.S. Bank National Association, as trustee (the “2023 Trustee”). The 2023 Senior Notes will mature on April 1, 2023 and interest is payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2015. The 2023 Senior Notes are senior obligations of the 2023 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2023 Senior Notes and guarantees are unsecured and rank equally with all of the 2023 Issuers’ and each 2023 Guarantor’s existing and future senior obligations. The 2023 Senior Notes and guarantees are effectively subordinated to the 2023 Issuers’ and each 2023 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 2023 Senior Notes. ETC M-A guarantees collection to the 2023 Issuers with respect to the payment of the principal amount of the 2023 Senior Notes. ETC M-A is not subject to any of the covenants under the 2023 Indenture.
Net proceeds of approximately $787 million were used to fund the Sunoco Cash Consideration and to repay borrowings under our 2014 Revolver (as defined below).
In connection with our issuance of the 2023 Senior Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2023 Senior Notes for an issue of registered notes with terms substantively identical to the 2023 Senior Notes on or before April 1, 2016. The exchange offer was completed on October 4, 2016 and we paid the holders of the 2023 Senior Notes an aggregate of $2 million in liquidated damages in the form of additional interest as a result of the delayed registration.
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 an LC 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 credit agreement governing our 2014 Revolver). Borrowings under the 2014 Revolver bear interest at a base rate (a rate based off of the higher of (a) the Federal Funds Rate (as defined in the revolving credit facility) plus 0.500%, (b) Bank of America’s prime rate or (c) 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. The 2014 Revolver requires the Partnership to maintain a Leverage Ratio of not more than (i) as of the last day of each fiscal quarter through December 31, 2017, 6.75 to 1.0, (ii) as of March 31, 2018, 6.5 to 1.0, (iii) as of June 30, 2018, 6.25 to 1.0, (iv) as of September 30, 2018, 6.0 to 1.0, (v) as of December 31, 2018, 5.75 to 1.0 and (vi) thereafter, 5.5 to 1.0 (in the case of the quarter ending March 31, 2019 and thereafter, subject to increases to 6.0 to 1.0 in connection with certain specified acquisitions in excess of $50 million, as permitted under the 2014 Revolver.
On January 31, 2017, the Partnership entered into a limited waiver (the “Revolver Waiver”). Under the Revolver Waiver, the Agents and lenders party thereto waived and deemed remedied, among other matters, the miscalculations of the Partnership’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the Revolver from December 21, 2016 through the effective date of the Revolver Waiver. The incremental interest owed was remedied prior to the effectiveness of the Revolver Waiver. As a result of the restatement of the compliance certificates for the fiscal quarter ended September 30, 2016 delivered in connection with the Revolver Waiver, the margin applicable to the obligations under the Revolver increased from (i) 2.75% in respect of LIBOR rate loans and 1.75% in respect of base rate loans to (ii) 3.00% in respect of LIBOR rate loans and 2.00% in respect of base rate loans, until the delivery of the next compliance certificates.
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.
As of December 31, 2016, the balance on the 2014 Revolver was $1.0 billion, and $31 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at December 31, 2016 was $469 million. The Partnership was in compliance with all financial covenants at December 31, 2016.
Sale Leaseback Financing Obligation
On April 4, 2013, MACS completed a sale leaseback transaction with two separate companies for 50 of its dealer operated sites. As MACS 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 December 31, 2016 was $117 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 December 31, 2016, is estimated to be approximately $4.6 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
Other Noncurrent Liabilities
Other noncurrent liabilities consisted of the following:
 
December 31, 2016
 
December 31, 2015
 
(in millions)
Accrued straight-line rent
$
10

 
$
16

Reserve for underground storage tank removal
53

 
55

Reserve for environmental remediation, long-term
35

 
29

Unfavorable lease liability
30

 
32

Others
36

 
38

Total
$
164

 
$
170


We record an asset retirement obligation for the estimated future cost to remove underground storage tanks. Revisions to the liability could occur due to changes in tank removal costs, tank useful lives or if federal and/or state regulators enact new guidance on the removal of such tanks. Changes in the carrying amount of asset retirement obligations for the years ended December 31, 2016 and 2015 were as follows:
 
Year Ended December 31
 
2016
 
2015
 
(in millions)
Balance at beginning of year
$
55

 
$
53

Liabilities incurred
5

 
1

Liabilities settled
(2
)
 
(2
)
Accretion expense
4

 
3

Revision of estimated cash flows
(9
)
 
—

Balance at end of year
$
53

 
$
55

Related-Party Transactions
Related-Party Transactions
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 owns a noncontrolling interest in the parent of PES.
•
Sunoco Logistics Partners L.P. ("SXL") Transportation and Terminalling Contracts – various agreements with subsidiaries of SXL for pipeline, terminalling and storage services. We also have agreements with subsidiaries of SXL for the purchase and sale of fuel. SXL is a consolidated subsidiary of ETP.
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 of three cents per gallon to Susser’s existing Stripes convenience stores and independently operated consignment 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.
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 of four cents 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.
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
Related party transactions with affiliates for the years ended December 31, 2016 and 2015, Successor period September 1, 2014 through December 31, 2014, and Predecessor period January 1, 2014 through September 1, 2014 were as follows (in millions): 
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014 through
August 31, 2014
Motor fuel sales to affiliates
$
62

 
$
20

 
$
—

 
 
$
2,200

Bulk fuel purchases from affiliates
$
1,867

 
$
2,449

 
$
52

 
 
$
—

Allocated cost of employees
$
—

 
$
—

 
$
—

 
 
$
9

Transportation charges from Susser
for delivery of motor fuel
$
—

 
$
—

 
$
—

 
 
$
38

Purchase of stores from Susser
$
—

 
$
—

 
$
—

 
 
$
81


Included in the bulk fuel purchases above are purchases from PES, which constitutes 14.4% of our total cost of sales for the year ended December 31, 2016.
Additional significant affiliate activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income are as follows:
•
Net advances from affiliates were $87 million at December 31, 2016. Net advances to affiliates were $366 million at December 31, 2015. Advances to and from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Sunoco, Inc. (R&M) and Sunoco Retail and Sunoco, Inc. (R&M), which are in place for purposes of cash management.
•
Net accounts receivable from affiliates were $3 million and $8 million at December 31, 2016 and 2015, respectively, which are primarily related to motor fuel purchases from us.
•
Net accounts payable to affiliates was $109 million and $15 million as of December 31, 2016 and 2015, respectively, attributable to operational expenses.
Commitments And Contingencies
Commitments and Contingencies
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:
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014
through
August 31, 2014
 
(in millions)
Cash rent:
 

 
 

 
 
 
 
 

Store base rent (1) (2)
$
116

 
$
127

 
$
35

 
 
$
1

Equipment and other rent (3)
21

 
16

 
6

 
 
—

Total cash rent
137

 
143

 
41

 
 
1

Non-cash rent:
 

 
 
 
 
 
 
 
Straight-line rent
3

 
(2
)
 
1

 
 
—

Capital lease offset
—

 
(1
)
 
—

 
 
—

Net rent expense
$
140

 
$
140

 
$
42

 
 
$
1


________________________________________________ 
(1)
Rental income includes sublease rental income totaling $29 million, $26 million and $8 million for the years ended December 31, 2016 and 2015, and the Successor period September 1, 2014 through December 31, 2014, respectively, and was $1 million for the Predecessor period January 1, 2014 through August 31, 2014.
(2)
Store base rent includes contingent rent expense totaling $23 million, $26 million and $10 million for the years ended December 31, 2016 and 2015, and the Successor period September 1, 2014 through December 31, 2014, respectively, and was zero for the Predecessor period January 1, 2014 through August 31, 2014.
(3)
Equipment and other rent consists primarily of store equipment and vehicles.
Future minimum lease payments, excluding sale-leaseback financing obligations (see Note 10), for future fiscal years are as follows (in millions):
2017
$
110

2018
99

2019
89

2020
84

2021
73

Thereafter
415

Total
$
870


 
Environmental Remediation
We are subject to various federal, state and local environmental laws and make financial expenditures in order to comply with regulations governing underground storage tanks adopted by federal, state and local regulatory agencies. In particular, at the federal level, the Resource Conservation and Recovery Act of 1976, as amended, requires the EPA to establish a comprehensive regulatory program for the detection, prevention, and cleanup of leaking underground storage tanks (e.g. overfills, spills, and underground storage tank releases).
Federal and state regulations require us to provide and maintain evidence that we are taking financial responsibility for corrective action and compensating third parties in the event of a release from our underground storage tank systems. In order to comply with these requirements, we have historically obtained private insurance in the states in which we operate. These policies provide protection from third-party liability claims. During 2016, our coverage was $10 million per occurrence and in the aggregate. Our sites continue to be covered by these policies.
We are currently involved in the investigation and remediation of contamination at motor fuel storage and gasoline store sites where releases of regulated substances have been detected. We accrue for anticipated future costs and the related probable state reimbursement amounts for remediation activities. Accordingly, we have recorded estimated undiscounted liabilities for these sites totaling $40 million and $37 million as of December 31, 2016 and 2015, respectively, which are classified as accrued expenses and other current liabilities and other noncurrent liabilities. As of December 31, 2016, we had $1 million in an escrow account to satisfy environmental claims related to the MACS acquisition and $8 million in two escrow accounts to satisfy environmental claims related to the Emerge acquisition.
Deferred Branding Incentives
We receive deferred branding incentives and other incentive payments from a number of our fuel suppliers. A portion of the deferred branding incentives may be passed on to our wholesale branded dealers under the same terms as required by our fuel suppliers. Many of the agreements require repayment of all or a portion of the amount received if we (or our branded dealers) elect to discontinue selling the specified brand of fuel at certain locations. As of December 31, 2016, the estimated amount of deferred branding incentives that would have to be repaid upon de-branding at these locations was $1 million. Of this amount, approximately $0.3 million would be the responsibility of the Partnership’s branded dealers under reimbursement agreements with the dealers. In the event a dealer were to default on this reimbursement obligation, we would be required to make this payment. No liability is recorded for the amount of dealer obligations which would become payable upon de-branding as no such dealer default is considered probable as of December 31, 2016. We have recorded $1 million and $2 million for deferred branding incentives, net of accumulated amortization, as of December 31, 2016 and 2015, respectively, under other non-current liabilities on our Consolidated Balance Sheets. The Partnership amortizes its retained portion of the incentives to income on a straight-line basis over the term of the agreements.
Contingent Consideration related to Acquisition
Pursuant to an earnout agreement associated with the Aloha Acquisition, we have recorded $15 million and $18 million, as of December 31, 2016 and 2015, respectively, under other non-current liabilities on our Consolidated Balance Sheets. Earnout objectives achieved under this agreement during the period of December 16, 2014 through December 31, 2022 are paid annually in arrears. The fair value measurement of such future earnouts is categorized within Level 3 of the fair value hierarchy.
Rental Income under Operating Leases
Rental Income under Operating Leases
Rental Income under Operating Leases
Investment in property under operating leases was as follows:
 
December 31,
2016
 
December 31,
2015
 
(in millions)
Land
$
127

 
$
141

Buildings and improvements
88

 
82

Equipment
55

 
37

Total property and equipment
270

 
260

Less: accumulated depreciation
(45
)
 
(30
)
Property and equipment, net
$
225

 
$
230

 
Rental income for the years ended December 31, 2016 and 2015, and the Successor period September 1, 2014 through December 31, 2014 was $90 million, $81 million and $25 million, respectively, and was $12 million for the Predecessor period January 1, 2014 through August 31, 2014.
Minimum future rental income under non-cancelable operating leases as of December 31, 2016 is as follows (in millions):
2017
$
27

2018
18

2019
11

2020
5

2021
2

Thereafter
2

Total minimum future rentals
$
65

Interest Expense, net
Interest Expense, net
Interest Expense, net
Components of net interest expense were as follows:
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014
through
August 31, 2014
 
(in millions)
Interest expense
$
188

 
$
87

 
$
9

 
 
$
5

Amortization of deferred financing fees
11

 
4

 
2

 
 
—

Interest income
(10
)
 
(3
)
 
—

 
 
—

Interest expense, net
$
189

 
$
88

 
$
11

 
 
$
5

Income Tax Expense
Income Tax
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. The components of the federal and state income tax expense (benefit) are summarized as follows:
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014
through
August 31, 2014
 
(in millions)
Current:
 

 
 

 
 

 
 
 

Federal
$
(7
)
 
$
12

 
$
51

 
 
$
—

State
7

 
4

 
10

 
 
—

Total current income tax expense
—

 
16

 
61

 
 
—

Deferred:
 

 
 
 
 
 
 
 
Federal
(44
)
 
16

 
22

 
 
—

State
13

 
20

 
(3
)
 
 
—

Total deferred tax expense (benefit)
(31
)
 
36

 
19

 
 
—

Net income tax expense (benefit)
$
(31
)
 
$
52

 
$
80

 
 
$
—


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. The completion of the acquisition of Susser on July 31, 2015 (see Note 3) significantly increased the activities conducted through corporate subsidiaries. A reconciliation of income tax expense at the U.S. federal statutory rate to net income tax expense is as follows: 
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014
through
August 31, 2014
 
(in millions)
Tax at statutory federal rate
$
(153
)
 
$
86

 
$
10

 
 
$
8

Partnership earnings not subject to tax
(124
)
 
(55
)
 
24

 
 
(8
)
Goodwill impairment
225

 


 


 
 


Revaluation of investments in affiliates
—

 
9

 
45

 
 
—

State and local tax, net of federal benefit
13

 
13

 
4

 
 
—

Other
8

 
(1
)
 
(3
)
 
 
—

Net income tax expense (benefit)
$
(31
)
 
$
52

 
$
80

 
 
$
—


Deferred taxes result from the temporary differences between financial reporting carrying amounts and the tax basis of existing assets and liabilities. Principal components of deferred tax assets and liabilities are as follows:
 
December 31, 2016
 
December 31, 2015
 
(in millions)
Deferred tax assets:
 

 
 

Environmental, asset retirement obligations, and other reserves
$
28

 
$
35

Inventories
12

 
5

Net operating loss carry forwards
92

 
62

Other
61

 
23

Total deferred tax assets
193

 
125

Deferred tax liabilities:
 
 
 
Fixed assets
506

 
442

Trademarks and other intangibles
272

 
292

Investments in affiliates
58

 
85

Total deferred tax liabilities
836

 
819

Net deferred income tax liabilities
$
643

 
$
694


Our corporate subsidiaries have federal net operating loss carryforwards of $254 million as of December 31, 2016 which expire in 2034, 2035 and 2036. Our corporate subsidiaries also have state net operating loss benefits of $3 million, net of federal tax, most of which expire between 2029 and 2036. We have determined that it is more likely than not that all federal and state net operating losses will be utilized, and accordingly, no valuation allowance is required as of December 31, 2016.
The Partnership and its subsidiaries do not have any unrecognized tax benefits for uncertain tax positions as of December 31, 2016 or 2015. The Partnership believes that all tax positions taken or to be taken will more likely than not be sustained under audit, and accordingly, we do not have any unrecognized tax benefits.
Our policy is to accrue interest and penalties on income tax underpayments (overpayments) as a component of income tax expense. We did not have any material interest and penalties in the periods presented.
The Partnership and its subsidiaries are no longer subject to examination by the IRS for 2012 and prior tax years. The Internal Revenue Service has commenced an audit of Susser Holdings Corporation ("SHC")’s 2014 tax year, and there are no proposed adjustments at this time. In addition, SHC’s 2010 and 2012 Texas margin tax years are currently being appealed in the State of Texas.
Partners' Capital
Partners' Capital
Partners’ Capital
On July 21, 2015, we completed an equity offering of 5,500,000 of our common units for gross proceeds of approximately $214 million. On November 30, 2015, pursuant to the terms of the Partnership Agreement, 10,939,436 subordinated units held by subsidiaries of ETP were exchanged for 10,939,436 common units. On December 3, 2015, we completed a private placement of 24,052,631 of our common units for gross proceeds of approximately $685 million.
As of December 31, 2016, ETE and ETP or their subsidiaries owned 45,750,826 common units, which constitute a 39.9% limited partner ownership interest in us. As of December 31, 2016, our fully consolidating subsidiaries owned 16,410,780 Class C units representing limited partner interests in the Partnership (the "Class C Units") and the public owned 52,430,220 common units.
Common Units
On March 31, 2016, the Partnership completed a private placement of 2,263,158 common units to ETE (the “PIPE Transaction”). ETE owns the general partner interests and incentive distribution rights in the Partnership.
On October 4, 2016, the Partnership entered into an equity distribution agreement for an at-the-market ("ATM") offering with RBC Capital Markets, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively, the “Managers”). Pursuant to the terms of the equity distribution agreement, the Partnership may sell from time to time through the Managers the Partnership’s common units representing limited partner interests having an aggregate offering price of up to $400 million. The Partnership issued 2,840,399 common units from October 4, 2016 through December 31, 2016 in connection with the ATM for $71 million, net of commissions of $1 million. As of December 31, 2016, $328 million of our common units remained available to be issued under the equity distribution agreement.
Common unit activity for the year ended December 31, 2016 was as follows:
 
Number of Units

Number of common units at December 31, 2015
87,365,706

Common units issued in connection with ETP Dropdown
5,710,922

Common units issued in connection with the PIPE Transaction
2,263,158

Common units issued in connection with the ATM
2,840,399

Phantom unit vesting
861

Number of common units at December 31, 2016
98,181,046


Allocation of Net Income
Information presented below for net income allocation to Partners includes periods before and after the ETP Merger (see Note 1).
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):
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014
through
August 31, 2014
Attributable to Common Units
 

 
 

 
 

 
 
 

Distributions (a)
$
317

 
$
156

 
$
27

 
 
$
12

Distributions in excess of net income
(809
)
 
(112
)
 
(10
)
 
 
—

Limited partners' interest in net income (loss)
$
(492
)
 
$
44

 
$
17

 
 
$
12

Attributable to Subordinated Units
 

 
 

 
 

 
 
 

Distributions (a)
$
—

 
$
23

 
$
13

 
 
$
11

Distributions in excess of net income
—

 
(12
)
 
(3
)
 
 
—

Limited partners' interest in net income
$
—

 
$
11

 
$
10

 
 
$
11

(a) Distributions declared per unit
to unitholders as of record date
$
3.2938

 
$
2.8851

 
$
1.1457

 
 
$
1.0218


 
Class A Units
Pursuant to the terms of the Susser Contribution Agreement on July 31, 2015, (i) 79,308 common units held by a wholly owned subsidiary of Susser were exchanged for 79,308 Class A Units and (ii) 10,939,436 subordinated units held by wholly owned subsidiaries of Susser were converted into 10,939,436 Class A units.
Class A Units were entitled to receive distributions on a pro rata basis with common units, except that the Class A Units (i) did not share in distributions of cash to the extent such cash was 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 and (ii) were subordinated to the common units during the subordination period for the subordinated units and were not entitled to receive any distributions until holders of the common units received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. All Class A Units were exchanged for Class C Units on January 1, 2016.
Pursuant to the terms described above, these distributions did not have an impact on the Partnership’s consolidated cash flows and as such, were excluded from total cash distributions and allocation of limited partners’ interest in net income. For the year ended December 31, 2015, Class A distributions declared totaled $10 million, or $0.9138 per unit. Fourth quarter distributions were paid to Class C unitholders pursuant to the terms of the Partnership Agreement.
Class C Units
On January 1, 2016, the Partnership issued an aggregate of 16,410,780 Class C Units consisting of (i) 5,242,113 Class C Units that were issued to Aloha as consideration for the contribution by Aloha to an indirect wholly owned subsidiary of the Partnership of all of Aloha’s assets relating to the wholesale supply of fuel and lubricants, and (ii) 11,168,667 Class C Units that were issued to indirect wholly owned subsidiaries of the Partnership in exchange for all outstanding Class A Units held by such subsidiaries. The Class C Units were valued at $38.5856 per Class C Unit (the “Class C Unit Issue Price”), based on the volume-weighted average price of the Partnership’s Common Units for the five-day trading period ending on December 31, 2015. The Class C Units were issued in private transactions exempt from registration under section 4(a)(2) of the Securities Act.
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 year ended December 31, 2016, Class C distributions declared totaled $57 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 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. Effective July 1, 2015, ETE exchanged 21 million ETP common units, owned by ETE, the owner of ETP’s general partner interest, for 100% of the general partner interest and all of the IDRs of Sunoco LP. ETP had previously owned our IDRs since September 2014, prior to that date the IDRs were owned by Susser.
 
