SUNOCO LP, 10-Q filed on 5/4/2017
Quarterly Report
Document And Entity Information
3 Months Ended
Mar. 31, 2017
Apr. 28, 2017
Common Units [Member]
Apr. 28, 2017
Common Class C [Member]
Apr. 28, 2017
Preferred Units, Class [Domain]
Document Information [Line Items]
 
 
 
 
Entity Registrant Name
SUNOCO LP 
 
 
 
Entity Central Index Key
0001552275 
 
 
 
Current Fiscal Year End Date
--12-31 
 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
 
Document Type
10-Q 
 
 
 
Document Period End Date
Mar. 31, 2017 
 
 
 
Document Fiscal Year Focus
2017 
 
 
 
Document Fiscal Period Focus
Q1 
 
 
 
Amendment Flag
false 
 
 
 
Entity Partnership Units Outstanding
 
99,468,884 
16,410,780 
12,000,000 
Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Current assets:
 
 
Cash and cash equivalents
$ 74 
$ 119 
Accounts receivable, net
442 
539 
Receivables from affiliates
13 
3 
Inventories, net
512 
573 
Other current assets
162 
155 
Total current assets
1,203 
1,389 
Property and equipment, net
3,299 
3,373 
Other assets:
 
 
Goodwill
2,612 
2,618 
Intangible assets, net
1,292 
1,255 
Other noncurrent assets
48 
66 
Total assets
8,454 
8,701 
Current liabilities:
 
 
Accounts payable
438 
616 
Accounts payable to affiliates
111 
109 
Advances from affiliates
1 
87 
Accrued expenses and other current liabilities
371 
372 
Current maturities of long-term debt
5 
5 
Total current liabilities
926 
1,189 
Revolving line of credit
761 
1,000 
Long-term debt, net
3,534 
3,509 
Deferred tax liability
626 
643 
Other noncurrent liabilities
178 
164 
Total liabilities
6,025 
6,505 
Commitments and contingencies (Note 12)
   
   
Equity:
 
 
Total equity
2,429 
2,196 
Total liabilities and equity
8,454 
8,701 
Common Units - Public [Member]
 
 
Equity:
 
 
Total partners' capital
1,458 
1,467 
Common Units - Affiliated [Member]
 
 
Equity:
 
 
Total partners' capital
671 
729 
Class C Units - Held by Subsidiary [Member]
 
 
Equity:
 
 
Total partners' capital
$ 0 
$ 0 
Consolidated Balance Sheets (Parenthetical)
Mar. 31, 2017
Dec. 31, 2016
Common Units - Public [Member]
 
 
Equity:
 
 
Limited Partners' Capital Account, Units Outstanding
53,704,891 
52,430,220 
Common Units - Affiliated [Member]
 
 
Equity:
 
 
Limited partners' capital account, units issued (in shares)
45,750,826 
45,750,826 
Limited Partners' Capital Account, Units Outstanding
45,750,826 
45,750,826 
Class C Units - Held by Subsidiary [Member]
 
 
Equity:
 
 
Limited partners' capital account, units issued (in shares)
16,410,780 
16,410,780 
Limited Partners' Capital Account, Units Outstanding
16,410,780 
16,410,780 
Consolidated Statements of Operations and Comprehensive Income (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Revenues:
 
 
Retail motor fuel
$ 1,516 
$ 1,116 
Wholesale motor fuel sales to third parties
2,243 
1,496 
Wholesale motor fuel sales to affiliates
21 
7 
Merchandise
540 
524 
Rental income
23 
22 
Other
51 
50 
Total revenues
4,394 
3,215 
Cost of sales:
 
 
Retail motor fuel cost of sales
1,379 
984 
Wholesale motor fuel cost of sales
2,138 
1,352 
Merchandise cost of sales
370 
358 
Other
4 
10 
Total cost of sales
3,891 
2,704 
Gross profit
503 
511 
Operating expenses:
 
 
General and administrative
64 
58 
Other operating
263 
249 
Rent
34 
33 
Loss (gain) on disposal of assets
(7)
1 
Depreciation, amortization and accretion
87 
78 
Total operating expenses
455 
419 
Income from operations
48 
92 
Interest expense, net
64 
28 
Income before income taxes
(16)
64 
Income tax expense
(17)
2 
Net income and comprehensive income
1 
62 
Net income and comprehensive income
$ 1 
$ 62 
Common Units [Member]
 
 
Net income per limited partner unit:
 
 
Net income per limited partner unit (basic and diluted) (in dollars per share)
$ (0.22)
$ 0.47 
Weighted average limited partner units outstanding:
 
 
Weighted average limited partner units outstanding (basic) (in shares)
98,609,608 
87,453,333 
Weighted average limited partner units outstanding (diluted) (in shares)
98,715,958 
87,474,687 
Cash distribution per common unit (in shares)
$ 0.8255 
$ 0.8173 
Common Units - Public [Member]
 
 
Weighted average limited partner units outstanding:
 
 
Weighted average limited partner units outstanding (basic) (in shares)
52,858,782 
49,588,960 
Weighted average limited partner units outstanding (diluted) (in shares)
52,965,132 
49,610,314 
Common Units - Affiliated [Member]
 
 
Weighted average limited partner units outstanding:
 
 
Weighted average limited partner units oustanding (basic and diluted) (in shares)
45,750,826 
37,864,373 
Consolidated Statement of Equity (USD $)
In Millions, unless otherwise specified
Total
Common Units - Public [Member]
Common Units - Affiliated [Member]
Series A Preferred Units [Member]
Beginning balance at Dec. 31, 2016
$ 2,196 
$ 1,467 
$ 729 
$ 0 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
33 
(33)
0 
 
Equity Issued To Partners Capital Account
300 
 
 
300 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
Equity issued under ATM issuance, net
 
45 
 
 
Cash distribution
(104)
 
(59)
 
Unit-based compensation
4 
2 
2 
 
Other
(1)
0 
(1)
 
Partnership net income
1 
1 
0 
 
Ending balance at Mar. 31, 2017
$ 2,429 
$ 1,458 
$ 671 
$ 300 
Consolidated Statements of Cash Flows (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Cash flows from operating activities:
 
 
Net income
$ 1 
$ 62 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation, amortization and accretion
87 
78 
Amortization of deferred financing fees
4 
1 
Loss (gain) on disposal of assets
(7)
1 
Non-cash unit based compensation expense
4 
3 
Deferred income tax
(17)
(10)
Changes in operating assets and liabilities, net of acquisitions:
 
 
Accounts receivable
97 
(9)
Accounts receivable from affiliates
(10)
1 
Inventories
61 
123 
Other assets
8 
(39)
Accounts payable
(138)
(24)
Accounts payable to affiliates
2 
(5)
Accrued liabilities and other current liabilities
(8)
(47)
Other noncurrent liabilities
10 
27 
Net cash provided by operating activities
108 
162 
Cash flows from investing activities:
 
 
Capital expenditures
(66)
(96)
Purchase of intangible assets
(13)
(14)
Proceeds from disposal of property and equipment
1 
2 
Net cash used in investing activities
(78)
(2,308)
Cash flows from financing activities:
 
 
Proceeds from issuance of long-term debt
0 
2,035 
Payments on long-term debt
(1)
(1)
Revolver borrowings
618 
672 
Revolver repayments
(857)
(447)
Loan origination costs
0 
(19)
Advances from (to) affiliates
(63)
(21)
Equity issued to ETE, net of issuance costs
(300)
61 
Proceeds from issuance of common units, net of offering costs
33 
0 
Distributions to ETP
0 
(50)
Other cash from financing activities, net
(1)
7 
Distributions to unitholders
(104)
(87)
Net cash provided by financing activities
(75)
2,150 
Net increase (decrease) in cash
(45)
4 
Cash and cash equivalents at beginning of period
119 
73 
Cash and cash equivalents at end of period
74 
77 
Sunoco LLC and Sunoco Retail LLC [Member]
 
 
Cash flows from investing activities:
 
 
Acquisition of business
$ 0 
$ (2,200)
Organization and Principles of Consolidation
Organization and Principles of Consolidation
Organization and Principles of Consolidation
The Partnership was formed in June 2012, and completed its initial public offering (“IPO”) in September 2012.
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 Energy Transfer Partners, L.P.’s (“ETP”) 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, and our wholly-owned subsidiaries. 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.
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 (“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 (Also See Note 19)
•
Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.
•
Susser Holdings Corporation (“Susser”), a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, Oklahoma, and Louisiana through Stripes-branded convenience stores.
•
Sunoco Retail LLC (“Sunoco Retail”), a Pennsylvania limited liability company, owns and operates convenience stores that sell motor fuel and merchandise primarily in Pennsylvania, New York, and Florida.
•
MACS Retail LLC, a Virginia limited liability company, owns and operates convenience stores, in Virginia, Maryland, and Tennessee.
•
Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates convenience stores on the Hawaiian Islands.