 
 
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 were as follows: 
 
 
Limited Partners
 
 
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
Distribution to IDR Holders
 
 
(in millions, except per unit amounts)
February 21, 2017
 
$
0.8255

 
$
81

 
$
21

November 15, 2016
 
$
0.8255

 
$
79

 
$
20

August 15, 2016
 
$
0.8255

 
$
79

 
$
20

May 16, 2016
 
$
0.8173

 
$
78

 
$
20

February 16, 2016
 
$
0.8013

 
$
70

 
$
17

November 27, 2015
 
$
0.7454

 
$
47

 
$
8

August 28, 2015
 
$
0.6934

 
$
29

 
$
3

May 29, 2015
 
$
0.6450

 
$
23

 
$
1

February 27, 2015
 
$
0.6000

 
$
21

 
$
1

November 28, 2014
 
$
0.5457

 
$
19

 
$
—

August 29, 2014
 
$
0.5197

 
$
11

 
$
—

May 30, 2014
 
$
0.5021

 
$
11

 
$
—

February 28, 2014
 
$
0.4851

 
$
11

 
$
—

Unit-Based Compensation
Unit-Based Compensation
Unit-Based Compensation
Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in millions):
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014
through
August 31, 2014
Phantom common units (1)
$
11

 
$
7

 
$
4

 
 
$
1

Allocated expense from Parent (2)
2

 
1

 
1

 
 
4

Total unit-based compensation expense
$
13

 
$
8

 
$
5

 
 
$
5

____________________________________
(1)
Excludes unit-based compensation expense related to units issued to non-employees.
(2)
Reflects expenses allocated to us by Susser prior to the ETP Merger and expenses allocated to us by ETP subsequent to the closing of the ETP Merger.

Phantom Common Unit Awards
Concurrent with the ETP Merger, all unvested phantom units vested and compensation cost of $0.4 million was recognized.
Subsequent to the ETP Merger, phantom units were issued which have the right to receive distributions prior to vesting. During the years ended December 31, 2016 and December 31, 2015, 966,337 and 993,134 phantom units were issued, respectively. These units vest 60% after three years and 40% after five years. 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. Unrecognized compensation expenses related to our nonvested phantom units totaled $39 million as of December 31, 2016, which are expected to be recognized over a weighted average period of 4.3 years. The fair value of nonvested phantom units outstanding as of December 31, 2016 and 2015, totaled $69 million and $47 million, respectively.
Phantom unit award activity for the years ended December 31, 2016 and 2015 consisted of the following:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2014
241,235

 
$
45.50

Granted
993,134

 
40.63

Forfeited
(87,321
)
 
50.71

Outstanding at December 31, 2015
1,147,048

 
41.19

Granted
966,337

 
26.95

Vested
(1,240
)
 
36.98

Forfeited
(98,511
)
 
39.77

Outstanding at December 31, 2016
2,013,634

 
$
34.43


 
Cash Awards
In January 2015, the Partnership granted 30,710 awards to be settled in cash under the terms of the Sunoco LP Long-Term Cash Restricted Unit Plan. An additional 1,000 awards were granted in September 2015. During the year ended December 31, 2016, 4,560 units were forfeited. These awards do not have the right to receive distributions prior to vesting. The awards vest 100% after three years. Unrecognized compensation cost related to our nonvested cash awards totaled $0.4 million as of December 31, 2016, which is expected to be recognized during 2017. The fair value of nonvested cash awards outstanding as of December 31, 2016 totaled $1 million.
Segment Reporting
Segment Reporting
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 operating segments, wholesale and retail, both of which are included as reportable segments. No operating segments have been aggregated in identifying the two reportable segments. The Predecessor period was composed solely of wholesale activities and as such is excluded from presentation here.
We allocate shared revenues 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. Prior to 2015, these costs were allocated based on segment EBITDA.
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, unrealized gains and losses on commodity derivatives and inventory fair value 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 consignment 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
Our retail segment operates 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, ATM, money orders, prepaid phone cards and wireless services.
The following tables present financial information by segment for the years ended December 31, 2016 and 2015, and the Successor period from September 1, 2014 through December 31, 2014.
Segment Financial Data for the Year Ended December 31, 2016
 
Wholesale 
Segment
 
Retail 
Segment
 
Intercompany
Eliminations
 
Totals
 
(in millions)
Revenue
 

 
 

 
 

 
 

Retail motor fuel
$
—

 
$
5,261

 
 

 
$
5,261

Wholesale motor fuel sales to third parties
7,812

 
—

 
 

 
7,812

Wholesale motor fuel sales to affiliates
62

 
—

 
 

 
62

Merchandise
—

 
2,272

 
 

 
2,272

Rental income
76

 
14

 
 

 
90

Other
45

 
156

 
 

 
201

Intersegment sales
3,823

 
133

 
(3,956
)
 
—

Total revenue
11,818

 
7,836

 
(3,956
)
 
15,698

Gross profit
 
 
 
 
 

 
 
Retail motor fuel
—

 
611

 
 

 
611

Wholesale motor fuel
613

 
—

 
 

 
613

Merchandise
—

 
716

 
 

 
716

Rental and other
110

 
169

 
 

 
279

Total gross profit
723

 
1,496

 
 
 
2,219

Total operating expenses
390

 
2,077

 
 

 
2,467

Income (loss) from operations
333

 
(581
)
 
 

 
(248
)
Unallocated interest expense, net
59

 
130

 
 

 
189

Income (loss) before income taxes
274

 
(711
)
 
 

 
(437
)
Income tax expense (benefit)
5

 
(36
)
 
 

 
(31
)
Net income (loss) and comprehensive income (loss)
$
269

 
$
(675
)
 
 

 
$
(406
)
Depreciation, amortization and accretion
94

 
225

 
 

 
319

Interest expense, net
59

 
130

 
 

 
189

Income tax expense (benefit)
5

 
(36
)
 
 

 
(31
)
EBITDA
427

 
(356
)
 
 

 
71

Non-cash compensation expense
6

 
7

 
 

 
13

Loss (gain) on disposal of assets and impairment charges
(3
)
 
683

 
 

 
680

Unrealized gain on commodity derivatives
5

 
—

 
 

 
5

Inventory fair value adjustments
(98
)
 
(6
)
 
 

 
(104
)
Adjusted EBITDA
$
337

 
$
328

 
 

 
$
665

Capital expenditures
$
112

 
$
327

 
 

 
$
439

Total assets
$
3,201

 
$
5,500

 
 

 
$
8,701



Segment Financial Data for the Year Ended December 31, 2015
 
Wholesale
Segment
 
Retail
Segment
 
Intercompany
Eliminations
 
Totals
 
(in millions)
Revenue
 

 
 

 
 

 
 

Retail motor fuel
$
—

 
$
5,891

 
 
 
$
5,891

Wholesale motor fuel sales to third parties
10,104

 
—

 
 
 
10,104

Wholesale motor fuel sales to affiliates
20

 
—

 
 
 
20

Merchandise
—

 
2,178

 
 
 
2,178

Rental income
52

 
29

 
 
 
81

Other
28

 
158

 
 
 
186

Intersegment sales
4,446

 
125

 
(4,571
)
 
—

Total revenue
14,650

 
8,381

 
(4,571
)
 
18,460

Gross profit
 
 
 
 
 
 
 
Retail motor fuel
—

 
635

 
 
 
635

Wholesale motor fuel
407

 
—

 
 
 
407

Merchandise
—

 
680

 
 
 
680

Rental and other
75

 
187

 
 
 
262

Total gross profit
482

 
1,502

 
 
 
1,984

Total operating expenses
331

 
1,319

 
 
 
1,650

Income from operations
151

 
183

 
 
 
334

Unallocated interest expense, net
55

 
33

 
 
 
88

Income before income taxes
96

 
150

 
 
 
246

Income tax expense
4

 
48

 
 
 
52

Net income and comprehensive income
$
92

 
$
102

 
 
 
$
194

Depreciation, amortization and accretion
68

 
210

 
 
 
278

Interest expense, net
55

 
33

 
 
 
88

Income tax expense
4

 
48

 
 
 
52

EBITDA
219

 
393

 
 
 
612

Non-cash compensation expense
4

 
4

 
 
 
8

Loss (gain) on disposal of assets
1

 
(2
)
 
 
 
(1
)
Unrealized gain on commodity derivatives
2

 
—

 
 
 
2

Inventory fair value adjustments
78

 
20

 
 
 
98

Adjusted EBITDA
$
304

 
$
415

 
 
 
$
719

Capital expenditures
$
65

 
$
426

 
 
 
$
491

Total assets
$
2,926

 
$
5,916

 
 
 
$
8,842

Segment Financial Data for the Successor Period from September 1, 2014 through December 31, 2014
 
Wholesale
Segment
 
Retail
Segment
 
Intercompany
Eliminations
 
Totals
 
(in millions)
Revenue
 

 
 

 
 

 
 

Retail motor fuel
$
—

 
$
2,377

 
 
 
$
2,377

Wholesale motor fuel sales to third parties
4,235

 
—

 
 
 
4,235

Wholesale motor fuel sales to affiliates
—

 
—

 
 
 
—

Merchandise
—

 
651

 
 
 
651

Rental income
15

 
10

 
 
 
25

Other
(2
)
 
57

 
 
 
55

Intersegment sales
1,787

 
45

 
(1,832
)
 
—

Total revenue
6,035

 
3,140

 
(1,832
)
 
7,343

Gross profit
 
 
 
 
 
 
 
Retail motor fuel
—

 
271

 
 
 
271

Wholesale motor fuel
31

 
—

 
 
 
31

Merchandise
—

 
196

 
 
 
196

Rental and other
20

 
58

 
 
 
78

Total gross profit
51

 
525

 
 
 
576

Total operating expenses
104

 
434

 
 
 
538

Income (loss) from operations
(53
)
 
91

 
 
 
38

Unallocated interest expense, net
3

 
8

 
 
 
11

Income (loss) before income taxes
(56
)
 
83

 
 
 
27

Income tax expense
68

 
12

 
 
 
80

Net income (loss) and comprehensive income (loss)
$
(124
)
 
$
71

 
 
 
(53
)
Depreciation, amortization and accretion
24

 
62

 
 
 
86

Interest expense, net
3

 
8

 
 
 
11

Income tax expense
68

 
12

 
 
 
80

EBITDA
(29
)
 
153

 
 
 
124

Non-cash compensation expense
1

 
4

 
 
 
5

Gain on disposal of assets
—

 
(1
)
 
 
 
(1
)
Unrealized gain on commodity derivatives
(1
)
 
—

 
 
 
(1
)
Inventory fair value adjustments
177

 
28

 
 
 
205

Adjusted EBITDA
$
148

 
$
184

 
 
 
332

Capital expenditures
$
5

 
$
149

 
 
 
154

Total assets
$
843

 
$
7,930

 
 
 
8,773

Net Income per Unit
Net Income per Unit
Net Income per Unit
Net income per unit applicable to limited partners (including subordinated unitholders prior to the conversion of our subordinated units on November 30, 2015) is computed by dividing limited partners’ interest in net income by the weighted-average number of outstanding common and subordinated units. Our net income is allocated to 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 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 and subordinated 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. Basic and diluted net income per unit applicable to subordinated limited partners are the same as there were no potentially dilutive subordinated units outstanding.
A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows:
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014
through
August 31, 2014
 
(dollars in millions, except units and per unit amounts)
Net income (loss) and comprehensive income (loss)
$
(406
)
 
$
194

 
$
(53
)
 
 
$
23

Less: Net income and comprehensive income
attributable to noncontrolling interest
—

 
4

 
1

 
 
—

Less: Preacquisition income (loss)
allocated to general partner
—

 
103

 
(88
)
 
 
—

Net income (loss) and comprehensive income (loss)
attributable to partners
(406
)
 
87

 
34

 
 
23

Less:
 
 
 
 
 
 
 
 
Incentive distribution rights
81

 
30

 
1

 
 
—

MACS earnings prior to October 1, 2014
—

 
—

 
6

 
 
—

Distributions on nonvested phantom unit awards
5

 
2

 
—

 
 
—

Limited partners' interest in net income (loss)
$
(492
)
 
$
55

 
27

 
 
$
23

Weighted average limited partner units outstanding:
 

 
 

 
 

 
 
 

Common - basic
93,575,530

 
40,253,913

 
20,572,373

 
 
11,023,617

Common - equivalents
28,305

 
21,738

 
6,382

 
 
25,128

Common - diluted
93,603,835

 
40,275,651

 
20,578,755

 
 
11,048,745

Subordinated - (basic and diluted)
—

 
10,010,333

 
10,939,436

 
 
10,939,436

Net income (loss) per limited partner unit:
 

 
 

 
 

 
 
 

Common - basic and diluted
$
(5.26
)
 
$
1.11

 
$
0.85

 
 
$
1.02

Subordinated - basic and diluted (1)
$
—

 
$
1.40

 
$
0.85

 
 
$
1.02

___________________________
(1)
The subordination period ended on November 30, 2015, at which time outstanding subordinated units were converted to common units. Distributions and the partners' interest in net income were allocated to the subordinated units through November 30, 2015.
Selected Quarterly Results of Operations (Unaudited)
Selected Quarterly Financial Data (unaudited)
Selected Quarterly Financial Data (unaudited)
The following table sets forth certain unaudited financial and operating data for each quarter during 2016 and 2015. The unaudited quarterly information includes all normal recurring adjustments that we consider necessary for a fair presentation of the information shown.
 
2016
 
2015
 
4th
QTR
 
3rd
QTR
 
2nd
QTR
 
1st
QTR
 
4th
QTR
 
3rd
QTR
 
2nd
QTR
 
1st
QTR
Motor fuel sales
$
3,668

 
$
3,457

 
$
3,391

 
$
2,619

 
$
3,463

 
$
4,249

 
$
4,499

 
$
3,804

Merchandise sales
566

 
605

 
577

 
524

 
545

 
589

 
561

 
483

Rental and other income
72

 
76

 
84

 
59

 
69

 
69

 
66

 
63

Total revenues
$
4,306

 
$
4,138

 
$
4,052

 
$
3,202

 
$
4,077

 
$
4,907

 
$
5,126

 
$
4,350

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel gross profit
$
323

 
$
317

 
$
310

 
$
274

 
$
228

 
$
272

 
$
302

 
$
240

Merchandise gross profit
169

 
192

 
188

 
167

 
170

 
185

 
177

 
148

Other gross profit
70

 
68

 
83

 
58

 
67

 
68

 
66

 
61

Total gross profit
$
562

 
$
577

 
$
581

 
$
499

 
$
465

 
$
525

 
$
545

 
$
449

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
$
(568
)
 
$
104

 
$
124

 
$
92

 
$
51

 
$
94

 
$
124

 
$
65

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss ) and comprehensive income (loss)
$
(585
)
 
$
45

 
$
72

 
$
62

 
$
16

 
$
35

 
$
94

 
$
49

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to partners
$
(585
)
 
$
45

 
$
72

 
$
62

 
$
7

 
$
28

 
$
35

 
$
17

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) per limited
partner unit:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Common (basic and diluted)
$
(6.32
)
 
$
0.24

 
$
0.53

 
$
0.47

 
$
(0.13
)
 
$
0.30

 
$
0.87

 
$
0.44

Subordinated (basic and diluted)
$
—

 
$
—

 
$
—

 
$
—

 
$
0.10

 
$
0.52

 
$
0.87

 
$
0.44

Subsequent Events
Subsequent Events
Subsequent Events
In connection with the ATM program, we have issued 355,750 common units from January 1, 2017 through February 13, 2017, with total net proceeds of $10 million. We intend to use the net proceeds from sales pursuant to the equity distribution agreement, after deducting Managers’ commissions and the Partnership’s offering expenses, for general partnership purposes, which may include repaying or refinancing all or a portion of our outstanding indebtedness and funding capital expenditures, acquisitions or working capital.
On January 18, 2017, with the assistance of NRC Realty & Capital Advisors, LLC, we launched a portfolio optimization plan to market and sell 99 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 in a ‘buy one, some or all’ format with bids due on March 7, 2017 for the operating sites and on April 4, 2017 for the surplus properties. The Partnership will review all bids before divesting any assets.
Summary of Significant Accounting Policies (Policies)
Use of Estimates 
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value Measurements 
Fair Value Measurements
The Partnership uses fair value measurements to measure, among other items, purchased assets and investments, leases, and derivative contracts. Fair value measurements are also used to assess impairment of properties, equipment, intangible assets, and goodwill.
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.
Segment Reporting 
Segment Reporting
Beginning with the acquisition of MACS in 2014, we operate our business in two primary operating segments, wholesale and retail, both of which are included as reportable segments. Our retail segment operates convenience stores selling a variety of merchandise, food items, services, and motor fuel. Our wholesale segment sells motor fuel to our retail segment and external customers.
Acquisition Accounting 
Acquisition Accounting
Acquisitions of assets or entities that include inputs and processes and have the ability to create outputs are accounted for as business combinations. A purchase price is recorded for tangible and intangible assets acquired and liabilities assumed based on their fair value. The excess of fair value of consideration conveyed over fair value of net assets acquired is recorded as goodwill. The Consolidated Statements of Operations and Comprehensive Income for the periods presented include the results of operations for each acquisition from their respective dates of acquisition.
Acquisitions of entities under common control are accounted for similar to a pooling of interests, in which the acquired assets and assumed liabilities are recognized at their historic carrying values. The results of operations of affiliated businesses acquired are reflected in the Partnership’s consolidated results of operations beginning on the date of common control.
Cash and Cash Equivalents 
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits, and short-term investments with original maturities of three months or less.
Sunoco LLC and Sunoco Retail have treasury services agreements with Sunoco, Inc. (R&M), an indirect wholly-owned subsidiary of ETP. Pursuant to these agreements, Sunoco LLC and Sunoco Retail participate in Sunoco, Inc. (R&M)’s centralized cash management program. Under this program, all cash receipts and cash disbursements are processed, together with those of Sunoco, Inc. (R&M), through Sunoco, Inc. (R&M)’s cash accounts with a corresponding credit or charge to the advances to/from affiliates account. The net balance of Sunoco LLC and Sunoco Retail is reflected in either "Advances to affiliates" or "Advances from affiliates" on the Consolidated Balance Sheets.
Accounts Receivable 
Accounts Receivable
The majority of trade receivables are from wholesale fuel customers or from credit card companies related to retail credit card transactions. Wholesale customer credit is extended based on an evaluation of the customer’s financial condition. Receivables are recorded at face value, without interest or discount. The Partnership provides an allowance for doubtful accounts based on historical experience and on a specific identification basis. Credit losses are recorded against the allowance when accounts are deemed uncollectible.
Receivables from affiliates rise from increased fuel sales and other miscellaneous transactions with non-consolidated affiliates. These receivables are recorded at face value, without interest or discount.
Inventories 
Inventories
Fuel inventories are stated at the lower of cost or market. Beginning September 2014, fuel inventory cost is determined using the last-in-first-out (“LIFO”) method. Under this methodology, the cost of fuel sold consists of actual acquisition costs, which includes transportation and storage costs. Such costs are adjusted to reflect increases or decreases in inventory quantities which are valued based on changes in LIFO inventory layers.
Merchandise inventories are stated at the lower of average cost, as determined by the retail inventory method, or market. We record an allowance for shortages and obsolescence relating to merchandising inventory based on historical trends and any known changes. Shipping and handling costs are included in the cost of merchandise inventories.
Advertising Costs 
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs were $41 million, $46 million and $13 million for the years ended December 31, 2016 and 2015, and the Successor period September 1, 2014 through December 31, 2014, respectively. Advertising costs were $5 million for the Predecessor period January 1, 2014 through August 31, 2014.
Property and Equipment 
Property and Equipment
Property and equipment are recorded at cost. Depreciation is computed on a straight-line basis over the useful lives of assets, estimated to be forty years for buildings, three to fifteen years for equipment and thirty years for storage tanks. Assets under capital leases are depreciated over the life of the corresponding lease.
Amortization of leasehold improvements is based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured, or the estimated useful lives, which approximate twenty years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Gains or losses on the disposition of property and equipment are recorded in the period incurred.
Long-Lived Assets and Assets Held for Sale 
Long-Lived Assets and Assets Held for Sale
Long-lived assets are tested for possible impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If such indicators exist, the estimated undiscounted future cash flows related to the asset are compared to the carrying value of the asset. If the carrying value is greater than the estimated undiscounted future cash flow amount, an impairment charge is recorded within loss (gain) on disposal of assets and impairment charge in the Consolidated Statements of Operations and Comprehensive Income for amounts necessary to reduce the corresponding carrying value of the asset to fair value. The impairment loss calculations require management to apply judgment in estimating future cash flows and discount rates that reflect the risk inherent in future cash flows.
Properties that have been closed and other excess real property are recorded as assets held and used, and are written down to the lower of cost or estimated net realizable value at the time we close such stores or determine that these properties are in excess and intend to offer them for sale. We estimate the net realizable value based on our experience in utilizing or disposing of similar assets and on estimates provided by our own and third-party real estate experts. Although we have not experienced significant changes in our estimate of net realizable value, changes in real estate markets could significantly impact the net values realized from the sale of assets. When we have determined that an asset is more likely than not to be sold in the next twelve months, that asset is classified as assets held for sale and included in other current assets. As of December 31, 2016 and 2015, we had $83 million and $1 million classified as assets held for sale, respectively.
Goodwill and Indefinite-Lived Intangible Assets 
Goodwill and Indefinite-Lived Intangible Assets
Goodwill represents the excess of consideration paid over fair value of net assets acquired. Goodwill and intangible assets acquired in a purchase business combination are recorded at fair value as of the date acquired. Acquired intangible assets determined to have an indefinite useful life are not amortized, but are instead tested for impairment at least annually, or more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test of goodwill and indefinite lived intangible assets is performed as of the first day of the fourth quarter of each fiscal year.
The Partnership uses qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit exceeds its carrying amount, including goodwill. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the business, overall financial performance of the business, and performance of the unit price of the Partnership.
If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeds its carrying value, then a two-step approach is applied in making an evaluation. Step one utilizes multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates.
If, after assessing the totality of events or circumstances in step one, management determines that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount then performing step two test is unnecessary.
However, if the estimated fair value of the reporting unit is less than its carrying value, a second step is performed to compute the impairment amount by determining an “implied fair value” of goodwill. Determination of “implied fair value” requires management to allocate the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Unallocated fair value, if any, represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value. If the “implied fair value” is less than the carrying value, an impairment charge is recorded.
Indefinite-lived intangible assets are composed of certain tradenames, contractual rights, and liquor licenses which are not amortized but are evaluated for impairment annually or more frequently if events or changes occur that suggest an impairment in carrying value, such as a significant adverse change in the business climate. Indefinite-lived intangible assets are evaluated for impairment by comparing each asset's fair value to its book value. Management first determines qualitatively whether it is more likely than not that an indefinite-lived asset is impaired. If management concludes that it is more likely than not that an indefinite-lived asset is impaired, then its fair value is determined by using the discounted cash flow model based on future revenues estimated to be derived in the use of the asset.
Other Intangible Assets 
Other Intangible Assets
Other finite-lived intangible assets consist of supply agreements, customer relations, favorable lease arrangements, non-competes, and loan origination costs. Separable intangible assets that are not determined to have an indefinite life are amortized over their useful lives and assessed for impairment only if and when circumstances warrant. Determination of an intangible asset's fair value and estimated useful life are based on an analysis of pertinent factors including (1) the use of widely-accepted valuation approaches, such as the income approach or the cost approach, (2) the expected use of the asset by the Partnership, (3) the expected useful life of related assets, (4) any legal, regulatory or contractual provisions, including renewal or extension period that would cause substantial costs or modifications to existing agreements, and (5) the effects of obsolescence, demand, competition, and other economic factors. Should any of the underlying assumptions indicate that the value of the intangible assets might be impaired, we may be required to reduce the carrying value and remaining useful life of the asset. If the underlying assumptions governing the amortization of an intangible asset were later determined to have significantly changed, we may be required to adjust its amortization period to reflect a new estimate of its useful life. Any write-down of the value or unfavorable change in the useful life of an intangible asset would increase expense at that time.
Customer relations and supply agreements are amortized on a straight-line basis over the remaining terms of the agreements, which generally range from five to twenty years. Favorable lease arrangements are amortized on a straight-line basis over the remaining lease terms. Non-competition agreements are amortized over the terms of the respective agreements, and loan origination costs are amortized over the life of the underlying debt as an increase to interest expense.
Asset Retirement Obligations 
Asset Retirement Obligations
The estimated future cost to remove an underground storage tank is recognized over the estimated useful life of the storage tank. We record a discounted liability for the future fair value of an asset retirement obligation along with a corresponding increase to the carrying value of the related long-lived asset at the time an underground storage tank is installed. We then depreciate the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the remaining life of the tank. We base our estimates of the anticipated future costs for tank removal on our prior experience with removals. We review assumptions for computing the estimated liability for tank removal on an annual basis. Any change in estimated cash flows are reflected as an adjustment to both the liability and the associated asset.
Environmental Liabilities 
Environmental Liabilities
Environmental expenditures related to existing conditions, resulting from past or current operations, and from which no current or future benefit is discernible, are expensed. Expenditures that extend the life of the related property or prevent future environmental contamination are capitalized. We determine and establish a liability on a site-by-site basis when it is probable and can be reasonably estimated. A related receivable is recorded for estimable and probable reimbursements.
Revenue Recognition 
Revenue Recognition
Revenues from our two primary product categories, motor fuel and merchandise, are recognized either at the time fuel is delivered to the customer or at the time of sale. Shipment and delivery of motor fuel generally occurs on the same day. The Partnership charges wholesale customers for third-party transportation costs, which are recorded net in cost of sales. Through PropCo, our wholly-owned corporate subsidiary, we may sell motor fuel to customers on a consignment basis, in which we retain title to inventory, control access to and sale of fuel inventory, and recognize revenue at the time the fuel is sold to the ultimate customer. In our wholesale segment, we derive other income from rental income, propane and lubricating oils, and other ancillary product and service offerings. In our retail segment, we derive other income from lottery ticket sales, money orders, prepaid phone cards and wireless services, ATM transactions, car washes, movie rentals, and other ancillary product and service offerings. We record revenue from other retail transactions on a net commission basis when a product is sold and/or services are rendered.
Rental Income 
Rental Income
Rental income from operating leases is recognized on a straight line basis over the term of the lease.
Cost of Sales 
Cost of Sales
We include in cost of sales all costs incurred to acquire fuel and merchandise, including the costs of purchasing, storing, and transporting inventory prior to delivery to our customers. Items are removed from inventory and are included in cost of sales based on the retail inventory method for merchandise and the LIFO method for motor fuel. Cost of sales does not include depreciation of property, plant, and equipment as amounts attributed to cost of sales would not be significant. Depreciation is separately classified in the Consolidated Statements of Operations and Comprehensive Income.
Motor Fuel and Sales Taxes 
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 dealers, distributors 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 $1.2 billion, $1.1 billion, $359 million, and $10 million, for the years ended December 31, 2016 and 2015, the Successor period September 1, 2014 through December 31, 2014 and the Predecessor period January 1, 2014 through August 31, 2014, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the Consolidated Statements of Operations and Comprehensive Income.
Deferred Branding Incentives 
Deferred Branding Incentives
We receive payments for branding incentives related to fuel supply contracts. Unearned branding incentives are deferred and amortized on a straight line basis over the term of the agreement as a credit to cost of sales.
Lease Accounting 
Lease Accounting
The Partnership leases a portion of its properties under non-cancelable operating leases, whose initial terms are typically five to fifteen years, with options permitting renewal for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease, including renewal periods that are reasonably assured at the inception of the lease. The Partnership is typically responsible for payment of real estate taxes, maintenance expenses, and insurance. The Partnership also leases certain vehicles, and such leases are typically less than five years.
Fair Value of Financial Instruments 
Fair Value of Financial Instruments
Cash, accounts receivable, certain other current assets, marketable securities, accounts payable, accrued expenses, and certain other current liabilities are reflected in the Consolidated Balance Sheets at fair value.
Earnings Per Unit 
Earnings Per Unit
In addition to common and subordinated units, we have identified IDRs as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the Second Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement"). Net income per unit applicable to limited partners (including common and subordinated unitholders) is computed by dividing limited partners’ interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common and subordinated units.
Stock and Unit-based Compensation 
Stock and Unit-based Compensation
Certain employees supporting operations prior to the ETP Merger were granted long-term incentive compensation awards under the Susser stock-based compensation programs, which primarily consisted of stock options and restricted common stock. Prior to the ETP Merger, these costs were allocated to us and are included in general and administrative expenses.
In connection with our IPO, our General Partner adopted the Susser Petroleum Partners LP 2012 Long-Term Incentive Plan (the “LTIP Plan”, or “Sunoco LP Plan”), under which various types of awards may be granted to employees, consultants, and directors of our General Partner who provide services for us. On August 29, 2014, effective with the ETP Merger, all then outstanding unvested awards became fully vested. Subsequent to the ETP Merger, there have been additional grants issued under the LTIP Plan as well as allocated compensation expenses from ETP, which are recognized over the vesting period based on the grant-date fair value. The grant-date fair value is determined based on the market price of our common units on the grant date. We amortize the grant-date fair value of these awards over their vesting period using the straight-line method. Expenses related to unit-based compensation are included in general and administrative expenses.
Income Taxes 
Income Taxes
The Partnership is a publicly traded limited partnership and is not taxable for federal and most state income tax purposes. As a result, our earnings or losses, to the extent not included in a taxable subsidiary, for federal and most state purposes are included in the tax returns of the individual partners. Net earnings for financial statement purposes may differ significantly from taxable income reportable to Unitholders as a result of differences between the tax basis and financial basis of assets and liabilities, differences between the tax accounting and financial accounting treatment of certain items, and due to allocation requirements related to taxable income under our Partnership Agreement.
As a publicly traded limited partnership, we are subject to a statutory requirement that our “qualifying income” (as defined by the Internal Revenue Code, related Treasury Regulations, and IRS pronouncements) exceed 90% of our total gross income, determined on a calendar year basis. If our qualifying income were not to meet this statutory requirement, the Partnership would be taxed as a corporation for federal and state income tax purposes. For the years ended December 31, 2016, 2015, and 2014, our qualifying income met the statutory requirement.
The Partnership conducts certain activities through corporate subsidiaries which are subject to federal, state and local income taxes. These corporate subsidiaries include PropCo, Susser, and Aloha. The Partnership and its corporate subsidiaries account for income taxes under the asset and liability method.
Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized.
The determination of the provision for income taxes requires significant judgment, use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in our financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes through the provision for income taxes.
In November 2015, new federal partnership audit procedures were signed into law which are effective for tax years beginning after December 31, 2017. Under the new procedures, a partnership would be responsible for paying the imputed underpayment of tax resulting from audit adjustments in the adjustment year even though partnerships are “pass through entities”. However, as an alternative to paying the imputed underpayment of tax at the partnership level, a partnership may elect to provide audit adjustment information to the reviewed year partners, whom in turn would be responsible for paying the imputed underpayment of tax in the adjustment year. The Partnership is currently evaluating the impact, if any, this legislation has on our income taxes policies.
Recently Issued Accounting Pronouncements 
Recently Issued Accounting Pronouncements
FASB ASU No. 2014-09. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" (“ASU 2014-09”), which clarifies the principles for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
In August 2015, the FASB deferred the effective date of ASU 2014-09, which is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.  The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catchup transition method).  The Partnership expects to adopt ASU 2014-09 in the first quarter of 2018 and will apply the cumulative catch-up transition method.
We are in the process of evaluating our revenue contracts by segment and fee type to determine the potential impact of adopting the new standards.  At this point in our evaluation process, we have determined that the timing and/or amount of revenue 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 these impacts and cannot say whether or not they would be material to our financial statements. 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.
FASB ASU No. 2016-02. In February 2016, the FASB issued Accounting Standards Update 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. 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 standards.  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 these impacts and cannot say whether or not they would be material to our financial statements. 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.
FASB ASU No. 2016-15. In August 2016, the FASB issued ASU No. 2016-15 “Statement of Cash Flows (Topic 230)” which institutes a number of modifications to presentation and classification of certain cash receipts and cash payments in the statement of cash flows. These modifications include (a) debt prepayment or debt extinguishment costs, (b) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (c) contingent consideration payments made after a business combination, (d) proceeds received from the settlement of insurance claims, (e) proceeds from the settlement of corporate-owned life insurance policies, (f) distributions received from equity method investees, (g) beneficial interest obtained in a securitization of financial assets, (h) separately identifiable cash flows and application of the predominance principle. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated statements of cash flows and related disclosures.
FASB ASU No. 2017-04. In January 2017, the FASB issued ASU No. 2017-04 “Intangibles-Goodwill and other (Topic 350): Simplifying the test for goodwill impairment”. The amendments in this update remove the second step of the two-step test currently required by Topic 350. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We expect that our adoption of this standard will change our approach for testing goodwill for impairment; however, this standard requires prospective application and therefore will only impact periods subsequent to adoption.
Mergers and Acquisitions (Tables)
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the final recording of assets and liabilities at their respective carrying values as of the date presented (in millions): 
 
August 31, 2014
Current assets
$
217

Property and equipment
984

Goodwill
977

Intangible assets
541

Other noncurrent assets
38

Current liabilities
(246
)
Other noncurrent liabilities
(842
)
Net assets
1,669

Net deemed contribution
(702
)
Cash acquired
(64
)
Total cash consideration, net of cash acquired
$
903

The following table summarizes the preliminary recording of assets and liabilities at their respective carrying values as of the date presented (in millions):
 
 
August 31, 2016
Current assets
 
$
26

Property and equipment
 
60

Goodwill
 
78

Intangible assets
 
23

Current liabilities
 
(16
)
Net assets
 
171

Cash acquired
 
—

Total cash consideration, net of cash acquired
 
$
171

The following table summarizes the final allocation of the assets and liabilities as of the date presented (in millions):
 
December 16, 2014
Current assets
$
67

Property and equipment
128

Goodwill
106

Intangible assets
74

Other noncurrent assets
1

Current liabilities
(20
)
Other noncurrent liabilities
(71
)
Total consideration
285

Cash acquired
(31
)
Contingent consideration
(18
)
Total cash consideration, net of cash acquired and contingent consideration
$
236

The following table summarizes the recording of the assets and liabilities at their respective carrying values as of the date presented (in millions):
 
August 31, 2014
Current assets
$
97

Property and equipment
464

Goodwill
119

Intangible assets
91

Other noncurrent assets
48

Current liabilities
(45
)
Other noncurrent liabilities
(187
)
Net assets
587

Net deemed contribution
(21
)
Cash acquired
(61
)
Total cash consideration, net of cash acquired
$
505

The following table summarizes the final recording of assets and liabilities at their respective carrying values as of August 31, 2014 (in millions):
 
 
Sunoco LLC
 
Sunoco Retail
 
Total
Current assets
 
$
1,107

 
$
329

 
$
1,436

Property and equipment
 
384

 
710

 
1,094

Goodwill
 
—

 
1,289

 
1,289

Intangible assets
 
182

 
294

 
476

Other noncurrent assets
 
2

 
—

 
2

Current liabilities
 
(641
)
 
(146
)
 
(787
)
Other noncurrent liabilities
 
(7
)
 
(340
)
 
(347
)
Net assets
 
$
1,027

 
$
2,136

 
$
3,163

Net deemed contribution
 
 
 
 
 
(188
)
Cash acquired
 
 
 
 
 
(24
)
Total cash consideration, net of cash acquired (1)
 
 
 
 
 
$
2,951


________________________________
(1)
Total cash consideration, net of cash acquired, includes $775 million paid on April 1, 2015 and $2.2 billion paid on March 31, 2016.
The following table summarizes the final “push down” accounting allocation to our assets and liabilities as of the date presented (in millions):
 
August 31, 2014
Current assets
$
171

Property and equipment
273

Goodwill
590

Intangible assets
70

Other noncurrent assets
1

Current liabilities
(154
)
Other noncurrent liabilities
(255
)
Net assets
$
696

Accounts Receivable, net (Tables)
Schedule of Accounts Receivable
Accounts receivable, net, consisted of the following:
 
December 31,
2016
 
December 31,
2015
 
(in millions)
Accounts receivable, trade
$
361

 
$
161

Credit card receivables
133

 
98

Vendor receivables for rebates, branding, and other
21

 
15

Other receivables
27

 
38

Allowance for doubtful accounts
(3
)
 
(4
)
Accounts receivable, net
$
539

 
$
308

Inventories, net (Tables)
Schedule of Inventories
Inventories consisted of the following:
 
December 31,
2016
 
December 31,
2015
 
(in millions)
Fuel-retail
$
58

 
$
43

Fuel-wholesale
364

 
283

Fuel-consignment
5

 
4

Merchandise
123

 
116

Equipment and maintenance spare parts
13

 
13

Other
10

 
8

Inventories, net
$
573

 
$
467

Property and Equipment, net (Tables)
Schedule of Property and Equipment
Property and equipment, net consisted of the following:
 
December 31,
2016
 
December 31,
2015
 
(in millions)
Land
$
1,105

 
$
1,032

Buildings and leasehold improvements
1,491

 
1,151

Equipment
1,141

 
1,214

Construction in progress
294

 
97

Total property and equipment
4,031

 
3,494

Less: accumulated depreciation
658

 
339

Property and equipment, net
$
3,373

 
$
3,155

Goodwill and Other Intangible Assets (Tables)
Schedule of Goodwill 
Goodwill balances and activity for the years ended December 31, 2016 and 2015 consisted of the following:
 
Segment
 
 
 
Wholesale
 
Retail
 
Consolidated
 
(in millions)
Balance at December 31, 2014
$
724

 
$
2,420

 
$
3,144

Goodwill adjustment related to ETP "push down" accounting,
net of previously recognized goodwill
—

 
(14
)
 
(14
)
Goodwill adjustment related to Aloha acquisition
(54
)
 
5

 
(49
)
Goodwill related to Alta East acquisition
17

 
—

 
17

Goodwill related to other acquisitions
—

 
13

 
13

Balance at December 31, 2015
687

 
2,424

 
3,111

Goodwill adjustment related to Alta East acquisition
2

 
—

 
2

Goodwill related to Kolkhorst acquisition
—

 
19

 
19

Goodwill related to Valentine acquisition
—

 
42

 
42

Goodwill related to Emerge acquisition
78

 
—

 
78

Goodwill related to Denny acquisition
—

 
1

 
1

Goodwill adjustment related to other acquisitions
—

 
7

 
7

Goodwill impairment
—

 
(642
)
 
(642
)
Balance at December 31, 2016
$
767

 
$
1,851

 
$
2,618

Schedule of Finite-Lived and Indefinite-Lived Intangible Assets 
Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following:
 
December 31, 2016
 
December 31, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Book Value
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Book Value
 
(in millions)
Indefinite-lived
 

 
 

 
 

 
 

 
 

 
 

Tradenames
$
752

 
$
7

 
$
745

 
$
784

 
$
7

 
$
777

Contractual rights
43

 
—

 
43

 
34

 
—

 
34

Liquor licenses
16

 
—

 
16

 
16

 
—

 
16

Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations including supply agreements
631

 
208

 
423

 
551

 
150

 
401

Favorable leasehold arrangements, net
23

 
6

 
17

 
23

 
1

 
22

Loan origination costs
10

 
4

 
6

 
9

 
2

 
7

Other intangibles
7

 
2

 
5

 
4

 
1

 
3

Intangible assets, net
$
1,482

 
$
227

 
$
1,255

 
$
1,421

 
$
161

 
$
1,260

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense 
As of December 31, 2016, the Partnership’s estimate of amortization includable in amortization expense and interest expense for each of the five succeeding fiscal years and thereafter for finite-lived intangibles is as follows (in millions):
 
Amortization
 
Interest
2017
$
65

 
$
2

2018
63

 
2

2019
61

 
2

2020
56

 
—

2021
39

 
—

Thereafter
161

 
—

Total
$
445

 
$
6

Accrued Expenses and Other Current Liabilities (Tables)
Schedule of Accrued Liabilities
Current accrued expenses and other current liabilities consisted of the following:
 