All significant intercompany accounts and transactions have been eliminated in consolidation.
Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on gross 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
Interim Financial Statements
The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). Pursuant to Regulation S-X, certain information and disclosures normally included in the annual financial statements have been condensed or omitted. The consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 24, 2017.
Significant Accounting Policies
As of March 31, 2017, there were no changes in significant accounting policies from those described in the December 31, 2016 audited consolidated financial statements.
Motor Fuel and Sales Taxes
Certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for wholesale direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales.
For retail locations where the Partnership holds inventory, including consignment arrangements, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $288 million and $285 million for the three months ended March 31, 2017 and 2016, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income.
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.
Acquisitions
Acquisitions
Acquisitions
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, Sunoco GP LLC, 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 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 acquisitions is non-deductible for tax purposes.
Emerge Fuels Business Acquisition
On August 31, 2016, we acquired the Emerge 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
 
49

Goodwill
 
55

Intangible assets
 
57

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 $18 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.
The other acquisitions, including Denny, Kolkhorst and Valentine, were all assets acquisitions, and any goodwill created from these acquisitions is deductible for tax purposes.
Accounts Receivable, net
Accounts Receivable, net
Accounts Receivable, net
Accounts receivable, net, consisted of the following:
 
March 31,
2017
 
December 31,
2016
 
(in millions)
Accounts receivable, trade
$
242

 
$
361

Credit card receivables
145

 
133

Vendor receivables for rebates, branding, and other
24

 
21

Other receivables
34

 
27

Allowance for doubtful accounts
(3
)
 
(3
)
Accounts receivable, net
$
442

 
$
539

Inventories, net
Inventories, net
Inventories, net 
Inventories, net, consisted of the following:
 
March 31,
2017
 
December 31,
2016
 
(in millions)
Fuel-retail
$
52

 
$
58

Fuel-wholesale
313

 
364

Fuel-consignment
4

 
5

Merchandise
120

 
123

Equipment and maintenance spare parts
12

 
13

Other
11

 
10

Inventories, net
$
512

 
$
573

Property and Equipment, net
Property and Equipment, net
Property and Equipment, net
Property and equipment, net, consisted of the following:
 
March 31,
2017
 
December 31,
2016
 
(in millions)
Land
$
1,129

 
$
1,105

Buildings and leasehold improvements
1,487

 
1,491

Equipment
1,141

 
1,141

Construction in progress
267

 
294

Total property and equipment
4,024

 
4,031

Less: accumulated depreciation
725

 
658

Property and equipment, net
$
3,299

 
$
3,373

Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets
Goodwill and Intangible Assets, net
Goodwill
Goodwill represents the excess of the purchase price of an acquired entity over the amounts allocated to the assets acquired and liabilities assumed in a business combination. At March 31, 2017 and December 31, 2016 we had $2.6 billion of goodwill recorded in conjunction with past business combinations.
Goodwill is not amortized, but is tested annually for impairment, or more frequently if events and circumstances indicate that the asset might be impaired. In accordance with ASC 350-20-35 “Goodwill - Subsequent Measurements”, during 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. During 2017, we continued our evaluation of the Denny and Emerge's purchase accounting analysis with the assistance of a third party valuation firm.
As of March 31, 2017, we evaluated potential impairment indicators. We believe no impairment events occurred during the first quarter of 2017, and we believe the assumptions used in the analysis performed in 2016 are still relevant and indicative of our current operating environment. As a result, no impairment was recorded to goodwill during the period from January 1, 2017 through March 31, 2017.
Other Intangible Assets
Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following:
 
March 31, 2017
 
December 31, 2016
 
Gross Carrying
Amount
 
Accumulated Amortization
 
Net Book Value
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Book Value
 
(in millions)
Indefinite-lived
 
 
 
 
 
 
 
 
 
 
 
Tradenames
$
761

 
$
7

 
$
754

 
$
752

 
$
7

 
$
745

Contractual rights
43

 
—

 
43

 
43

 
—

 
43

Liquor licenses
16

 
—

 
16

 
16

 
—

 
16

Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations including supply agreements
673

 
221

 
452

 
631

 
208

 
423

Favorable leasehold arrangements, net
22

 
6

 
16

 
23

 
6

 
17

Loan origination costs
10

 
5

 
5

 
10

 
4

 
6

Other intangibles
10

 
4

 
6

 
7

 
2

 
5

Intangible assets, net
$
1,535

 
$
243

 
$
1,292

 
$
1,482

 
$
227

 
$
1,255


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.
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 12 years. Loan origination costs have a remaining weighted-average life of approximately 3 years.
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:
 
March 31,
2017
 
December 31,
2016
 
(in millions)
Wage and other employee-related accrued expenses
$
43

 
$
42

Franchise agreement termination accrual
2

 
2

Accrued tax expense
176

 
154

Accrued insurance
14

 
23

Reserve for environmental remediation, current
4

 
5

Accrued interest expense
56

 
39

Deposits and other
76

 
107

Total
$
371

 
$
372

Long-Term Debt
Long-Term Debt
Long-Term Debt 
Long-term debt consisted of the following:
 
March 31,
2017
 
December 31,
2016
 
(in millions)
Term Loan
$
1,243

 
$
1,243

Sale leaseback financing obligation
116

 
117

2014 Revolver
761

 
1,000

6.375% Senior Notes Due 2023
800

 
800

5.500% Senior Notes Due 2020
600

 
600

6.250% Senior Notes Due 2021
800

 
800

Other
24

 
1

Total debt
4,344

 
4,561

Less: current maturities
5

 
5

Less: debt issuance costs
44

 
47

Long-term debt, net of current maturities
$
4,295

 
$
4,509


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 (“ETP Retail”), 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 March 31, 2017, the balance on the Term Loan was $1.2 billion. The Partnership was in compliance with all financial covenants at March 31, 2017.
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 cash consideration of the Susser Acquisition, through which we acquired 100% of the issued and outstanding shares of capital stock of Susser from Heritage Holdings, Inc., a wholly owned subsidiary of ETP, and ETP Holdco Corporation, a wholly owned subsidiary of ETP, on July 31, 2015.
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 2014 Revolver). Borrowings under the 2014 Revolver bear interest at a base rate (a rate based off of the higher of (i) the Federal Funds Rate (as defined in the revolving credit facility) plus 0.500%, (ii) Bank of America’s prime rate or (iii) one-month LIBOR (as defined in the 2014 Revolver) plus 1.000%) or LIBOR, in each case plus an applicable margin ranging from 1.500% to 3.000%, in the case of a LIBOR loan, or from 0.500% to 2.000%, in the case of a base rate loan (determined with reference to the Partnership’s Leverage Ratio (as defined in the 2014 Revolver)). Upon the first achievement by the Partnership of an investment grade credit rating, the applicable margin will decrease to a range of 1.125% to 2.000%, in the case of a LIBOR loan, or from 0.125% to 1.000%, in the case of a base rate loan (determined with reference to the credit rating for the Partnership’s senior, unsecured, non-credit enhanced long-term debt). Interest is payable quarterly if the base rate applies, at the end of the applicable interest period if LIBOR applies and at the end of the month if daily floating LIBOR applies. In addition, the unused portion of the revolving credit facility will be subject to a commitment fee ranging from 0.250% to 0.500%, based on the Partnership’s Leverage Ratio. Upon the first achievement by the Partnership of an investment grade credit rating, the commitment fee will decrease to a range of 0.125% to 0.275%, based on the Partnership’s credit rating as described above. 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”) of the 2014 Revolver. 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 2014 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 2014 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 March 31, 2017, the balance on the 2014 Revolver was $761 million, and $21 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at March 31, 2017 was $718 million. The Partnership was in compliance with all financial covenants at March 31, 2017.
Sale Leaseback Financing Obligation
On April 4, 2013, Mid-Atlantic Convenience Stores, LLC (“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 March 31, 2017 was $116 million.
Fair Value Measurements
 We use fair value measurements to measure, among other items, purchased assets, investments, leases and derivative contracts. We also use them to assess impairment of properties, equipment, intangible assets and goodwill. An asset's fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters, or is derived from such prices or parameters. Where observable prices or inputs are not available, unobservable prices or inputs are used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.
ASC 820 “Fair Value Measurements and Disclosures” prioritizes the inputs used in measuring fair value into the following hierarchy:
Level 1
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2
Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
Level 3
Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
The estimated fair value of debt is calculated using Level 2 inputs. The fair value of debt as of March 31, 2017, is estimated to be approximately $4.4 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
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Noncurrent [Text Block]
Other noncurrent liabilities consisted of the following:
 