December 31, 2016
 
December 31, 2015
 
(in millions)
Wage and other employee-related accrued expenses
$
42

 
$
26

Franchise agreement termination accrual
2

 
4

Accrued tax expense
154

 
102

Accrued insurance
23

 
33

Reserve for environmental remediation, current
5

 
8

Accrued interest expense
39

 
28

Deposits and other
107

 
107

Total
$
372

 
$
308

Long-Term Debt (Tables)
Schedule of Long-term Debt 
Long-term debt consisted of the following:
 
December 31,
2016
 
December 31,
2015
 
(in millions)
Term Loan
$
1,243

 
$
—

Sale leaseback financing obligation
117

 
122

2014 Revolver
1,000

 
450

6.375% Senior Notes Due 2023
800

 
800

5.500% Senior Notes Due 2020
600

 
600

6.250% Senior Notes Due 2021
800

 
—

Capital lease obligation and notes payable
1

 
4

Total debt
4,561

 
1,976

Less: current maturities
5

 
5

Less: debt issuance costs
47

 
18

Long-term debt, net of current maturities
$
4,509

 
$
1,953

Schedule of Maturities of Long-term Debt 
At December 31, 2016, scheduled future debt principal maturities are as follows (in millions):
2017
$
5

2018
5

2019
2,248

2020
606

2021
806

Thereafter
891

Total
$
4,561

Other Noncurrent Liabilities (Tables)
Other Noncurrent Liabilities 
Other noncurrent liabilities consisted of the following:
 
December 31, 2016
 
December 31, 2015
 
(in millions)
Accrued straight-line rent
$
10

 
$
16

Reserve for underground storage tank removal
53

 
55

Reserve for environmental remediation, long-term
35

 
29

Unfavorable lease liability
30

 
32

Others
36

 
38

Total
$
164

 
$
170

Schedule of Change in Asset Retirement Obligation 
Changes in the carrying amount of asset retirement obligations for the years ended December 31, 2016 and 2015 were as follows:
 
Year Ended December 31
 
2016
 
2015
 
(in millions)
Balance at beginning of year
$
55

 
$
53

Liabilities incurred
5

 
1

Liabilities settled
(2
)
 
(2
)
Accretion expense
4

 
3

Revision of estimated cash flows
(9
)
 
—

Balance at end of year
$
53

 
$
55

Related-Party Transactions (Tables)
Schedule of Related Party Transactions
Related party transactions with affiliates for the years ended December 31, 2016 and 2015, Successor period September 1, 2014 through December 31, 2014, and Predecessor period January 1, 2014 through September 1, 2014 were as follows (in millions): 
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014 through
August 31, 2014
Motor fuel sales to affiliates
$
62

 
$
20

 
$
—

 
 
$
2,200

Bulk fuel purchases from affiliates
$
1,867

 
$
2,449

 
$
52

 
 
$
—

Allocated cost of employees
$
—

 
$
—

 
$
—

 
 
$
9

Transportation charges from Susser
for delivery of motor fuel
$
—

 
$
—

 
$
—

 
 
$
38

Purchase of stores from Susser
$
—

 
$
—

 
$
—

 
 
$
81

Commitments And Contingencies (Tables)
Schedule of Rent Expense 
Net rent expense consisted of the following:
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014
through
August 31, 2014
 
(in millions)
Cash rent:
 

 
 

 
 
 
 
 

Store base rent (1) (2)
$
116

 
$
127

 
$
35

 
 
$
1

Equipment and other rent (3)
21

 
16

 
6

 
 
—

Total cash rent
137

 
143

 
41

 
 
1

Non-cash rent:
 

 
 
 
 
 
 
 
Straight-line rent
3

 
(2
)
 
1

 
 
—

Capital lease offset
—

 
(1
)
 
—

 
 
—

Net rent expense
$
140

 
$
140

 
$
42

 
 
$
1


________________________________________________ 
(1)
Rental income includes sublease rental income totaling $29 million, $26 million and $8 million for the years ended December 31, 2016 and 2015, and the Successor period September 1, 2014 through December 31, 2014, respectively, and was $1 million for the Predecessor period January 1, 2014 through August 31, 2014.
(2)
Store base rent includes contingent rent expense totaling $23 million, $26 million and $10 million for the years ended December 31, 2016 and 2015, and the Successor period September 1, 2014 through December 31, 2014, respectively, and was zero for the Predecessor period January 1, 2014 through August 31, 2014.
(3)
Equipment and other rent consists primarily of store equipment and vehicles.
Schedule of Future Minimum Rental Payments for Operating Leases 
Future minimum lease payments, excluding sale-leaseback financing obligations (see Note 10), for future fiscal years are as follows (in millions):
2017
$
110

2018
99

2019
89

2020
84

2021
73

Thereafter
415

Total
$
870

Rental Income under Operating Leases (Tables)
Schedule of Property Subject to or Available for Operating Lease 
Investment in property under operating leases was as follows:
 
December 31,
2016
 
December 31,
2015
 
(in millions)
Land
$
127

 
$
141

Buildings and improvements
88

 
82

Equipment
55

 
37

Total property and equipment
270

 
260

Less: accumulated depreciation
(45
)
 
(30
)
Property and equipment, net
$
225

 
$
230

Schedule of Minimum Future Rental Income 
Minimum future rental income under non-cancelable operating leases as of December 31, 2016 is as follows (in millions):
2017
$
27

2018
18

2019
11

2020
5

2021
2

Thereafter
2

Total minimum future rentals
$
65

Interest Expense, net (Tables)
Schedule of Interest Expense
Components of net interest expense were as follows:
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014
through
August 31, 2014
 
(in millions)
Interest expense
$
188

 
$
87

 
$
9

 
 
$
5

Amortization of deferred financing fees
11

 
4

 
2

 
 
—

Interest income
(10
)
 
(3
)
 
—

 
 
—

Interest expense, net
$
189

 
$
88

 
$
11

 
 
$
5

Income Tax Expense (Tables)
Schedule of Federal and State Components of Income Tax Expense (Benefit) 
The components of the federal and state income tax expense (benefit) are summarized as follows:
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014
through
August 31, 2014
 
(in millions)
Current:
 

 
 

 
 

 
 
 

Federal
$
(7
)
 
$
12

 
$
51

 
 
$
—

State
7

 
4

 
10

 
 
—

Total current income tax expense
—

 
16

 
61

 
 
—

Deferred:
 

 
 
 
 
 
 
 
Federal
(44
)
 
16

 
22

 
 
—

State
13

 
20

 
(3
)
 
 
—

Total deferred tax expense (benefit)
(31
)
 
36

 
19

 
 
—

Net income tax expense (benefit)
$
(31
)
 
$
52

 
$
80

 
 
$
—

Schedule of Effective Income Tax Rate Reconciliation 
A reconciliation of income tax expense at the U.S. federal statutory rate to net income tax expense is as follows: 
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014
through
August 31, 2014
 
(in millions)
Tax at statutory federal rate
$
(153
)
 
$
86

 
$
10

 
 
$
8

Partnership earnings not subject to tax
(124
)
 
(55
)
 
24

 
 
(8
)
Goodwill impairment
225

 


 


 
 


Revaluation of investments in affiliates
—

 
9

 
45

 
 
—

State and local tax, net of federal benefit
13

 
13

 
4

 
 
—

Other
8

 
(1
)
 
(3
)
 
 
—

Net income tax expense (benefit)
$
(31
)
 
$
52

 
$
80

 
 
$
—

Schedule of Principal Components of Deferred Tax Assets (Liabilities) 
Deferred taxes result from the temporary differences between financial reporting carrying amounts and the tax basis of existing assets and liabilities. Principal components of deferred tax assets and liabilities are as follows:
 
December 31, 2016
 
December 31, 2015
 
(in millions)
Deferred tax assets:
 

 
 

Environmental, asset retirement obligations, and other reserves
$
28

 
$
35

Inventories
12

 
5

Net operating loss carry forwards
92

 
62

Other
61

 
23

Total deferred tax assets
193

 
125

Deferred tax liabilities:
 
 
 
Fixed assets
506

 
442

Trademarks and other intangibles
272

 
292

Investments in affiliates
58

 
85

Total deferred tax liabilities
836

 
819

Net deferred income tax liabilities
$
643

 
$
694

Partners' Capital (Tables)
Schedule of Common Unit Activity 
As of December 31, 2016, $328 million of our common units remained available to be issued under the equity distribution agreement.
Common unit activity for the year ended December 31, 2016 was as follows:
 
Number of Units

Number of common units at December 31, 2015
87,365,706

Common units issued in connection with ETP Dropdown
5,710,922

Common units issued in connection with the PIPE Transaction
2,263,158

Common units issued in connection with the ATM
2,840,399

Phantom unit vesting
861

Number of common units at December 31, 2016
98,181,046

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):
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014
through
August 31, 2014
Attributable to Common Units
 

 
 

 
 

 
 
 

Distributions (a)
$
317

 
$
156

 
$
27

 
 
$
12

Distributions in excess of net income
(809
)
 
(112
)
 
(10
)
 
 
—

Limited partners' interest in net income (loss)
$
(492
)
 
$
44

 
$
17

 
 
$
12

Attributable to Subordinated Units
 

 
 

 
 

 
 
 

Distributions (a)
$
—

 
$
23

 
$
13

 
 
$
11

Distributions in excess of net income
—

 
(12
)
 
(3
)
 
 
—

Limited partners' interest in net income
$
—

 
$
11

 
$
10

 
 
$
11

(a) Distributions declared per unit
to unitholders as of record date
$
3.2938

 
$
2.8851

 
$
1.1457

 
 
$
1.0218

Schedule of Incentive Distribution Rights to Limited Partners 
 
 
 
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 
Cash distributions paid were as follows: 
 
 
Limited Partners
 
 
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
Distribution to IDR Holders
 
 
(in millions, except per unit amounts)
February 21, 2017
 
$
0.8255

 
$
81

 
$
21

November 15, 2016
 
$
0.8255

 
$
79

 
$
20

August 15, 2016
 
$
0.8255

 
$
79

 
$
20

May 16, 2016
 
$
0.8173

 
$
78

 
$
20

February 16, 2016
 
$
0.8013

 
$
70

 
$
17

November 27, 2015
 
$
0.7454

 
$
47

 
$
8

August 28, 2015
 
$
0.6934

 
$
29

 
$
3

May 29, 2015
 
$
0.6450

 
$
23

 
$
1

February 27, 2015
 
$
0.6000

 
$
21

 
$
1

November 28, 2014
 
$
0.5457

 
$
19

 
$
—

August 29, 2014
 
$
0.5197

 
$
11

 
$
—

May 30, 2014
 
$
0.5021

 
$
11

 
$
—

February 28, 2014
 
$
0.4851

 
$
11

 
$
—

Unit-Based Compensation (Tables)
Schedule of Equity Based Compensation Expense 
Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in millions):
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014
through
August 31, 2014
Phantom common units (1)
$
11

 
$
7

 
$
4

 
 
$
1

Allocated expense from Parent (2)
2

 
1

 
1

 
 
4

Total unit-based compensation expense
$
13

 
$
8

 
$
5

 
 
$
5

____________________________________
(1)
Excludes unit-based compensation expense related to units issued to non-employees.
(2)
Reflects expenses allocated to us by Susser prior to the ETP Merger and expenses allocated to us by ETP subsequent to the closing of the ETP Merger.
Schedule of Nonvested Share Activity 
Phantom unit award activity for the years ended December 31, 2016 and 2015 consisted of the following:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2014
241,235

 
$
45.50

Granted
993,134

 
40.63

Forfeited
(87,321
)
 
50.71

Outstanding at December 31, 2015
1,147,048

 
41.19

Granted
966,337

 
26.95

Vested
(1,240
)
 
36.98

Forfeited
(98,511
)
 
39.77

Outstanding at December 31, 2016
2,013,634

 
$
34.43

Segment Reporting (Tables)
Schedule of Segment Reporting Information, by Segment
The following tables present financial information by segment for the years ended December 31, 2016 and 2015, and the Successor period from September 1, 2014 through December 31, 2014.
Segment Financial Data for the Year Ended December 31, 2016
 
Wholesale 
Segment
 
Retail 
Segment
 
Intercompany
Eliminations
 
Totals
 
(in millions)
Revenue
 

 
 

 
 

 
 

Retail motor fuel
$
—

 
$
5,261

 
 

 
$
5,261

Wholesale motor fuel sales to third parties
7,812

 
—

 
 

 
7,812

Wholesale motor fuel sales to affiliates
62

 
—

 
 

 
62

Merchandise
—

 
2,272

 
 

 
2,272

Rental income
76

 
14

 
 

 
90

Other
45

 
156

 
 

 
201

Intersegment sales
3,823

 
133

 
(3,956
)
 
—

Total revenue
11,818

 
7,836

 
(3,956
)
 
15,698

Gross profit
 
 
 
 
 

 
 
Retail motor fuel
—

 
611

 
 

 
611

Wholesale motor fuel
613

 
—

 
 

 
613

Merchandise
—

 
716

 
 

 
716

Rental and other
110

 
169

 
 

 
279

Total gross profit
723

 
1,496

 
 
 
2,219

Total operating expenses
390

 
2,077

 
 

 
2,467

Income (loss) from operations
333

 
(581
)
 
 

 
(248
)
Unallocated interest expense, net
59

 
130

 
 

 
189

Income (loss) before income taxes
274

 
(711
)
 
 

 
(437
)
Income tax expense (benefit)
5

 
(36
)
 
 

 
(31
)
Net income (loss) and comprehensive income (loss)
$
269

 
$
(675
)
 
 

 
$
(406
)
Depreciation, amortization and accretion
94

 
225

 
 

 
319

Interest expense, net
59

 
130

 
 

 
189

Income tax expense (benefit)
5

 
(36
)
 
 

 
(31
)
EBITDA
427

 
(356
)
 
 

 
71

Non-cash compensation expense
6

 
7

 
 

 
13

Loss (gain) on disposal of assets and impairment charges
(3
)
 
683

 
 

 
680

Unrealized gain on commodity derivatives
5

 
—

 
 

 
5

Inventory fair value adjustments
(98
)
 
(6
)
 
 

 
(104
)
Adjusted EBITDA
$
337

 
$
328

 
 

 
$
665

Capital expenditures
$
112

 
$
327

 
 

 
$
439

Total assets
$
3,201

 
$
5,500

 
 

 
$
8,701



Segment Financial Data for the Year Ended December 31, 2015
 
Wholesale
Segment
 
Retail
Segment
 
Intercompany
Eliminations
 
Totals
 
(in millions)
Revenue
 

 
 

 
 

 
 

Retail motor fuel
$
—

 
$
5,891

 
 
 
$
5,891

Wholesale motor fuel sales to third parties
10,104

 
—

 
 
 
10,104

Wholesale motor fuel sales to affiliates
20

 
—

 
 
 
20

Merchandise
—

 
2,178

 
 
 
2,178

Rental income
52

 
29

 
 
 
81

Other
28

 
158

 
 
 
186

Intersegment sales
4,446

 
125

 
(4,571
)
 
—

Total revenue
14,650

 
8,381

 
(4,571
)
 
18,460

Gross profit
 
 
 
 
 
 
 
Retail motor fuel
—

 
635

 
 
 
635

Wholesale motor fuel
407

 
—

 
 
 
407

Merchandise
—

 
680

 
 
 
680

Rental and other
75

 
187

 
 
 
262

Total gross profit
482

 
1,502

 
 
 
1,984

Total operating expenses
331

 
1,319

 
 
 
1,650

Income from operations
151

 
183

 
 
 
334

Unallocated interest expense, net
55

 
33

 
 
 
88

Income before income taxes
96

 
150

 
 
 
246

Income tax expense
4

 
48

 
 
 
52

Net income and comprehensive income
$
92

 
$
102

 
 
 
$
194

Depreciation, amortization and accretion
68

 
210

 
 
 
278

Interest expense, net
55

 
33

 
 
 
88

Income tax expense
4

 
48

 
 
 
52

EBITDA
219

 
393

 
 
 
612

Non-cash compensation expense
4

 
4

 
 
 
8

Loss (gain) on disposal of assets
1

 
(2
)
 
 
 
(1
)
Unrealized gain on commodity derivatives
2

 
—

 
 
 
2

Inventory fair value adjustments
78

 
20

 
 
 
98

Adjusted EBITDA
$
304

 
$
415

 
 
 
$
719

Capital expenditures
$
65

 
$
426

 
 
 
$
491

Total assets
$
2,926

 
$
5,916

 
 
 
$
8,842

Segment Financial Data for the Successor Period from September 1, 2014 through December 31, 2014
 
Wholesale
Segment
 
Retail
Segment
 
Intercompany
Eliminations
 
Totals
 
(in millions)
Revenue
 

 
 

 
 

 
 

Retail motor fuel
$
—

 
$
2,377

 
 
 
$
2,377

Wholesale motor fuel sales to third parties
4,235

 
—

 
 
 
4,235

Wholesale motor fuel sales to affiliates
—

 
—

 
 
 
—

Merchandise
—

 
651

 
 
 
651

Rental income
15

 
10

 
 
 
25

Other
(2
)
 
57

 
 
 
55

Intersegment sales
1,787

 
45

 
(1,832
)
 
—

Total revenue
6,035

 
3,140

 
(1,832
)
 
7,343

Gross profit
 
 
 
 
 
 
 
Retail motor fuel
—

 
271

 
 
 
271

Wholesale motor fuel
31

 
—

 
 
 
31

Merchandise
—

 
196

 
 
 
196

Rental and other
20

 
58

 
 
 
78

Total gross profit
51

 
525

 
 
 
576

Total operating expenses
104

 
434

 
 
 
538

Income (loss) from operations
(53
)
 
91

 
 
 
38

Unallocated interest expense, net
3

 
8

 
 
 
11

Income (loss) before income taxes
(56
)
 
83

 
 
 
27

Income tax expense
68

 
12

 
 
 
80

Net income (loss) and comprehensive income (loss)
$
(124
)
 
$
71

 
 
 
(53
)
Depreciation, amortization and accretion
24

 
62

 
 
 
86

Interest expense, net
3

 
8

 
 
 
11

Income tax expense
68

 
12

 
 
 
80

EBITDA
(29
)
 
153

 
 
 
124

Non-cash compensation expense
1

 
4

 
 
 
5

Gain on disposal of assets
—

 
(1
)
 
 
 
(1
)
Unrealized gain on commodity derivatives
(1
)
 
—

 
 
 
(1
)
Inventory fair value adjustments
177

 
28

 
 
 
205

Adjusted EBITDA
$
148

 
$
184

 
 
 
332

Capital expenditures
$
5

 
$
149

 
 
 
154

Total assets
$
843

 
$
7,930

 
 
 
8,773

Net Income per Unit (Tables)
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:
 
Successor
 
 
Predecessor
 
Twelve Months Ended December 31, 2016
 
Twelve Months Ended December 31, 2015
 
September 1, 2014
through
December 31, 2014
 
 
January 1, 2014
through
August 31, 2014
 
(dollars in millions, except units and per unit amounts)
Net income (loss) and comprehensive income (loss)
$
(406
)
 
$
194

 
$
(53
)
 
 
$
23

Less: Net income and comprehensive income
attributable to noncontrolling interest
—

 
4

 
1

 
 
—

Less: Preacquisition income (loss)
allocated to general partner
—

 
103

 
(88
)
 
 
—

Net income (loss) and comprehensive income (loss)
attributable to partners
(406
)
 
87

 
34

 
 
23

Less:
 
 
 
 
 
 
 
 
Incentive distribution rights
81

 
30

 
1

 
 
—

MACS earnings prior to October 1, 2014
—

 
—

 
6

 
 
—

Distributions on nonvested phantom unit awards
5

 
2

 
—

 
 
—

Limited partners' interest in net income (loss)
$
(492
)
 
$
55

 
27

 
 
$
23

Weighted average limited partner units outstanding:
 

 
 

 
 

 
 
 

Common - basic
93,575,530

 
40,253,913

 
20,572,373

 
 
11,023,617

Common - equivalents
28,305

 
21,738

 
6,382

 
 
25,128

Common - diluted
93,603,835

 
40,275,651

 
20,578,755

 
 
11,048,745

Subordinated - (basic and diluted)
—

 
10,010,333

 
10,939,436

 
 
10,939,436

Net income (loss) per limited partner unit:
 

 
 

 
 

 
 
 

Common - basic and diluted
$
(5.26
)
 
$
1.11

 
$
0.85

 
 
$
1.02

Subordinated - basic and diluted (1)
$
—

 
$
1.40

 
$
0.85

 
 
$
1.02

___________________________
(1)
The subordination period ended on November 30, 2015, at which time outstanding subordinated units were converted to common units. Distributions and the partners' interest in net income were allocated to the subordinated units through November 30, 2015.
Selected Quarterly Results of Operations (Unaudited) (Tables)
Schedule of Quarterly Financial Information
The following table sets forth certain unaudited financial and operating data for each quarter during 2016 and 2015. The unaudited quarterly information includes all normal recurring adjustments that we consider necessary for a fair presentation of the information shown.
 