March 31,
2017
 
December 31, 2016
 
(in millions)
Accrued straight-line rent
$
11

 
$
10

Reserve for underground storage tank removal
58

 
53

Reserve for environmental remediation, long-term
33

 
35

Unfavorable lease liability
28

 
30

Others
48

 
36

Total
$
178

 
$
164

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. In April 2017, ETP and SXL merged.
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
Significant affiliate activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income is as follows:
•
Net advances from affiliates were $1 million and $87 million as of March 31, 2017 and December 31, 2016, respectively. Advances to and from affiliates are primarily related to the cash management services that affiliates of ETP provide to Sunoco LLC and Sunoco Retail.
•
Net accounts receivable from affiliates were $13 million and $3 million as of March 31, 2017 and December 31, 2016, respectively, which are primarily related to motor fuel purchases from us.
•
Net accounts payable to affiliates was $111 million and $109 million as of March 31, 2017 and December 31, 2016, respectively, which are related to operational expenses and fuel pipeline purchases.
•
Wholesale motor fuel sales to affiliates of $21 million and $7 million for the three months ended March 31, 2017 and 2016, respectively.
•
Bulk fuel purchases from affiliates of $545 million and $340 million for the three months ended March 31, 2017 and 2016, respectively, which is included in wholesale motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income.
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:
 
For the Three Months Ended March 31,
 
2017
 
2016
 
(in millions)
Cash rent:
 
 
 
Store base rent (1) (2)
$
30

 
$
28

Equipment and other rent (3)
4

 
5

Total cash rent
34

 
33

Non-cash rent:
 
 
 
Straight-line rent
—

 
—

Capital lease offset
—

 
—

Net rent expense
$
34

 
$
33

________________________________
(1)
Rental income includes sublease rental income totaling $6 million and $6 million for the three months ended March 31, 2017 and 2016, respectively.
(2)
Store base rent includes contingent rent expense totaling $5 million and $5 million for the three months ended March 31, 2017 and 2016, respectively.
(3)
Equipment and other rent consists primarily of store equipment and vehicles.
Interest Expense, net
Interest Expense, net
Interest Expense, net
Components of net interest expense were as follows:
 
For the Three Months Ended March 31,
 
2017
 
2016
 
(in millions)
Interest expense
$
61

 
$
27

Amortization of deferred financing fees
4

 
1

Interest income
(1
)
 
—

Interest expense, net
$
64

 
$
28

Income Tax Expense
Income Tax Expense
Income Tax Expense
 As a partnership, we are generally not subject to federal income tax and most state income taxes. However, the Partnership conducts certain activities through corporate subsidiaries which are subject to federal and state income taxes.
Our effective tax rate differs from the statutory rate primarily due to Partnership earnings that are not subject to U.S. federal and most state income taxes at the Partnership level. A reconciliation of income tax expense at the U.S. federal statutory rate to net income tax expense is as follow:
 
For the Three Months Ended March 31,
 
2017
 
2016
 
(in million)
Tax at statutory federal rate
$
(6
)
 
$
22

Partnership earnings not subject to tax
(10
)
 
(33
)
State and local tax, net of federal benefit
(1
)
 
11

Other
—

 
2

Net income tax expense (benefit)
$
(17
)
 