2016
 
2015
 
4th
QTR
 
3rd
QTR
 
2nd
QTR
 
1st
QTR
 
4th
QTR
 
3rd
QTR
 
2nd
QTR
 
1st
QTR
Motor fuel sales
$
3,668

 
$
3,457

 
$
3,391

 
$
2,619

 
$
3,463

 
$
4,249

 
$
4,499

 
$
3,804

Merchandise sales
566

 
605

 
577

 
524

 
545

 
589

 
561

 
483

Rental and other income
72

 
76

 
84

 
59

 
69

 
69

 
66

 
63

Total revenues
$
4,306

 
$
4,138

 
$
4,052

 
$
3,202

 
$
4,077

 
$
4,907

 
$
5,126

 
$
4,350

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel gross profit
$
323

 
$
317

 
$
310

 
$
274

 
$
228

 
$
272

 
$
302

 
$
240

Merchandise gross profit
169

 
192

 
188

 
167

 
170

 
185

 
177

 
148

Other gross profit
70

 
68

 
83

 
58

 
67

 
68

 
66

 
61

Total gross profit
$
562

 
$
577

 
$
581

 
$
499

 
$
465

 
$
525

 
$
545

 
$
449

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
$
(568
)
 
$
104

 
$
124

 
$
92

 
$
51

 
$
94

 
$
124

 
$
65

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss ) and comprehensive income (loss)
$
(585
)
 
$
45

 
$
72

 
$
62

 
$
16

 
$
35

 
$
94

 
$
49

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to partners
$
(585
)
 
$
45

 
$
72

 
$
62

 
$
7

 
$
28

 
$
35

 
$
17

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) per limited
partner unit:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Common (basic and diluted)
$
(6.32
)
 
$
0.24

 
$
0.53

 
$
0.47

 
$
(0.13
)
 
$
0.30

 
$
0.87

 
$
0.44

Subordinated (basic and diluted)
$
—

 
$
—

 
$
—

 
$
—

 
$
0.10

 
$
0.52

 
$
0.87

 
$
0.44



Organization and Principles of Consolidation - Additional Information (Details)
0 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended
Aug. 21, 2015
Jul. 1, 2015
Aug. 29, 2014
Sep. 25, 2012
Dec. 31, 2016
segment
Oct. 1, 2014
Mid Atlantic Convenience Stores Limited Liability Company [Member]
Jul. 31, 2015
Susser [Member]
Jul. 31, 2015
Susser [Member]
Apr. 1, 2015
Sunoco LLC [Member]
Mar. 31, 2016
Sunoco LLC [Member]
Apr. 1, 2015
Sunoco LLC [Member]
Mar. 31, 2016
Sunoco Retail LLC [Member]
Jan. 1, 2016
Sunoco Retail LLC [Member]
Dec. 31, 2016
Minimum [Member]
Sunoco LLC [Member]
state
Dec. 31, 2016
Motor Fuels [Member]
Minimum [Member]
state
Dec. 31, 2016
Convenience and Retail Stores [Member]
Minimum [Member]
state
Organization Consolidation And Presentation Of Financial Statements [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Units sold in public offering (in shares)
 
 
 
10,925,000 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of non economic general partner interest and incentive distribution rights
 
 
100.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of states in which entity operates
 
 
 
 
 
 
 
 
 
 
 
 
 
26 
30 
20 
Percentage of membership interest acquired
 
 
 
 
 
 
 
100.00% 
 
49.90% 
50.10% 
100.00% 
100.00% 
 
 
 
Percentage of membership interest acquired
100.00% 
100.00% 
 
 
 
100.00% 
100.00% 
 
31.58% 
 
 
 
 
 
 
 
Noncontrolling interest, ownership percentage
 
 
 
 
 
 
 
 
 
68.42% 
 
 
 
 
 
 
Number of operating segments
 
 
 
 
2 
 
 
 
 
 
 
 
 
 
 
 
Summary of Significant Accounting Policies - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 4 Months Ended 8 Months Ended 12 Months Ended
Dec. 31, 2016
segment
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2014
Successor [Member]
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2016
Minimum [Member]
Dec. 31, 2016
Minimum [Member]
Supply Agreements [Member]
Dec. 31, 2016
Maximum [Member]
Dec. 31, 2016
Maximum [Member]
Supply Agreements [Member]
Dec. 31, 2016
Building [Member]
Dec. 31, 2016
Equipment [Member]
Minimum [Member]
Dec. 31, 2016
Equipment [Member]
Maximum [Member]
Dec. 31, 2016
Underground Storage Tanks [Member]
Dec. 31, 2016
Land Improvements [Member]
Dec. 31, 2016
Vehicles [Member]
Property, Plant and Equipment [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of operating segments
2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advertising costs
$ 41 
$ 46 
 
$ 13 
$ 5 
 
 
 
 
 
 
 
 
 
 
PP&E, useful life
 
 
 
 
 
 
 
 
 
40 years 
3 years 
15 years 
30 years 
20 years 
 
Assets held for sale
83 
1 
 
 
 
 
 
 
 
 
 
 
 
 
 
Intangible asset, useful life
 
 
 
 
 
5 years 
 
20 years 
 
 
 
 
 
 
 
Excise and sales taxes
$ 1,200 
$ 1,100 
 
$ 359 
$ 10 
 
 
 
 
 
 
 
 
 
 
Intangible assets, weighted average useful life
 
 
 
 
 
 
5 years 
 
15 years 
 
 
 
 
 
 
Lease term
 
 
 
 
 
5 years 
 
15 years 
 
 
 
 
 
 
5 years 
Percentage of qualifying income
90.00% 
90.00% 
90.00% 
 
 
 
 
 
 
 
 
 
 
 
 
Mergers and Acquisitions - Schedules (Details) (USD $)
In Millions, unless otherwise specified
0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Aug. 31, 2014
ETP Merger [Member]
Aug. 31, 2014
MACS Acquisition [Domain]
Aug. 31, 2014
MACS Acquisition [Domain]
Dec. 16, 2014
Aloha Acquisition [Member]
Dec. 16, 2014
Aloha Acquisition [Member]
Aug. 31, 2014
Sunoco LLC and Sunoco Retail [Member]
Aug. 31, 2014
Sunoco LLC and Sunoco Retail [Member]
Aug. 31, 2014
Sunoco LLC [Member]
Aug. 31, 2014
Sunoco Retail LLC [Member]
Aug. 31, 2014
Susser [Member]
Aug. 31, 2014
Susser [Member]
Aug. 31, 2016
Emerge Energy Services L P [Member]
Aug. 31, 2016
Emerge Energy Services L P [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
$ 171 
 
$ 97 
 
$ 67 
 
$ 1,436 
$ 1,107 
$ 329 
 
$ 217 
 
$ 26 
Property and equipment
 
 
 
273 
 
464 
 
128 
 
1,094 
384 
710 
 
984 
 
60 
Goodwill
2,618 
3,111 
3,144 
590 
 
119 
 
106 
 
1,289 
0 
1,289 
 
977 
 
78 
Intangible assets
 
 
 
70 
 
91 
 
74 
 
476 
182 
294 
 
541 
 
23 
Other noncurrent assets
 
 
 
1 
 
48 
 
1 
 
2 
2 
0 
 
38 
 
 
Current liabilities
 
 
 
(154)
 
(45)
 
(20)
 
(787)
(641)
(146)
 
(246)
 
(16)
Other noncurrent liabilities
 
 
 
(255)
 
(187)
 
(71)
 
(347)
(7)
(340)
 
(842)
 
 
Net assets
 
 
 
696 
 
587 
 
285 
 
3,163 
1,027 
2,136 
 
1,669 
 
171 
Net deemed contribution
 
 
 
 
 
(21)
 
 
 
(188)
 
 
 
(702)
 
 
Cash acquired
 
 
 
 
(61)
 
(31)
 
(24)
 
 
 
(64)
 
0 
 
Contingent consideration
 
 
 
 
 
 
 
(18)
 
 
 
 
 
 
 
 
Total cash consideration, net of cash acquired
 
 
 
 
$ 505 
 
$ 236 
 
$ 2,951 
 
 
 
$ 903 
 
$ 171 
 
Mergers and Acquisitions - MACS Acquisition and Aloha Acquisition, Narrative (Details) (USD $)
12 Months Ended 0 Months Ended 4 Months Ended 0 Months Ended
Dec. 31, 2014
Oct. 1, 2014
MACS [Member]
Dec. 31, 2014
MACS [Member]
Oct. 1, 2014
MACS [Member]
Dec. 16, 2014
Aloha Acquisition [Member]
Dec. 31, 2014
Aloha Acquisition [Member]
Dec. 16, 2014
Aloha Acquisition [Member]
fuel_storage_terminal
Oct. 1, 2014
Convenience and Retail Stores [Member]
MACS [Member]
store
Oct. 1, 2014
Consignment Sites [Member]
MACS [Member]
site
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
Percentage of membership interest acquired
 
 
 
100.00% 
 
 
100.00% 
 
 
Number of fuel storage terminals
 
 
 
 
 
 
6 
 
 
Consideration transferred
 
$ 768,000,000 
 
 
 
 
 
 
 
Equity units issued (in shares)
 
3,983,540 
 
 
 
 
 
 
 
Payments to acquire business
 
566,000,000 
 
 
267,000,000 
 
 
 
 
Earn-out amount
 
 
 
 
 
 
18,000,000 
 
 
Transaction costs and other expenses
 
 
 
 
 
 
3,000,000 
 
 
Number of stores
 
 
 
 
 
 
 
100 
200 
Pro forma revenues
26,300,000,000 
 
509,000,000 
 
 
25,000,000 
 
 
 
Pro forma net income (loss)
88,000,000 
 
32,000,000 
 
 
1,000,000 
 
 
 
Contingency consideration liability
 
 
 
 
 
 
15,000,000 
 
 
Goodwill, purchase adjustments
 
 
 
 
49,000,000 
 
 
 
 
Escrowed cash
 
 
 
 
$ 14,000,000 
 
 
 
 
Mergers and Acquisitions - Sunoco LLC and Sunoco Retail LLC Acquisitions (Narrative) (Details) (USD $)
0 Months Ended 12 Months Ended 0 Months Ended 3 Months Ended 4 Months Ended 0 Months Ended 0 Months Ended 12 Months Ended
Aug. 21, 2015
Jul. 1, 2015
Dec. 31, 2014
Apr. 1, 2015
Sunoco LLC [Member]
Mar. 31, 2015
Sunoco LLC [Member]
Dec. 31, 2014
Sunoco LLC [Member]
Mar. 31, 2016
Sunoco LLC [Member]
Apr. 1, 2015
Sunoco LLC [Member]
Mar. 31, 2016
Sunoco LLC [Member]
Common Units [Member]
Apr. 1, 2015
Sunoco Limited Liability Company And Sunoco Retail Limited Liability Company [Member]
Mar. 31, 2016
Sunoco Retail LLC [Member]
Jan. 1, 2016
Sunoco Retail LLC [Member]
Mar. 31, 2016
E T P Dropdown [Member]
Jan. 1, 2016
E T P Dropdown [Member]
Jan. 1, 2016
Sunmarks Limited Liability Company [Member]
Dec. 31, 2015
Sunoco Retail LLC [Member]
Dec. 31, 2016
6.375% Senior Notes Due 2023 [Member]
Senior Notes [Member]
Apr. 1, 2015
6.375% Senior Notes Due 2023 [Member]
Senior Notes [Member]
Apr. 1, 2015
6.375% Senior Notes Due 2023 [Member]
Senior Notes [Member]
Sunoco Limited Liability Company And Sunoco Retail Limited Liability Company [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of membership interest acquired
100.00% 
100.00% 
 
31.58% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of membership interest acquired
 
 
 
 
 
 
49.90% 
50.10% 
 
 
100.00% 
100.00% 
 
68.42% 
100.00% 
 
 
 
 
Consideration transferred
 
 
 
$ 775,000,000 
 
 
 
 
 
$ 775,000,000 
 
 
 
 
 
 
 
 
 
Equity units issued (in shares)
 
 
 
795,482 
 
 
 
 
5,710,922 
 
 
 
 
 
 
 
 
 
 
Stated interest rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6.375% 
6.375% 
6.375% 
Payments to acquire business
 
 
 
 
 
 
 
 
 
 
 
 
2,200,000,000 
 
 
 
 
 
 
Pro forma revenues
 
 
26,300,000,000 
 
2,400,000,000 
5,500,000,000 
 
 
 
 
 
 
 
 
 
1,500,000,000 
 
 
 
Pro forma net income (loss)
 
 
$ 88,000,000 
 
$ 25,000,000 
$ 73,000,000 
 
 
 
 
 
 
 
 
 
$ 11,000,000 
 
 
 
Mergers and Acquisitions - Susser Acquisition (Narrative) (Details) (USD $)
12 Months Ended 0 Months Ended 4 Months Ended 7 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Dec. 31, 2014
Jul. 31, 2015
Susser [Member]
Dec. 31, 2014
Susser [Member]
Jul. 31, 2015
Susser [Member]
Aug. 19, 2015
Class B Units [Member]
Susser [Member]
Jul. 31, 2015
Class B Units [Member]
Susser [Member]
Jul. 31, 2015
Common Units [Member]
Mar. 31, 2016
Common Units [Member]
Jul. 31, 2015
Common Units [Member]
Susser [Member]
Jul. 30, 2015
Common Units [Member]
Susser [Member]
Jul. 31, 2015
Common Units [Member]
Class A Units [Member]
Jul. 31, 2015
Common Units [Member]
Class A Units [Member]
Susser [Member]
Jul. 31, 2015
Subordinated Units-Affiliated [Member]
Jul. 31, 2015
Subordinated Units-Affiliated [Member]
Susser [Member]
Jul. 30, 2015
Subordinated Units-Affiliated [Member]
Susser [Member]
Jul. 31, 2015
Subordinated Units-Affiliated [Member]
Class A Units [Member]
Jul. 31, 2015
Subordinated Units-Affiliated [Member]
Class A Units [Member]
Susser [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of membership interest acquired
 
 
 
100.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments to acquire business
 
$ 967,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity units issued (in shares)
 
 
 
 
 
21,978,980 
 
5,710,922 
 
 
 
 
 
 
 
 
 
Conversion ratio
 
 
 
 
1 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' capital account, converted units (in shares)
 
 
 
 
 
 
79,308 
 
79,308 
 
79,308 
 
10,939,436 
10,939,436 
 
10,939,436 
 
Partners' capital account, units issued upon acquisition (in shares)
 
 
 
 
 
 
 
 
 
 
 
79,308 
 
 
 
 
10,939,436 
Limited partner interest, units issued (in shares)
 
 
 
 
 
 
 
 
 
79,308 
 
 
 
 
10,939,436 
 
 
Pro forma revenues
26,300,000,000 
 
742,000,000 
2,600,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro forma net income (loss)
$ 88,000,000 
 
$ (15,000,000)
$ 18,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mergers and Acquisitions - Emerge Fuels Business Acquisition (Narrative) (Details) (Emerge Energy Services L P [Member], USD $)
In Millions, unless otherwise specified
0 Months Ended
Aug. 31, 2016
Aug. 31, 2016
Boe
plant
Emerge Energy Services L P [Member]
 
 
Business Acquisition [Line Items]
 
 
Consideration transferred
$ 171 
 
Number of transmix processing plants
 
2 
Barrels per day able to be processed by transmix plants (over)
 
10,000 
Barrels of storage capacity of transmix plants (over)
 
800,000 
Mergers and Acquisitions - Other Acquisitions (Narrative) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Dec. 31, 2014
Oct. 12, 2016
Denny Oil Company [Member]
location
property
Dec. 31, 2016
Denny Oil Company [Member]
Jun. 22, 2016
Kolkhorst Petroleum Inc [Member]
property
Dec. 31, 2016
Kolkhorst Petroleum Inc [Member]
Jun. 22, 2016
Valentine Stores Inc [Member]
property
store
tract
Dec. 31, 2016
Valentine Stores Inc [Member]
Jun. 22, 2016
Valentine Stores Inc [Member]
tract
Dec. 16, 2015
Alta East, Inc [Member]
property
Dec. 31, 2014
Alta East, Inc [Member]
Dec. 16, 2015
Alta East, Inc [Member]
property
Dec. 31, 2015
Other Acquisition [Member]
Dec. 31, 2014
Other Acquisition [Member]
Jun. 22, 2016
TEXAS
Kolkhorst Petroleum Inc [Member]
Jun. 22, 2016
TEXAS
Kolkhorst Petroleum Inc [Member]
store
Jun. 22, 2016
NEW YORK
Valentine Stores Inc [Member]
Jun. 22, 2016
NEW YORK
Valentine Stores Inc [Member]
store
Jun. 22, 2016
Tim Hortons Restaurant [Member]
Valentine Stores Inc [Member]
property
restaurant
Jun. 22, 2016
Tim Hortons Restaurant [Member]
Valentine Stores Inc [Member]
restaurant
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consideration transferred
 
$ 55 
 
 
 
 
 
 
$ 57 
 
 
$ 66 
 
$ 39 
 
$ 78 
 
 
 
Number of company-operated locations
 
6 
 
 
 
18 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of restaurants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1 
Number of dealer-operated locations
 
6 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in goodwill
 
1 
1 
19 
19 
42 
42 
 
19 
17 
 
13 
13 
 
 
 
 
 
 
Number of stores
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14 
 
18 
 
 
Number of fee properties
 
13 
 
5 
 
19 
 
 
24 
 
 
 
 
 
 
 
 
 
 
Number of leased properties
 
 
 
9 
 
 
 
 
6 
 
 
 
 
 
 
 
 
1 
 
Number of fee and leased property non operating surplus
 
 
 
 
 
 
 
 
 
 
2 
 
 
 
 
 
 
 
 
Number of tracts of land
 
 
 
 
 
 
 
3 
 
 
 
 
 
 
 
 
 
 
 
Pro forma revenues
26,300 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro forma net income (loss)
$ 88 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Variable Interest Entities - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2015
site
Dec. 23, 2015
Equity Method Investments and Joint Ventures [Abstract]
 
 
Number of Sites from Variable Interest Entities
37 
 
Number of leases from variable interest entities
33 
 
Total Debt Assumption Rights of Variable Interest Entities
 
$ 44 
Purchase of Assets From Variable Interest Entities
 
$ 54 
Accounts Receivable, net (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Allowance for doubtful accounts
$ (3)
$ (4)
Accounts receivable, net
539 
308 
Trade Accounts Receivable [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
361 
161 
Credit Card Receivable [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
133 
98 
Vendor receivables for rebates, branding and other [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
21 
15 
Other Receivables [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
$ 27 
$ 38 
Inventories - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Inventory Disclosure [Abstract]
 
Inventory write-down
$ 98 
Inventories (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Inventory Disclosure [Abstract]
 
 
Fuel-retail
$ 58 
$ 43 
Fuel-other wholesale
364 
283 
Fuel-consignment
5 
4 
Merchandise
123 
116 
Equipment and maintenance spare parts
13 
13 
Other
10 
8 
Inventories, net
$ 573 
$ 467 
Property and Equipment, net (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
$ 4,031 
$ 3,494 
Less: accumulated depreciation
658 
339 
Property and equipment, net
3,373 
3,155 
Land [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
1,105 
1,032 
Buildings and leasehold improvements [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
1,491 
1,151 
Equipment [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
1,141 
1,214 
Construction in progress [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
$ 294 
$ 97 
Property and Equipment, net - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 4 Months Ended 8 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Successor [Member]
Aug. 31, 2014
Predecessor [Member]
Property, Plant and Equipment [Line Items]
 