$
2

Partners' Capital
Partners' Capital
Partners' Capital
 As of March 31, 2017, Energy Transfer Equity, L.P. (“ETE”) and ETP or their subsidiaries owned all of our 12,000,000 Series A Preferred Units and 45,750,826 common units, which constitutes 46% of our outstanding common units. As of March 31, 2017, 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 53,704,891 common units.
Series A Preferred Units
On March 30, 2017, the Partnership entered into a Series A Preferred Unit Purchase Agreement (the “Purchase Agreement”) with ETE, relating to the issue and sale by the Partnership to ETE of 12,000,000 Series A Preferred Units (the “Preferred Units”) representing limited partner interests in the Partnership at a price per Preferred Unit of $25.00 (the “Offering”). The distribution rate for the Preferred Units is 10.00%, per annum, of the $25.00 liquidation preference per unit (the “Liquidation Preference”) (equal to $2.50 per Preferred Unit per annum) until March 30, 2022, at which point the distribution rate will become a floating rate of 8.00% plus three-month LIBOR of the Liquidation Preference. The Preferred Units are redeemable at any time, and from time to time, in whole or in part, at the Partnership’s option at a price per Preferred Unit equal to the Liquidation Preference plus all accrued and unpaid distributions; provided that, if the Partnership redeems the Preferred Units prior to March 30, 2022, then the Partnership will redeem the Preferred Units at 101% of the Liquidation Preference, plus all accrued and unpaid distributions. The Preferred Units are not entitled to any redemption rights or conversion rights. Holders of Preferred Units will generally have no voting rights except in certain limited circumstances or as required by law. The Preferred Units were issued in a private transaction exempt from registration under section 4(a)(2) of the Securities Act.
Distributions on Preferred Units are cumulative beginning March 30, 2017, and payable quarterly in arrears, within 60 days, after the end of each quarter, commencing with the quarter ending June 30, 2017. The pro-rated distribution payable for the thee months ended March 31, 2017 was $0.2 million.
The Offering closed on March 30, 2017, and the Partnership received proceeds from the Offering of $300 million, which it used to repay indebtedness under its revolving credit facility.
Common Units
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 1,268,750 common units from January 1, 2017 through March 31, 2017 in connection with the ATM for $33 million, net of commissions of $0.3 million. As of March 31, 2017, $295 million of our common units remained available to be issued under the equity distribution agreement.
Activity of our common units for the three months ended March 31, 2017 is as follows: 
 
Number of Units
Number of common units at December 31, 2016
98,181,046

Common units issued in connection with the ATM
1,268,750

Phantom unit vesting
5,921

Number of common units at March 31, 2017
99,455,717


Allocation of Net Income
Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to ETE.
 
The calculation of net income allocated to the partners is as follows (in millions, except per unit amounts):
 
For the Three Months Ended March 31,
 
2017
 
2016
Attributable to Common Units
 
 
 
Distributions (a)
$
82

 
$
78

Distributions in excess of net income
(104
)
 
(40
)
Limited partners' interest in net income (loss)
$
(22
)
 
$
38

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

 
$
0.8173


 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 three months ended March 31, 2017, Class C distributions declared totaled $14 million.
Incentive Distribution Rights
The following table illustrates the percentage allocations of available cash from operating surplus between our common unitholders and the holder of our incentive distribution rights (“IDRs”) based on the specified target distribution levels, after the payment of distributions to Class C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount.” The percentage interests shown for our common unitholders and our IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.
 
 
 
Marginal percentage interest
in distributions
 
Total quarterly distribution per Common Unit target amount
 
Common Unitholders
 
Holder of IDRs
Minimum Quarterly Distribution
$0.4375
 
100
%
 
—

First Target Distribution
Above $0.4375 up to $0.503125
 
100
%
 
—

Second Target Distribution
Above $0.503125 up to $0.546875
 
85
%
 
15
%
Third Target Distribution
Above $0.546875 up to $0.656250
 
75
%
 
25
%
Thereafter
Above $0.656250
 
50
%
 
50
%

 Cash Distributions
Our Partnership Agreement sets forth the calculation used to determine the amount and priority of cash distributions that the common unitholders receive.
Cash distributions paid or payable during 2017 were as follows:
 
 
Limited Partners
 
 
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
Distribution to IDR Holders
 
 
(in millions, except per unit amounts)
May 16, 2017
 
$
0.8255

 
$
82

 
$
21

February 21, 2017
 
$
0.8255

 
$
81

 
$
21

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:
 
For the Three Months Ended March 31,
 
2017
 
2016
 
(in millions)
Phantom common units
$
4

 
$
3

Allocated expense from Parent
—

 
—

Total unit-based compensation expense
$
4

 
$
3

  
Phantom Common Unit Awards
The Partnership issues phantom units which have the right to receive distributions prior to vesting. The 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 cost related to our nonvested restricted phantom units totaled $35 million as of March 31, 2017, which is expected to be recognized over a weighted average period of 4.06 years. The fair value of nonvested phantom units outstanding as of March 31, 2017 totaled $68 million.
A summary of our phantom unit award activity is as follows:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Outstanding at December 31, 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

Granted
20,112

 
26.27

Vested
(8,557
)
 
47.96

Forfeited
(34,880
)
 