 
 
 
Depreciation
$ 248 
$ 225 
$ 68 
$ 7 
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets (Goodwill Rollforward) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2016
Dec. 31, 2016
Dec. 31, 2014
Dec. 31, 2016
Wholesale Segment [Member]
Dec. 31, 2014
Wholesale Segment [Member]
Dec. 31, 2016
Retail Segment [Member]
Dec. 31, 2014
Retail Segment [Member]
Dec. 31, 2014
ETP Merger [Member]
Dec. 31, 2014
ETP Merger [Member]
Wholesale Segment [Member]
Dec. 31, 2014
ETP Merger [Member]
Retail Segment [Member]
Dec. 31, 2014
Aloha Petroleum Ltd [Member]
Dec. 31, 2014
Aloha Petroleum Ltd [Member]
Wholesale Segment [Member]
Dec. 31, 2014
Aloha Petroleum Ltd [Member]
Retail Segment [Member]
Dec. 16, 2015
Alta East, Inc [Member]
Dec. 31, 2016
Alta East, Inc [Member]
Dec. 31, 2014
Alta East, Inc [Member]
Dec. 31, 2016
Alta East, Inc [Member]
Wholesale Segment [Member]
Dec. 31, 2014
Alta East, Inc [Member]
Wholesale Segment [Member]
Dec. 31, 2016
Alta East, Inc [Member]
Retail Segment [Member]
Dec. 31, 2014
Alta East, Inc [Member]
Retail Segment [Member]
Jun. 22, 2016
Kolkhorst Petroleum Inc [Member]
Dec. 31, 2016
Kolkhorst Petroleum Inc [Member]
Dec. 31, 2016
Kolkhorst Petroleum Inc [Member]
Wholesale Segment [Member]
Dec. 31, 2016
Kolkhorst Petroleum Inc [Member]
Retail Segment [Member]
Jun. 22, 2016
Valentine Stores Inc [Member]
Dec. 31, 2016
Valentine Stores Inc [Member]
Dec. 31, 2016
Valentine Stores Inc [Member]
Wholesale Segment [Member]
Dec. 31, 2016
Valentine Stores Inc [Member]
Retail Segment [Member]
Dec. 31, 2016
Emerge Energy Services L P [Member]
Aug. 31, 2016
Emerge Energy Services L P [Member]
Dec. 31, 2016
Emerge Energy Services L P [Member]
Wholesale Segment [Member]
Dec. 31, 2016
Emerge Energy Services L P [Member]
Retail Segment [Member]
Oct. 12, 2016
Denny Oil Company [Member]
Dec. 31, 2016
Denny Oil Company [Member]
Dec. 31, 2016
Denny Oil Company [Member]
Wholesale Segment [Member]
Dec. 31, 2016
Denny Oil Company [Member]
Retail Segment [Member]
Dec. 31, 2016
Other Acquisition [Member]
Dec. 31, 2015
Other Acquisition [Member]
Dec. 31, 2014
Other Acquisition [Member]
Dec. 31, 2016
Other Acquisition [Member]
Wholesale Segment [Member]
Dec. 31, 2014
Other Acquisition [Member]
Wholesale Segment [Member]
Dec. 31, 2016
Other Acquisition [Member]
Retail Segment [Member]
Dec. 31, 2014
Other Acquisition [Member]
Retail Segment [Member]
Goodwill [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
 
$ 3,111 
$ 3,144 
$ 687 
$ 724 
$ 2,424 
$ 2,420 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 78 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill related to acquisition
 
 
 
 
 
 
 
 
 
 
 
 
 
19 
 
17 
 
17 
 
0 
19 
19 
0 
19 
42 
42 
0 
42 
78 
 
78 
0 
1 
1 
0 
1 
 
13 
13 
 
0 
 
13 
Goodwil adjustments related to acquisition
 
 
 
 
 
 
 
(14)
0 
(14)
(49)
(54)
5 
 
2 
 
2 
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7 
 
 
0 
 
7 
 
Impairment in goodwill
(642)
(642)
 
0 
 
(642)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
$ 2,618 
$ 2,618 
$ 3,144 
$ 767 
$ 724 
$ 1,851 
$ 2,420 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 78 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill and Other Intangible Assets (Narrative) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended 4 Months Ended 8 Months Ended 12 Months Ended
Dec. 31, 2016
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Successor [Member]
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2016
Customer Relations And Supply Agreements [Member]
Dec. 31, 2016
Favorable leasehold arrangements, net [Member]
Dec. 31, 2016
Other Intangible Assets [Member]
Dec. 31, 2016
Deferred Loan Origination Costs
Goodwill [Line Items]
 
 
 
 
 
 
 
 
 
Impairment in goodwill
$ 642 
$ 642 
 
 
 
 
 
 
 
Impairment of intangible assets
32 
 
 
 
 
 
 
 
 
Amortization of intangible assets
 
$ 67 
$ 50 
$ 18 
$ 3 
 
 
 
 
Remaining amortization period
 
 
 
 
 
9 years 
11 years 
11 years 
3 years 
Goodwill and Other Intangible Assets (Intangible Assets) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Gross Carrying Amount
$ 1,482 
$ 1,421 
Accumulated Amortization
227 
161 
Net Book Value
445 
 
Intangible assets, net
1,255 
1,260 
Customer Relations And Supply Agreements [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Gross Carrying Amount
631 
551 
Accumulated Amortization
208 
150 
Net Book Value
423 
401 
Favorable leasehold arrangements, net [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Gross Carrying Amount
23 
23 
Accumulated Amortization
6 
1 
Net Book Value
17 
22 
Deferred Loan Origination Costs
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Gross Carrying Amount
10 
9 
Accumulated Amortization
4 
2 
Net Book Value
6 
7 
Other Intangible Assets [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Gross Carrying Amount
7 
4 
Accumulated Amortization
2 
1 
Net Book Value
5 
3 
Trade Names [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Gross Carrying Amount
752 
784 
Accumulated Amortization
7 
7 
Net Book Value
745 
777 
Contractual Rights [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Gross Carrying Amount
43 
34 
Accumulated Amortization
0 
0 
Net Book Value
43 
34 
Liquor Licenses [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Gross Carrying Amount
16 
16 
Accumulated Amortization
0 
0 
Net Book Value
$ 16 
$ 16 
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets (Intangible Amortization) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
 
Amortization, 2017
$ 65 
Amortization, 2018
63 
Amortization, 2019
61 
Amortization, 2020
56 
Amortization, 2021
39 
Amortization, thereafter
161 
Net Book Value
445 
Interest, 2017
2 
Interest, 2018
2 
Interest, 2019
2 
Interest, 2020
0 
Interest, 2021
0 
Interest, thereafter
0 
Total
$ 6 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Accrued Expenses And Other Current Liabilities [Abstract]
 
 
Wage and other employee-related accrued expenses
$ 42 
$ 26 
Franchise agreement termination accrual
2 
4 
Accrued tax expense
154 
102 
Accrued Insurance
23 
33 
Reserve for environmental remediation, current
5 
8 
Accrued interest expense
39 
28 
Deposits and other
107 
107 
Total
$ 372 
$ 308 
Long-Term Debt (Details) (USD $)
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2016
Term Loan [Member]
Mar. 31, 2016
Term Loan [Member]
Dec. 31, 2015
Term Loan [Member]
Dec. 31, 2016
Senior Notes [Member]
6.375% Senior Notes Due 2023 [Member]
Dec. 31, 2015
Senior Notes [Member]
6.375% Senior Notes Due 2023 [Member]
Apr. 1, 2015
Senior Notes [Member]
6.375% Senior Notes Due 2023 [Member]
Dec. 31, 2016
Senior Notes [Member]
5.500% Senior Notes Due 2020 [Member]
Dec. 31, 2015
Senior Notes [Member]
5.500% Senior Notes Due 2020 [Member]
Jul. 20, 2015
Senior Notes [Member]
5.500% Senior Notes Due 2020 [Member]
Dec. 31, 2016
Senior Notes [Member]
6.250% Senior Notes Due 2021 [Member]
Apr. 7, 2016
Senior Notes [Member]
6.250% Senior Notes Due 2021 [Member]
Dec. 31, 2015
Senior Notes [Member]
6.250% Senior Notes Due 2021 [Member]
Dec. 31, 2016
Revolving Credit Facility [Member]
Dec. 31, 2015
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Term Loan
 
 
$ 1,243,000,000 
$ 2,035,000,000.000 
$ 0 
 
 
$ 800,000,000.0 
 
 
$ 600,000,000.0 
 
$ 800,000,000 
 
 
 
Sale leaseback financing obligation
117,000,000 
122,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2014 Revolver
1,000,000,000 
450,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
1,000,000,000 
450,000,000 
Senior notes
 
 
 
 
 
800,000,000 
800,000,000 
 
600,000,000 
600,000,000 
 
800,000,000 
 
0 
 
 
Capital lease obligation and notes payable
1,000,000 
4,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total debt
4,561,000,000 
1,976,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less: current maturities
5,000,000 
5,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less: debt issuance costs
47,000,000 
18,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt, net of current maturities
$ 4,509,000,000 
$ 1,953,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stated interest rate
 
 
 
 
 
6.375% 
 
6.375% 
5.50% 
 
5.50% 
6.25% 
6.25% 
 
 
 
Long-Term Debt (Maturities) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Debt Disclosure [Abstract]
 
 
2017
$ 5 
 
2018
5 
 
2019
2,248 
 
2020
606 
 
2021
806 
 
Thereafter
891 
 
Total debt
$ 4,561 
$ 1,976 
Long-Term Debt Long-Term Debt (Term Loan) (Details) (Term Loan [Member], USD $)
0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended
Dec. 31, 2016
Mar. 31, 2016
Dec. 31, 2015
Mar. 31, 2019
Scenario, Forecast [Member]
Dec. 31, 2018
Scenario, Forecast [Member]
Sep. 30, 2018
Scenario, Forecast [Member]
Jun. 30, 2018
Scenario, Forecast [Member]
Mar. 31, 2018
Scenario, Forecast [Member]
Dec. 31, 2017
Scenario, Forecast [Member]
Mar. 31, 2016
London Interbank Offered Rate (LIBOR) [Member]
Minimum [Member]
Sep. 30, 2016
London Interbank Offered Rate (LIBOR) [Member]
Minimum [Member]
Mar. 31, 2016
London Interbank Offered Rate (LIBOR) [Member]
Maximum [Member]
Sep. 30, 2016
London Interbank Offered Rate (LIBOR) [Member]
Maximum [Member]
Mar. 31, 2016
Base Rate [Member]
Minimum [Member]
Sep. 30, 2016
Base Rate [Member]
Minimum [Member]
Mar. 31, 2016
Base Rate [Member]
Maximum [Member]
Sep. 30, 2016
Base Rate [Member]
Maximum [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt face amount
$ 1,243,000,000 
$ 2,035,000,000.000 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
 
 
 
 
 
 
 
1.50% 
2.75% 
3.00% 
3.00% 
0.50% 
1.75% 
2.00% 
2.00% 
Leverage ratio (not more than)
 
 
 
5.5 
5.75 
6.0 
6.25 
6.5 
6.75 
 
 
 
 
 
 
 
 
Leverage ratio, certain acquisitions (not more than)
 
6.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leverage ratio, certain acquisitions threshold (in excess of)
 
$ 50,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-Term Debt Long Term Debt (Senior Notes) (Details) (Senior Notes [Member], USD $)
0 Months Ended 0 Months Ended 0 Months Ended
Apr. 7, 2016
6.250% Senior Notes Due 2021 [Member]
Dec. 31, 2016
6.250% Senior Notes Due 2021 [Member]
Apr. 7, 2016
6.250% Senior Notes Due 2021 [Member]
Jul. 20, 2015
5.500% Senior Notes Due 2020 [Member]
Dec. 31, 2016
5.500% Senior Notes Due 2020 [Member]
Jul. 20, 2015
5.500% Senior Notes Due 2020 [Member]
Apr. 1, 2015
6.375% Senior Notes Due 2023 [Member]
Dec. 31, 2016
6.375% Senior Notes Due 2023 [Member]
Apr. 1, 2015
6.375% Senior Notes Due 2023 [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
Debt face amount
 
 
$ 800,000,000 
 
 
$ 600,000,000.0 
 
 
$ 800,000,000.0 
Stated interest rate
 
6.25% 
6.25% 
 
5.50% 
5.50% 
 
6.375% 
6.375% 
Proceeds from issuance of long-term debt
789,000,000 
 
 
593,000,000 
 
 
787,000,000 
 
 
Liquidated damages in the form of additional interest
 
 
 
$ 300,000 
 
 
$ 2,000,000 
 
 
Long-Term Debt (Revolving Credit Agreement) (Details) (USD $)
0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2016
Revolving Credit Facility [Member]
Dec. 31, 2015
Revolving Credit Facility [Member]
Apr. 10, 2015
Revolving Credit Facility [Member]
Sep. 25, 2014
Revolving Credit Facility [Member]
Sep. 25, 2014
Revolving Credit Facility [Member]
Federal Funds Effective Swap Rate [Member]
Sep. 25, 2014
Revolving Credit Facility [Member]
London Interbank Offered Rate (LIBOR) [Member]
Sep. 25, 2014
Revolving Credit Facility [Member]
Minimum [Member]
Sep. 25, 2014
Revolving Credit Facility [Member]
Minimum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Sep. 30, 2016
Revolving Credit Facility [Member]
Minimum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Sep. 25, 2014
Revolving Credit Facility [Member]
Minimum [Member]
Base Rate [Member]
Sep. 30, 2016
Revolving Credit Facility [Member]
Minimum [Member]
Base Rate [Member]
Sep. 25, 2014
Revolving Credit Facility [Member]
Minimum [Member]
External Credit Rating, Investment Grade [Member]
Sep. 25, 2014
Revolving Credit Facility [Member]
Minimum [Member]
External Credit Rating, Investment Grade [Member]
London Interbank Offered Rate (LIBOR) [Member]
Sep. 25, 2014
Revolving Credit Facility [Member]
Minimum [Member]
External Credit Rating, Investment Grade [Member]
Base Rate [Member]
Sep. 25, 2014
Revolving Credit Facility [Member]
Maximum [Member]
Sep. 25, 2014
Revolving Credit Facility [Member]
Maximum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Sep. 30, 2016
Revolving Credit Facility [Member]
Maximum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Sep. 25, 2014
Revolving Credit Facility [Member]
Maximum [Member]
Base Rate [Member]
Sep. 30, 2016
Revolving Credit Facility [Member]
Maximum [Member]
Base Rate [Member]
Sep. 25, 2014
Revolving Credit Facility [Member]
Maximum [Member]
External Credit Rating, Investment Grade [Member]
Sep. 25, 2014
Revolving Credit Facility [Member]
Maximum [Member]
External Credit Rating, Investment Grade [Member]
London Interbank Offered Rate (LIBOR) [Member]
Mar. 31, 2016
Term Loan [Member]
Mar. 31, 2019
Term Loan [Member]
Scenario, Forecast [Member]
Dec. 31, 2018
Term Loan [Member]
Scenario, Forecast [Member]
Sep. 30, 2018
Term Loan [Member]
Scenario, Forecast [Member]
Jun. 30, 2018
Term Loan [Member]
Scenario, Forecast [Member]
Mar. 31, 2018
Term Loan [Member]
Scenario, Forecast [Member]
Dec. 31, 2017
Term Loan [Member]
Scenario, Forecast [Member]
Mar. 31, 2016
Term Loan [Member]
Minimum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Sep. 30, 2016
Term Loan [Member]
Minimum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Mar. 31, 2016
Term Loan [Member]
Minimum [Member]
Base Rate [Member]
Sep. 30, 2016
Term Loan [Member]
Minimum [Member]
Base Rate [Member]
Mar. 31, 2016
Term Loan [Member]
Maximum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Sep. 30, 2016
Term Loan [Member]
Maximum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Mar. 31, 2016
Term Loan [Member]
Maximum [Member]
Base Rate [Member]
Sep. 30, 2016
Term Loan [Member]
Maximum [Member]
Base Rate [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum borrowing capacity
 
 
 
 
$ 1,500,000,000.0 
$ 1,250,000,000.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional borrowing capacity
 
 
 
 
250,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
 
 
 
 
0.50% 
1.00% 
 
1.50% 
2.75% 
0.50% 
1.75% 
1.125% 
0.125% 
 
 
3.00% 
3.00% 
2.00% 
2.00% 
2.00% 
1.00% 
 
 
 
 
 
 
 
1.50% 
2.75% 
0.50% 
1.75% 
3.00% 
3.00% 
2.00% 
2.00% 
Commitment fee on unused capacity
 
 
 
 
 
 
 
 
0.25% 
 
 
 
 
 
 
0.125% 
0.50% 
 
 
 
 
0.275% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leverage ratio (not more than)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.5 
5.75 
6.0 
6.25 
6.5 
6.75 
 
 
 
 
 
 
 
 
Leverage ratio, certain acquisitions (not more than)
 
 
 
 
6.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leverage ratio, certain acquisitions threshold (in excess of)
 
 
 
 
50,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional collateral for debt
 
 
 
 
 
66.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving line of credit
1,000,000,000 
450,000,000 
1,000,000,000 
450,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Standby letters
 
 
31,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unused borrowing capacity
 
 
$ 469,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-Term Debt (Sale Leaseback Financing Obligation and Fair Value) (Details) (USD $)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Apr. 4, 2013
company
dealer
Debt Disclosure [Abstract]
 
 
 
Number of companies
 
 
2 
Number of dealer operated sites
 
 
50 
Interest rate
5.125% 
 
 
Sale leaseback financing obligation
$ 117,000,000 
$ 122,000,000 
 
Long-term debt, fair value
$ 4,600,000,000 
 
 
Other Noncurrent Liabilities - Other Noncurrent Liabilities (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Other Liabilities Disclosure [Abstract]
 
 
Accrued straight-line rent
$ 10 
$ 16 
Reserve for underground storage tank removal
53 
55 
Reserve for environmental remediation, long-term
35 
29 
Unfavorable lease liability
30 
32 
Others
36 
38 
Other noncurrent liabilities
$ 164 
$ 170 
Other Noncurrent Liabilities - Change in Assets Retirement Obligations (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
 
 
Balance at beginning of year
$ 55 
$ 53 
Liabilities incurred
5 
1 
Liabilities settled
(2)
(2)
Accretion expense
4 
3 
Revision of estimated cash flows
(9)
0 
Balance at end of year
$ 53 
$ 55 
Related-Party Transactions - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
0 Months Ended 12 Months Ended
Sep. 25, 2012
store
Dec. 31, 2016
Dec. 31, 2015
store
Related Party Transaction [Line Items]
 
 
 
Number Of Agreements
 
2 
 
Commercial Agreement Renewal Term
 
12 months 
 
Receivables from affiliates
 
$ 3 
$ 8 
Philadelphia Energy Solutions Refining And Marketing [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Number Of Agreements
 
1 
 
Merrill Lynch Commodities [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Number Of Agreements
 
1 
 
PES [Member] |
Cost of sales [Member] |
Purchases [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Percentage of purchases from related party on total cost of sales
 
14.40% 
 
Susser [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Profit margin
 
0.03 
 
Commercial Agreement Distribution Agreement Term
 
10 years 
 
Commercial Agreement Purchase Option Term
3 years 
 
 
Commercial Agreement Number Of Convenience Stores In Purchase Option
75 
 
 
Commercial Agreement Initial Term
15 years 
 
 
Commercial Agreement Exclusive Distributor Term
10 years 
 
 
Commercial Agreement Number Of Convenience Stores Sale Lease Back Transactions Completed
 
 
75 
Sunoco Retail LLC [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Profit margin
 
0.04 
 
Commercial Agreement Distribution Agreement Term
 
10 years 
 
Affiliated Entity [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Receivables from affiliates
 
3 
8 
Accounts payable to affiliates
 
109 
15 
Affiliated Entity [Member] |
Sunoco LLC [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Receivables from affiliates
 
87 
 
Advances to affiliates
 
 
$ 366 
Commitments and Contingencies (Leases) (Details)
12 Months Ended
Dec. 31, 2016
Operating Leased Assets [Line Items]
 
Term of contract
40 years 
Minimum [Member]
 
Operating Leased Assets [Line Items]
 
Initial lease term
5 years 
Maximum [Member]
 
Operating Leased Assets [Line Items]
 
Initial lease term
15 years 
Commitments and Contingencies (Leases, Schedule of Rent Expense) (Details) (USD $)
In Millions, unless otherwise specified
4 Months Ended 8 Months Ended 12 Months Ended
Dec. 31, 2014
Aug. 31, 2014
Dec. 31, 2016
Dec. 31, 2015
Operating Leased Assets [Line Items]
 
 
 
 
Sublease rentals
$ 8 
$ 1 
$ 29 
$ 26 
Contingent rentals
10 
0 
23 
26 
Successor [Member]
 
 
 
 
Operating Leased Assets [Line Items]
 
 
 
 
Store base rent
35 
 
116 
127 
Equipment rent
6 
 
21 
16 
Total cash rent
41 
 
137 
143 
Straight-line rent
1 
 
3 
(2)
Capital lease offset
0 
 
0 
(1)
Net rent expense
42 
 
140 
140 
Predecessor [Member]
 
 
 
 
Operating Leased Assets [Line Items]
 
 
 
 
Store base rent
 
1 
 
 
Equipment rent
 
0 
 
 
Total cash rent
 
1 
 
 
Straight-line rent
 
0 
 
 
Capital lease offset
 
0 
 
 
Net rent expense
 
$ 1 
 
 
Commitments and Contingencies (Leases, Future Minimum Payments) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
 
2017
$ 110 
2018
99 
2019
89 
2020
84 
2021
73 
Thereafter
415 
Total
$ 870 
Commitments and Contingencies (Environmental Remediation) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Site Contingency [Line Items]
 
 
Environmental remediation insurance per occurrence
$ 10 
 
Accrual for environmental loss contingencies
40 
37 
MACS [Member]
 
 
Site Contingency [Line Items]
 
 
Escrow deposit
1 
 
Emerge Energy Services L P [Member]
 
 
Site Contingency [Line Items]
 
 
Escrow deposit
$ 8 
 
Commitments and Contingencies (Deferred Branding Incentives) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
 
 
Deferred branding incentives possibility of repayment
 
$ 1 
Deferred branding incentives possibility of repayment by branded dealers
 
0.3 
Deferred revenue, noncurrent
$ 1 
$ 2 
Rental Income under Operating Leases (Property Available for Lease) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Land [Member]
 
 
Operating Leased Assets [Line Items]
 
 
Total property and equipment
$ 127 
$ 141 
Building and Building Improvements [Member]
 
 
Operating Leased Assets [Line Items]
 
 
Total property and equipment
88 
82 
Equipment [Member]
 
 
Operating Leased Assets [Line Items]
 
 
Total property and equipment
55 
37 
Property and Equipment, Net [Member]
 
 
Operating Leased Assets [Line Items]
 
 
Total property and equipment
270 
260 
Accumulated depreciation
(45)
(30)
Property and equipment, net
$ 225 
$ 230 
Rental Income under Operating Leases - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
4 Months Ended 12 Months Ended 8 Months Ended 4 Months Ended 12 Months Ended
Dec. 31, 2014
Dec. 31, 2016
Dec. 31, 2015
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2016
Successor [Member]
Dec. 31, 2015
Successor [Member]
Operating Leased Assets [Line Items]
 
 
 
 
 
 
 
Rental income
$ 25 
$ 90 
$ 81 
$ 12 
$ 25 
$ 90 
$ 81 
Rental Income under Operating Leases Rental Income under Operating Leases (Minimum Future Rental Income) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Rental Income Under Operating Leases [Abstract]
 
2017
$ 27 
2018
18 
2019
11 
2020
5 
2021
2 
Thereafter
2 
Total minimum future rentals
$ 65 
Interest Expense And Interest Income (Details) (USD $)
In Millions, unless otherwise specified
4 Months Ended 12 Months Ended 4 Months Ended 12 Months Ended 8 Months Ended
Dec. 31, 2014
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Successor [Member]
Dec. 31, 2016
Successor [Member]
Dec. 31, 2015
Successor [Member]
Aug. 31, 2014
Predecessor [Member]
Interest Expense and Interest Income [Line Items]
 
 
 
 
 
 
 
Cash interest expense
 
 
 
$ 9 
$ 188 
$ 87 
$ 5 
Amortization of loan costs
 
 
 
2 
11 
4 
0 
Cash interest income
 
 
 
0 
(10)
(3)
0 
Interest expense, net
$ 11 
$ 189 
$ 88 
$ 11 
$ 189 
$ 88 
$ 5 
Income Tax Expense (Narrative) (Details) (USD $)
Dec. 31, 2016
Dec. 31, 2015
Income Tax Contingency [Line Items]
 
 
Unrecognized tax benefits
$ 0 
$ 0 
Federal [Member]
 
 
Income Tax Contingency [Line Items]
 
 
Net operating loss carryforwards
 
254,000,000 
State [Member]
 
 
Income Tax Contingency [Line Items]
 
 
Net operating loss carryforwards
 
$ 3,000,000 
Income Tax Expense Income Tax Expense (Components of Tax Expense) (Details) (USD $)
In Millions, unless otherwise specified
4 Months Ended 12 Months Ended 4 Months Ended 12 Months Ended 8 Months Ended
Dec. 31, 2014
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Successor [Member]
Dec. 31, 2016
Successor [Member]
Dec. 31, 2015
Successor [Member]
Aug. 31, 2014
Predecessor [Member]
Income Taxes [Line Items]
 
 
 
 
 
 
 
Federal
 
 
 
$ 51 
$ (7)
$ 12 
$ 0 
State
 
 
 
10 
7 
4 
0 
Total current income tax expense
 
 
 
61 
0 
16 
0 
Federal
 
 
 
22 
(44)
16 
0 
State
 
 
 
(3)
13 
20 
0 
Total deferred tax expense (benefit)
 
 
 
19 
(31)
36 
0 
Net income tax expense (benefit)
$ 80 
$ (31)
$ 52 
$ 80 
$ (31)
$ 52 
$ 0 
Income Tax Expense Income Tax Expense (Effective Income Tax Rate Reconciliation) (Details) (USD $)
In Millions, unless otherwise specified
4 Months Ended 12 Months Ended 4 Months Ended 12 Months Ended 8 Months Ended
Dec. 31, 2014
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Successor [Member]
Dec. 31, 2016
Successor [Member]
Dec. 31, 2015
Successor [Member]
Aug. 31, 2014
Predecessor [Member]
Income Taxes [Line Items]
 
 
 
 
 
 
 
Tax at statutory federal rate
 
 
 
$ 10 
$ (153)
$ 86 
$ 8 
Partnership earnings not subject to tax
 
 
 
24 
(124)
(55)
(8)
Goodwill impairment
 
 
 
   
225 
   
   
Revaluation of investments in affiliates
 
 
 
45 
0 
9 
0 
State and local tax, net of federal benefit
 
 
 
4 
13 
13 
0 
Other
 
 
 
(3)
8 
(1)
0 
Net income tax expense (benefit)
$ 80 
$ (31)
$ 52 
$ 80 
$ (31)
$ 52 
$ 0 
Income Tax Expense Income Tax Expense (Deferred Tax Assets) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Income Tax Disclosure [Abstract]
 
 
Environmental, asset retirement obligations, and other reserves
$ 28 
$ 35 
Inventories
12 
5 
Net operating loss carry forwards
92 
62 
Other
61 
23 
Total deferred tax assets
193 
125 
Fixed assets
506 
442 
Trademarks and other intangibles
272 
292 
Investments in affiliates
58 
85 
Total deferred tax liabilities
836 
819 
Net deferred income tax liabilities
$ 643 
$ 694 
Partners' Capital (Narrative) (Details) (USD $)
0 Months Ended 12 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended
Aug. 21, 2015
Jul. 1, 2015
Dec. 31, 2016
Class A Units [Member]
Dec. 31, 2016
Class C Units [Member]
Dec. 31, 2015
Class C Units [Member]
Jul. 31, 2015
Common Units [Member]
Jul. 21, 2015
Common Units [Member]
Dec. 31, 2016
Common Units [Member]
Mar. 31, 2016
Common Units [Member]
Oct. 4, 2016
Common Units [Member]
Dec. 31, 2015
Common Units [Member]
Jul. 31, 2015
Common Units [Member]
Class A Units [Member]
Jul. 31, 2015
Subordinated Units-Affiliated [Member]
Jul. 31, 2015
Subordinated Units-Affiliated [Member]
Class A Units [Member]
Dec. 31, 2016
Common Units - Public [Member]
Dec. 31, 2015
Common Units - Public [Member]
Dec. 31, 2016
Parent Company [Member]
Dec. 3, 2015
Parent Company [Member]
Common Units [Member]
Nov. 30, 2015
Parent Company [Member]
Common Units [Member]
Nov. 30, 2015
Parent Company [Member]
Subordinated Units-Affiliated [Member]
Jan. 1, 2016
Aloha Petroleum Ltd [Member]
Class C Units [Member]
Jan. 1, 2016
Subsidiaries [Member]
Class C Units [Member]
Jul. 1, 2015
ETP Merger [Member]
Dec. 31, 2016
Common Units Affiliated [Member]
Jan. 1, 2016
Class C Units [Member]
Schedule of Partners' Capital [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' capital account, converted units (in shares)
 
 
 
 
 
79,308 
 
 
 
 
 
79,308 
10,939,436 
10,939,436 
 
 
 
 
10,939,436 
10,939,436 
 
 
 
 
 
Common units issued (in shares)
 
 
 
 
 
 
5,500,000 
 
2,263,158 
 
 
 
 
 
 
 
 
24,052,631 
 
 
 
 
 
 
 
Gross proceeds from issuance of common units in private placement
 
 
 
 
 
 
$ 214,000,000 
$ 71,000,000 
 
 
 
 
 
 
 
 
 
$ 685,000,000 
 
 
 
 
 
 
 
Common units outstanding (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
45,750,826 
 
Percentage of membership interest acquired
100.00% 
100.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
39.90% 
 
 
 
 
 
 
 
 
Units exchange (in shares)
 
 
 
16,410,780 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21,000,000 
 
16,410,780 
Limited partner interest, units outstanding (in shares)
 
 
 
 
 
 
 
98,181,046 
 
 
87,365,706 
 
 
 
52,430,220 
49,588,960 
 
 
 
 
5,242,113 
11,168,667 
 
 
 
Public sale of units, amount authorized
 
 
 
 
 
 
 
 
 
400,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common units issued in connection with the ATM (in shares)
 
 
 
 
 
 
 
2,840,399 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments of commissions
 
 
 
 
 
 
 
1,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remaining available amount to be sold
 
 
 
 
 
 
 
328,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Cash Distribution
 
 
$ 10,000,000 
$ 57,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Class A distributions declared per unit (in dollars per share)
 
 
$ 0.9138 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common unit, issuance value (in dollars per share)
 
 
 
 
$ 38.5856 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Term of trading periods
 
 
 
5 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eligible distribution per unit (in dollars per share)
 
 
 
$ 0.8682 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution made to limited partner other certain allocation percentage
 
 
 
1.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital (Common Unit Activity) (Details) (Common Units [Member])
0 Months Ended 3 Months Ended 12 Months Ended
Jul. 21, 2015
Dec. 31, 2016
Mar. 31, 2016
Dec. 31, 2016
Common Units [Member]
 
 
 
 
Limited Partners' Capital Account [Line Items]
 
 
 
 
Number of common units at beginning of year (in shares)
 
 
87,365,706 
87,365,706 
Common units issued in connection with ETP Dropdown (in shares)
 
 
5,710,922 
 
Common units issued in connection with the PIPE Transaction (in shares)
5,500,000 
 
2,263,158 
 
Common units issued in connection with the ATM (in shares)
 
2,840,399 
 
 
Phantom unit vesting (in shares)
 
 
 
861 
Number of common units at end of year (in shares)
 
98,181,046 
 
98,181,046 
Partners' Capital (Allocations of Net Income) (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended 4 Months Ended 12 Months Ended 4 Months Ended 12 Months Ended 4 Months Ended 12 Months Ended 8 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Successor [Member]
Dec. 31, 2016
Successor [Member]
Dec. 31, 2015
Successor [Member]
Dec. 31, 2014
Successor [Member]
Common Units [Member]
Dec. 31, 2016
Successor [Member]
Common Units [Member]
Dec. 31, 2015
Successor [Member]
Common Units [Member]
Dec. 31, 2014
Successor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2016
Successor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2015
Successor [Member]
Subordinated Units-Affiliated [Member]
Aug. 31, 2014
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units [Member]
Aug. 31, 2014
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Schedule of Partners' Capital [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions
 
 
 
 
 
$ 27 
$ 317 
$ 156 
$ 13 
$ 0 
$ 23 
 
$ 12 
$ 11 
Distributions in excess of net income
 
 
 
 
 
(10)
(809)
(112)
(3)
0 
(12)
 
0 
0 
Limited partners' interest in net income
$ (492)
$ 55 
$ 27 
 
 
$ 17 
$ (492)
$ 44 
$ 10 
$ 0 
$ 11 
$ 23 
$ 12 
$ 11 
Cash distribution per unit (in dollars per share)
 
 
$ 1.1457 
$ 3.2938 
$ 2.8851 
 
 
 
 
 
 
$ 1.0218 
 
 
Partners' Capital (Incentive Distribution Rights) (Details)
12 Months Ended
Dec. 31, 2016
Minimum Quarterly Distribution [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share)
$ 0.4375 
First Target Distribution [Member] |
Minimum [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share)
$ 0.4375 
First Target Distribution [Member] |
Maximum [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share)
$ 0.503125 
Second Target Distribution [Member] |
Minimum [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share)
$ 0.503125 
Second Target Distribution [Member] |
Maximum [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share)
$ 0.546875 
Third Target Distribution [Member] |
Minimum [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share)
$ 0.546875 
Third Target Distribution [Member] |
Maximum [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share)
$ 0.656250 
Distributions Thereafter [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share)
$ 0.656250 
Common Units [Member] |
Minimum Quarterly Distribution [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Marginal percentage interest in distributions
100.00% 
Common Units [Member] |
First Target Distribution [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Marginal percentage interest in distributions
100.00% 
Common Units [Member] |
Second Target Distribution [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Marginal percentage interest in distributions
85.00% 
Common Units [Member] |
Third Target Distribution [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Marginal percentage interest in distributions
75.00% 
Common Units [Member] |
Distributions Thereafter [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Marginal percentage interest in distributions
50.00% 
Subordinated Units-Affiliated [Member] |
Second Target Distribution [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Marginal percentage interest in distributions
15.00% 
Subordinated Units-Affiliated [Member] |
Third Target Distribution [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Marginal percentage interest in distributions
25.00% 
Subordinated Units-Affiliated [Member] |
Distributions Thereafter [Member]
 
Distribution Made To Limited Partner [Line Items]
 
Marginal percentage interest in distributions
50.00% 
Partners' Capital (Cash Distributions) (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
0 Months Ended
Nov. 15, 2016
Aug. 15, 2016
May 16, 2016
Feb. 16, 2016
Nov. 27, 2015
Aug. 28, 2015
May 29, 2015
Feb. 27, 2015
Nov. 28, 2014
Aug. 29, 2014
May 30, 2014
Feb. 28, 2014
Nov. 15, 2016
Subordinated Units-Affiliated [Member]
Aug. 15, 2016
Subordinated Units-Affiliated [Member]
May 16, 2016
Subordinated Units-Affiliated [Member]
Feb. 16, 2016
Subordinated Units-Affiliated [Member]
Nov. 27, 2015
Subordinated Units-Affiliated [Member]
Aug. 28, 2015
Subordinated Units-Affiliated [Member]
May 29, 2015
Subordinated Units-Affiliated [Member]
Feb. 27, 2015
Subordinated Units-Affiliated [Member]
Nov. 28, 2014
Subordinated Units-Affiliated [Member]
Aug. 29, 2014
Subordinated Units-Affiliated [Member]
May 30, 2014
Subordinated Units-Affiliated [Member]
Feb. 28, 2014
Subordinated Units-Affiliated [Member]
Feb. 21, 2017
Subsequent Event [Member]
Feb. 21, 2017
Subsequent Event [Member]
Subordinated Units-Affiliated [Member]
Distribution Made To Limited Partner [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per Unit Distribution (in dollars per share)
$ 825.5 
$ 825.5 
$ 817.3 
$ 801.3 
$ 745.4 
$ 693.4 
$ 645.0 
$ 600.0 
$ 545.7 
$ 519.7 
$ 502.1 
$ 485.1 
 
 
 
 
 
 
 
 
 
 
 
 
$ 825.5 
 
Total Cash Distribution
$ 79 
$ 79 
$ 78 
$ 70 
$ 47 
$ 29 
$ 23 
$ 21 
$ 19 
$ 11 
$ 11 
$ 11 
$ 20 
$ 20 
$ 20 
$ 17 
$ 8 
$ 3 
$ 1 
$ 1 
$ 0 
$ 0 
$ 0 
$ 0 
$ 81 
$ 21 
Unit-Based Compensation (Compensation Expense) (Details) (USD $)
In Millions, unless otherwise specified
4 Months Ended 8 Months Ended 12 Months Ended 4 Months Ended 8 Months Ended 12 Months Ended 4 Months Ended 8 Months Ended 12 Months Ended
Dec. 31, 2014
Successor [Member]
Aug. 31, 2014
Successor [Member]
Dec. 31, 2013
Successor [Member]
Dec. 31, 2016
Predecessor [Member]
Dec. 31, 2014
Phantom common units [Member]
Successor [Member]
Aug. 31, 2014
Phantom common units [Member]
Successor [Member]
Dec. 31, 2013
Phantom common units [Member]
Successor [Member]
Dec. 31, 2016
Phantom common units [Member]
Predecessor [Member]
Dec. 31, 2014
Allocated from Parent [Member]
Successor [Member]
Aug. 31, 2014
Allocated from Parent [Member]
Successor [Member]
Dec. 31, 2013
Allocated from Parent [Member]
Successor [Member]
Dec. 31, 2016
Allocated from Parent [Member]
Predecessor [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Non-cash unit based compensation expense
$ 5 
$ 8 
$ 13 
$ 5 
$ 4 
$ 7 
$ 11 
$ 1 
 
 
 
 
Allocated Share-based Compensation Expense
 
 
 
 
 
 
 
 
$ 1 
$ 1 
$ 2 
$ 4 
Unit-Based Compensation (Phantom Common Unit Awards) - Additional Information(Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Vesting period
5 years 
 
Phantom common units [Member]
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Unrecognized compensation expenses
$ 39.0 
 
Unrecognized compensation expenses, period for recognition
4 years 3 months 7 days 
 
Fair value of nonvested awards outstanding
69 
47 
Phantom common units [Member] |
2012 Long Term Incentive Plan [Member]
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Granted (in shares)
966,337 
993,134 
Phantom common units [Member] |
2012 Long Term Incentive Plan [Member] |
ETP Merger [Member]
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Compensation costs
$ 0.4 
 
Share-based Compensation Award, Tranche One [Member] |
Phantom common units [Member]
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
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]
 
 
Vesting percentage
40.00% 
 
Unit-Based Compensation (Phantom Common Unit Awards) (Details) (USD $)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Vesting period
5 years 
 
2012 Long Term Incentive Plan [Member] |
Phantom common units [Member]
 
 
Nonvested, Number of Shares [Roll Forward]
 
 
Number of Phantom Common Units, beginning of period (in shares)
1,147,048.000 
241,235 
Granted (in shares)
966,337 
993,134 
Vested (in shares)
(1,240)
 
Forfeited (in shares)
(98,511)
(87,321)
Number of Phantom Common Units, end of period (in shares) (in dollars per share)
2,013,634.000 
1,147,048.000 
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)
$ 41.19 
$ 45.50 
Granted, Weighted Average Grant Date Fair Value (in dollars per share)
$ 26.95 
$ 40.63 
Vested, Weighted Average Grant Date Fair Value (in dollars per share)
$ 36.98 
 
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share)
$ 39.77 
$ 50.71 
Non-vested at end of period, Weighted Average Grant Date Fair Value (in dollars per share)
$ 34.43 
$ 41.19 
Share-based Compensation Award, Tranche One [Member] |
Maximum [Member] |
Director [Member] |
2012 Long Term Incentive Plan [Member]
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Vesting period
3 years 
 