36.67

Outstanding at March 31, 2017
1,990,309

 
$
34.22


 Cash Awards
In January 2015, the Partnership granted 30,710 awards that are 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 three months ended March 31, 2017, 3,400 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 $0.3 million as of March 31, 2017, which is expected to be recognized during 2017. The fair value of nonvested cash awards outstanding as of March 31, 2017 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 segments, wholesale and retail, both of which are included as reportable segments. No operating segments have been aggregated in identifying the two reportable segments.
We allocate shared revenue and costs to each segment based on the way our CODM measures segment performance. Partnership overhead costs, interest and other expenses not directly attributable to a reportable segment are allocated based on segment gross profit.
We report EBITDA and Adjusted EBITDA by segment as a measure of segment performance. We define EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense. We define Adjusted EBITDA to include adjustments for non-cash compensation expense, gains and losses on disposal of assets and impairment charges, unrealized gains and losses on commodity derivatives and inventory adjustments.
Wholesale Segment
Our wholesale segment purchases motor fuel primarily from independent refiners and major oil companies and supplies it to our retail segment, to independently-operated dealer stations under long-term supply agreements, and to distributors and other consumers of motor fuel. Also included in the wholesale segment are motor fuel sales to 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, automated teller machines, money orders, prepaid phone cards and wireless services.

The following tables present financial information by segment for the three months ended March 31, 2017 and 2016: 
 
For the Three Months Ended March 31,
 
2017
 
2016
 
Wholesale Segment
 
Retail Segment
 
Intercompany Eliminations
 
Totals
 
Wholesale Segment
 
Retail Segment
 
Intercompany Eliminations
 
Totals
 
(in millions)
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
$
—

 
$
1,516

 
 
 
$
1,516

 
$
—

 
$
1,116

 
 
 
$
1,116

Wholesale motor fuel sales to third parties
2,243

 
—

 
 
 
2,243

 
1,496

 
—

 
 
 
1,496

Wholesale motor fuel sales to affiliates
21

 
—

 
 
 
21

 
7

 
—

 
 
 
7

Merchandise
—

 
540

 
 
 
540

 
—

 
524

 
 
 
524

Rental income
19

 
4

 
 
 
23

 
19

 
3

 
 
 
22

Other
13

 
38

 
 
 
51

 
18

 
32

 
 
 
50

Intersegment sales
1,041

 
35

 
(1,076
)
 
—

 
754

 
31

 
(785
)
 
—

Total revenue
3,337

 
2,133

 
(1,076
)
 
4,394

 
2,294

 
1,706

 
(785
)
 
3,215

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
—

 
137

 
 
 
137

 
—

 
132

 
 
 
132

Wholesale motor fuel
126

 
—

 
 
 
126

 
151

 
—

 
 
 
151

Merchandise
—

 
170

 
 
 
170

 
—

 
166

 
 
 
166

Rental and other
28

 
42

 
 
 
70

 
36

 
26

 
 
 
62

Total gross profit
154

 
349

 
 
 
503

 
187

 
324

 
 
 
511

Total operating expenses
91

 
364

 
 
 
455

 
89

 
330

 
 
 
419

Income (loss) from operations
63

 
(15
)
 
 
 
48

 
98

 
(6
)
 
 
 
92

Interest expense, net
20

 
44

 
 
 
64

 
12

 
16

 
 
 
28

Income (loss) before income taxes
43

 
(59
)
 
 
 
(16
)
 
86

 
(22
)
 
 
 
64

Income tax expense (benefit)
1

 
(18
)
 
 
 
(17
)
 
(1
)
 
3

 
 
 
2

Net income (loss) and comprehensive income (loss)
$
42

 
$
(41
)
 
 
 
$
1

 
$
87

 
$
(25
)
 
 
 
$
62

Depreciation, amortization and accretion
22

 
65

 
 
 
87

 
17

 
61

 
 
 
78

Interest expense, net
20

 
44

 
 
 
64

 
12

 
16

 
 
 
28

Income tax expense (benefit)
1

 
(18
)
 
 
 
(17
)
 
(1
)
 
3

 
 
 
2

EBITDA
85

 
50

 
 
 
135

 
115

 
55

 
 
 
170

Non-cash compensation expense
—

 
4

 
 
 
4

 
2

 
1

 
 
 
3

Loss on disposal of assets
2

 
5

 
 
 
7

 
—

 
1

 
 
 
1

Unrealized gain on commodity derivatives
(5
)
 
—

 
 
 
(5
)
 
(3
)
 
—

 
 
 
(3
)
Inventory adjustments
13

 
1

 
 
 
14

 
(11
)
 
(1
)
 
 
 
(12
)
Adjusted EBITDA
$
95

 
$
60

 
 