Unit-Based Compensation (Cash Awards) - Additional Information (Details) (USD $)
In Millions, except Share data, unless otherwise specified
1 Months Ended 12 Months Ended
Sep. 30, 2015
Jan. 31, 2015
Dec. 31, 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Vesting period
 
 
5 years 
Cash Awards [Member]
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Unrecognized compensation expenses
 
 
$ 0.4 
Fair value of nonvested awards outstanding
 
 
$ 1 
Long-Term Cash Restricted Unit Plan [Member] |
Cash Awards [Member]
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Granted (in shares)
1,000 
30,710 
 
Forfeited (in shares)
 
 
4,560 
Vesting percentage of awards granted
 
 
100.00% 
Vesting period
 
 
3 years 
Segment Reporting - Additional Information (Details)
12 Months Ended
Dec. 31, 2016
segment
Segment Reporting Information [Line Items]
 
Number of operating segments
2 
Number of Reportable Segments
2 
Wholesale Segment [Member]
 
Segment Reporting Information [Line Items]
 
Number of states in which entity operates
30 
Retail Segment [Member]
 
Segment Reporting Information [Line Items]
 
Number of states in which entity operates
20 
Segment Reporting (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 4 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Dec. 31, 2016
Dec. 31, 2015
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
 
 
 
 
 
 
 
 
$ 2,377 
$ 5,261 
$ 5,891 
Wholesale motor fuel sales to third parties
 
 
 
 
 
 
 
 
4,235 
7,812 
10,104 
Wholesale motor fuel sales to affiliates
 
 
 
 
 
 
 
 
0 
62 
20 
Merchandise
566 
605 
577 
524 
545 
589 
561 
483 
651 
2,272 
2,178 
Rental income
 
 
 
 
 
 
 
 
25 
90 
81 
Other income
 
 
 
 
 
 
 
 
55 
201 
186 
Total revenues
4,306 
4,138 
4,052 
3,202 
4,077 
4,907 
5,126 
4,350 
7,343 
15,698 
18,460 
Retail motor fuel
 
 
 
 
 
 
 
 
271 
611 
635 
Wholesale motor fuel
 
 
 
 
 
 
 
 
31 
613 
407 
Merchandise gross profit
169 
192 
188 
167 
170 
185 
177 
148 
196 
716 
680 
Rental and other
 
 
 
 
 
 
 
 
78 
279 
262 
Gross profit
562 
577 
581 
499 
465 
525 
545 
449 
576 
2,219 
1,984 
Total operating expenses
 
 
 
 
 
 
 
 
538 
2,467 
1,650 
Income (loss) from operations
(568)
104 
124 
92 
51 
94 
124 
65 
38 
(248)
334 
Interest expense, net
 
 
 
 
 
 
 
 
(11)
(189)
(88)
Income (loss) before income taxes
 
 
 
 
 
 
 
 
27 
(437)
246 
Net income (loss) and comprehensive income (loss)
(585)
45 
72 
62 
16 
35 
94 
49 
(53)
(406)
194 
Depreciation, amortization and accretion
 
 
 
 
 
 
 
 
86 
319 
278 
Interest expense, net
 
 
 
 
 
 
 
 
11 
189 
88 
Income tax expense (benefit)
 
 
 
 
 
 
 
 
80 
(31)
52 
EBITDA
 
 
 
 
 
 
 
 
124 
71 
612 
Non-cash compensation expense
 
 
 
 
 
 
 
 
5 
13 
8 
Loss (gain) on disposal of assets and impairment charges
 
 
 
 
 
 
 
 
(1)
680 
(1)
Unrealized gain on commodity derivatives
 
 
 
 
 
 
 
 
(1)
5 
2 
Inventory fair value adjustments
 
 
 
 
 
 
 
 
205 
(104)
98 
Adjusted EBITDA
 
 
 
 
 
 
 
 
332 
665 
719 
Capital expenditures
 
 
 
 
 
 
 
 
154 
439 
491 
Total assets
8,701 
 
 
 
8,842 
 
 
 
8,773 
8,701 
8,842 
Wholesale Segment [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
 
 
 
 
 
 
 
 
 
0 
 
Wholesale motor fuel
 
 
 
 
 
 
 
 
 
613 
 
Merchandise gross profit
 
 
 
 
 
 
 
 
 
0 
 
Rental and other
 
 
 
 
 
 
 
 
 
110 
 
Gross profit
 
 
 
 
 
 
 
 
 
723 
 
Total operating expenses
 
 
 
 
 
 
 
 
 
390 
 
Income (loss) from operations
 
 
 
 
 
 
 
 
 
333 
 
Interest expense, net
 
 
 
 
 
 
 
 
 
(59)
 
Income (loss) before income taxes
 
 
 
 
 
 
 
 
 
274 
 
Net income (loss) and comprehensive income (loss)
 
 
 
 
 
 
 
 
 
269 
 
Depreciation, amortization and accretion
 
 
 
 
 
 
 
 
 
94 
 
Interest expense, net
 
 
 
 
 
 
 
 
 
59 
 
Income tax expense (benefit)
 
 
 
 
 
 
 
 
 
5 
 
EBITDA
 
 
 
 
 
 
 
 
 
427 
 
Non-cash compensation expense
 
 
 
 
 
 
 
 
 
6 
 
Loss (gain) on disposal of assets and impairment charges
 
 
 
 
 
 
 
 
 
(3)
 
Unrealized gain on commodity derivatives
 
 
 
 
 
 
 
 
 
5 
 
Inventory fair value adjustments
 
 
 
 
 
 
 
 
 
(98)
 
Adjusted EBITDA
 
 
 
 
 
 
 
 
 
337 
 
Capital expenditures
 
 
 
 
 
 
 
 
 
112 
 
Total assets
3,201 
 
 
 
 
 
 
 
 
3,201 
 
Retail Segment [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
 
 
 
 
 
 
 
 
 
611 
 
Wholesale motor fuel
 
 
 
 
 
 
 
 
 
0 
 
Merchandise gross profit
 
 
 
 
 
 
 
 
 
716 
 
Rental and other
 
 
 
 
 
 
 
 
 
169 
 
Gross profit
 
 
 
 
 
 
 
 
 
1,496 
 
Total operating expenses
 
 
 
 
 
 
 
 
 
2,077 
 
Income (loss) from operations
 
 
 
 
 
 
 
 
 
(581)
 
Interest expense, net
 
 
 
 
 
 
 
 
 
(130)
 
Income (loss) before income taxes
 
 
 
 
 
 
 
 
 
(711)
 
Net income (loss) and comprehensive income (loss)
 
 
 
 
 
 
 
 
 
(675)
 
Depreciation, amortization and accretion
 
 
 
 
 
 
 
 
 
225 
 
Interest expense, net
 
 
 
 
 
 
 
 
 
130 
 
Income tax expense (benefit)
 
 
 
 
 
 
 
 
 
(36)
 
EBITDA
 
 
 
 
 
 
 
 
 
(356)
 
Non-cash compensation expense
 
 
 
 
 
 
 
 
 
7 
 
Loss (gain) on disposal of assets and impairment charges
 
 
 
 
 
 
 
 
 
683 
 
Unrealized gain on commodity derivatives
 
 
 
 
 
 
 
 
 
0 
 
Inventory fair value adjustments
 
 
 
 
 
 
 
 
 
(6)
 
Adjusted EBITDA
 
 
 
 
 
 
 
 
 
328 
 
Capital expenditures
 
 
 
 
 
 
 
 
 
327 
 
Total assets
5,500 
 
 
 
 
 
 
 
 
5,500 
 
Operating Segments [Member] |
Wholesale Segment [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
 
 
 
 
 
 
 
 
0 
0 
0 
Wholesale motor fuel sales to third parties
 
 
 
 
 
 
 
 
4,235 
7,812 
10,104 
Wholesale motor fuel sales to affiliates
 
 
 
 
 
 
 
 
0 
62 
20 
Merchandise
 
 
 
 
 
 
 
 
0 
0 
0 
Rental income
 
 
 
 
 
 
 
 
15 
76 
52 
Other income
 
 
 
 
 
 
 
 
(2)
45 
28 
Intersegment sales
 
 
 
 
 
 
 
 
1,787 
3,823 
4,446 
Total revenues
 
 
 
 
 
 
 
 
6,035 
11,818 
14,650 
Retail motor fuel
 
 
 
 
 
 
 
 
0 
 
0 
Wholesale motor fuel
 
 
 
 
 
 
 
 
31 
 
407 
Merchandise gross profit
 
 
 
 
 
 
 
 
0 
 
0 
Rental and other
 
 
 
 
 
 
 
 
20 
 
75 
Gross profit
 
 
 
 
 
 
 
 
51 
 
482 
Total operating expenses
 
 
 
 
 
 
 
 
104 
 
331 
Income (loss) from operations
 
 
 
 
 
 
 
 
(53)
 
151 
Interest expense, net
 
 
 
 
 
 
 
 
(3)
 
(55)
Income (loss) before income taxes
 
 
 
 
 
 
 
 
(56)
 
96 
Net income (loss) and comprehensive income (loss)
 
 
 
 
 
 
 
 
(124)
 
92 
Depreciation, amortization and accretion
 
 
 
 
 
 
 
 
24 
 
68 
Interest expense, net
 
 
 
 
 
 
 
 
3 
 
55 
Income tax expense (benefit)
 
 
 
 
 
 
 
 
68 
 
4 
EBITDA
 
 
 
 
 
 
 
 
(29)
 
219 
Non-cash compensation expense
 
 
 
 
 
 
 
 
1 
 
4 
Loss (gain) on disposal of assets and impairment charges
 
 
 
 
 
 
 
 
0 
 
1 
Unrealized gain on commodity derivatives
 
 
 
 
 
 
 
 
(1)
 
2 
Inventory fair value adjustments
 
 
 
 
 
 
 
 
177 
 
78 
Adjusted EBITDA
 
 
 
 
 
 
 
 
148 
 
304 
Capital expenditures
 
 
 
 
 
 
 
 
5 
 
65 
Total assets
 
 
 
 
2,926 
 
 
 
843 
 
2,926 
Operating Segments [Member] |
Retail Segment [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
 
 
 
 
 
 
 
 
2,377 
5,261 
5,891 
Wholesale motor fuel sales to third parties
 
 
 
 
 
 
 
 
0 
0 
0 
Wholesale motor fuel sales to affiliates
 
 
 
 
 
 
 
 
0 
0 
0 
Merchandise
 
 
 
 
 
 
 
 
651 
2,272 
2,178 
Rental income
 
 
 
 
 
 
 
 
10 
14 
29 
Other income
 
 
 
 
 
 
 
 
57 
156 
158 
Intersegment sales
 
 
 
 
 
 
 
 
45 
133 
125 
Total revenues
 
 
 
 
 
 
 
 
3,140 
7,836 
8,381 
Retail motor fuel
 
 
 
 
 
 
 
 
271 
 
635 
Wholesale motor fuel
 
 
 
 
 
 
 
 
0 
 
0 
Merchandise gross profit
 
 
 
 
 
 
 
 
196 
 
680 
Rental and other
 
 
 
 
 
 
 
 
58 
 
187 
Gross profit
 
 
 
 
 
 
 
 
525 
 
1,502 
Total operating expenses
 
 
 
 
 
 
 
 
434 
 
1,319 
Income (loss) from operations
 
 
 
 
 
 
 
 
91 
 
183 
Interest expense, net
 
 
 
 
 
 
 
 
(8)
 
(33)
Income (loss) before income taxes
 
 
 
 
 
 
 
 
83 
 
150 
Net income (loss) and comprehensive income (loss)
 
 
 
 
 
 
 
 
71 
 
102 
Depreciation, amortization and accretion
 
 
 
 
 
 
 
 
62 
 
210 
Interest expense, net
 
 
 
 
 
 
 
 
8 
 
33 
Income tax expense (benefit)
 
 
 
 
 
 
 
 
12 
 
48 
EBITDA
 
 
 
 
 
 
 
 
153 
 
393 
Non-cash compensation expense
 
 
 
 
 
 
 
 
4 
 
4 
Loss (gain) on disposal of assets and impairment charges
 
 
 
 
 
 
 
 
(1)
 
(2)
Unrealized gain on commodity derivatives
 
 
 
 
 
 
 
 
0 
 
0 
Inventory fair value adjustments
 
 
 
 
 
 
 
 
28 
 
20 
Adjusted EBITDA
 
 
 
 
 
 
 
 
184 
 
415 
Capital expenditures
 
 
 
 
 
 
 
 
149 
 
426 
Total assets
 
 
 
 
5,916 
 
 
 
7,930 
 
5,916 
Intersegment Eliminations [Member]
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Intersegment sales
 
 
 
 
 
 
 
 
(1,832)
(3,956)
(4,571)
Total revenues
 
 
 
 
 
 
 
 
$ (1,832)
$ (3,956)
$ (4,571)
Net Income per Unit (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 4 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 8 Months Ended 4 Months Ended 12 Months Ended 4 Months Ended 12 Months Ended 4 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2016
Common Units [Member]
Sep. 30, 2016
Common Units [Member]
Jun. 30, 2016
Common Units [Member]
Mar. 31, 2016
Common Units [Member]
Dec. 31, 2015
Common Units [Member]
Sep. 30, 2015
Common Units [Member]
Jun. 30, 2015
Common Units [Member]
Mar. 31, 2015
Common Units [Member]
Dec. 31, 2016
Common Units [Member]
Dec. 31, 2015
Common Units [Member]
Dec. 31, 2016
Subordinated Units [Member]
Sep. 30, 2016
Subordinated Units [Member]
Jun. 30, 2016
Subordinated Units [Member]
Mar. 31, 2016
Subordinated Units [Member]
Dec. 31, 2015
Subordinated Units [Member]
Sep. 30, 2015
Subordinated Units [Member]
Jun. 30, 2015
Subordinated Units [Member]
Mar. 31, 2015
Subordinated Units [Member]
Dec. 31, 2016
Subordinated Units [Member]
Dec. 31, 2015
Subordinated Units [Member]
Aug. 31, 2014
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units [Member]
Aug. 31, 2014
Predecessor [Member]
Subordinated Units [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2016
Successor [Member]
Dec. 31, 2015
Successor [Member]
Dec. 31, 2014
Successor [Member]
M A C S Earnings Prior To October12014 [Member]
Dec. 31, 2014
Successor [Member]
Common Units [Member]
Dec. 31, 2016
Successor [Member]
Common Units [Member]
Dec. 31, 2015
Successor [Member]
Common Units [Member]
Dec. 31, 2014
Successor [Member]
Subordinated Units [Member]
Dec. 31, 2016
Successor [Member]
Subordinated Units [Member]
Dec. 31, 2015
Successor [Member]
Subordinated Units [Member]
Earnings Per Share Basic [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
$ (585)
$ 45 
$ 72 
$ 62 
$ 16 
$ 35 
$ 94 
$ 49 
$ (53)
$ (406)
$ 194 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 23 
 
 
$ (53)
$ (406)
$ 194 
$ 6 
 
 
 
 
 
 
Less: Net income and comprehensive income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
 
 
1 
0 
4 
 
 
 
 
 
 
 
Less: Preacquisition income (loss) allocated to general partner
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
 
 
(88)
0 
103 
 
 
 
 
 
 
 
Net income and comprehensive income attributable to partners
(585)
45 
72 
62 
7 
28 
35 
17 
 
(406)
87 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23 
 
 
34 
(406)
87 
 
 
 
 
 
 
 
Incentive distribution rights
 
 
 
 
 
 
 
 
 
 
30 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
 
 
1 
81 
 
 
 
 
 
 
 
 
Distributions on nonvested phantom unit awards
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
 
 
0 
5 
2 
 
 
 
 
 
 
 
Limited partners' interest in net income
 
 
 
 
 
 
 
 
 
$ (492)
$ 55 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 23 
$ 12 
$ 11 
$ 27 
 
 
 
$ 17 
$ (492)
$ 44 
$ 10 
$ 0 
$ 11 
Weighted average limited partner units outstanding (basic) (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
93,575,530 
40,253,913 
 
 
 
 
 
 
 
 
 
 
 
11,023,617 
 
 
 
 
 
20,572,373 
 
 
 
 
 
Weighted average limited partner units outstanding, Equivalents (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
28,305 
21,738 
 
 
 
 
 
 
 
 
 
 
 
25,128 
 
 
 
 
 
6,382 
 
 
 
 
 
Weighted average limited partner units outstanding (diluted) (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
93,603,835 
40,275,651 
 
 
 
 
 
 
 
 
 
 
 
11,048,745 
 
 
 
 
 
20,578,755 
 
 
 
 
 
Weighted average limited partner units outstanding (basic and diluted) (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
10,010,333 
 
 
10,939,436 
 
 
 
 
 
 
 
10,939,436 
0 
10,010,333 
Common - basic and diluted (in dollars per shares)
 
 
 
 
 
 
 
 
 
 
 
$ (6.32)
$ 0.24 
$ 0.53 
$ 0.47 
$ (0.13)
$ 0.30 
$ 0.87 
$ 0.44 
$ (5.26)
$ 1.11 
$ 0.00 
$ 0.00 
$ 0.00 
$ 0.00 
$ 0.10 
$ 0.52 
$ 0.87 
$ 0.44 
$ 0.00 
$ 1.40 
 
$ 1.02 
$ 1.02 
 
 
 
 
$ 0.85 
$ (5.26)
$ 1.11 
$ 0.85 
$ 0.00 
$ 1.40 
Selected Quarterly Financial Data (unaudited) (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 4 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Dec. 31, 2016
Dec. 31, 2015
Effect Of Fourth Quarter Events [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales
$ 3,668 
$ 3,457 
$ 3,391 
$ 2,619 
$ 3,463 
$ 4,249 
$ 4,499 
$ 3,804 
 
 
 
Merchandise
566 
605 
577 
524 
545 
589 
561 
483 
651 
2,272 
2,178 
Rental and other income
72 
76 
84 
59 
69 
69 
66 
63 
 
 
 
Total revenues
4,306 
4,138 
4,052 
3,202 
4,077 
4,907 
5,126 
4,350 
7,343 
15,698 
18,460 
Motor fuel gross profit
323 
317 
310 
274 
228 
272 
302 
240 
 
 
 
Merchandise gross profit
169 
192 
188 
167 
170 
185 
177 
148 
196 
716 
680 
Other gross profit
70 
68 
83 
58 
67 
68 
66 
61 
 
 
 
Gross profit
562 
577 
581 
499 
465 
525 
545 
449 
576 
2,219 
1,984 
Income from operations
(568)
104 
124 
92 
51 
94 
124 
65 
38 
(248)
334 
Net income (loss ) and comprehensive income (loss)
(585)
45 
72 
62 
16 
35 
94 
49 
(53)
(406)
194 
Net income (loss) attributable to partners
$ (585)
$ 45 
$ 72 
$ 62 
$ 7 
$ 28 
$ 35 
$ 17 
 
$ (406)
$ 87 
Common Units [Member]
 
 
 
 
 
 
 
 
 
 
 
Effect Of Fourth Quarter Events [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Common - basic and diluted (in dollars per shares)
$ (6.32)
$ 0.24 
$ 0.53 
$ 0.47 
$ (0.13)
$ 0.30 
$ 0.87 
$ 0.44 
 
$ (5.26)
$ 1.11 
Subordinated Units-Affiliated [Member]
 
 
 
 
 
 
 
 
 
 
 
Effect Of Fourth Quarter Events [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Common - basic and diluted (in dollars per shares)
$ 0.00 
$ 0.00 
$ 0.00 
$ 0.00 
$ 0.10 
$ 0.52 
$ 0.87 
$ 0.44 
 
$ 0.00 
$ 1.40 
Subsequent Events (Details) (Subsequent Event [Member], USD $)
In Millions, except Share data, unless otherwise specified
1 Months Ended
Feb. 13, 2017
Jan. 18, 2017
asset
Subsequent Event [Member]
 
 
Subsequent Event [Line Items]
 
 
Number of real estate assets planned for sale
 
99 
Common units issued in connection with the ATM (in shares)
355,750 
 
Proceeds from issuance of common units, net of offering costs
$ 10