 
$
155

 
$
103

 
$
56

 
 
 
$
159

Capital expenditures
$
12

 
$
54

 
 
 
$
66

 
$
37

 
$
59

 
 
 
$
96

Total assets as of March 31, 2017 and December 31, 2016, respectively
$
2,934

 
$
5,520

 
 
 
$
8,454

 
$
3,201

 
$
5,500

 
 
 
$
8,701

Net Income per Unit
Net Income per Unit
Net Income per Unit
Net income per unit applicable to limited partners is computed by dividing limited partners’ interest in net income by the weighted‑average number of outstanding common units. Our net income is allocated to the limited partners in accordance with their respective partnership percentages, after giving effect to any priority income allocations for incentive distributions and distributions on employee unit awards. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit.
In addition to the common units, we identify the IDRs as participating securities and use the two-class method when calculating net income per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, consisting of unvested phantom units.
A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows:
 
For the Three Months Ended March 31,
 
2017
 
2016
 
(in millions, except units and per unit amounts)
Net income and comprehensive income
$
1

 
$
62

Less:
 
 
 
Incentive distribution rights
21

 
20

Distributions on nonvested phantom unit awards
2

 
1

Limited partners' interest in net income (loss)
$
(22
)
 
$
41

Weighted average limited partner units outstanding:
 
 
 
Common - basic
98,609,608

 
87,453,333

Common - equivalents
106,350

 
21,354

Common - diluted
98,715,958

 
87,474,687

Net income (loss) per limited partner unit:
 
 
 
Common - basic and diluted
$
(0.22
)
 
$
0.47

Subsequent Events
Subsequent Events
Subsequent Events
On April 6, 2017, certain subsidiaries of the Partnership (collectively, the “Sellers”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with 7-Eleven, Inc., a Texas corporation (“7-Eleven”) and SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (“SEI Fuel,” and, together with 7-Eleven, referred to herein collectively as “Buyers”). Pursuant to the Purchase Agreement, Sellers have agreed to sell a portfolio of approximately 1,100 company-operated retail fuel outlets in 19 geographic regions, together with ancillary businesses and related assets, including the Laredo Taco Company (the “Business”), for an aggregate purchase price of $3.3 billion, payable in cash, plus the value of inventory at the closing of the transactions contemplated by the Purchase Agreement (the “Closing”) and the assumption of certain liabilities related to the Business by Buyers. The purchase price is subject to certain adjustments, including (i) those relating to specified items that arise during post-signing due diligence and inspections and (ii) individual properties not ultimately being acquired by Buyers due to the failure to obtain necessary third party consents or waivers or because either Buyers or Sellers exercise their respective rights, under certain circumstances, to cause a specific property to be excluded from the transaction. In addition, each of the Partnership and Sunoco LLC have guaranteed Sellers’ obligations under the Purchase Agreement and related ancillary agreements pursuant to a guarantee agreement (the “Guarantee Agreement”) entered into in connection with the Purchase Agreement. In connection with the Closing, Sellers and Buyers and their respective affiliates will enter into a number of ancillary agreements, including a 15-year “take-or-pay” fuel supply agreement between Sunoco LLC and SEI Fuel.
The Closing is expected to occur in the fourth quarter of 2017, and is subject to the satisfaction or waiver of customary closing conditions for a transaction of this type, including the receipt of any approvals required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
With the assistance of a third-party brokerage firm, we have begun marketing efforts with respect to approximately 208 Stripes sites located in certain West Texas, Oklahoma and New Mexico markets in which 7-Eleven is prohibited from operating convenience stores. Our broker is also assisting us in marketing approximately 42 convenience stores in Tennessee and Georgia. These properties will be sold by market in an “all or nothing” format, with bids expected to be due by late May 2017. If the 42 sites in Tennessee and Georgia are not sold in connection with this process, per the Asset Purchase Agreement with 7-Eleven they will be included in the transaction and sold to 7-Eleven.
Summary of Significant Accounting Policies (Policies)
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 dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales.
For retail locations where the Partnership holds inventory, including consignment arrangements, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $288 million and $285 million for the three months ended March 31, 2017 and 2016, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income.
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.
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 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.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed 
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
 
49

Goodwill
 
55

Intangible assets
 
57

Current liabilities
 
(16
)
Net assets
 
171

Cash acquired
 
—

Total cash consideration, net of cash acquired
 
$
171

Accounts Receivable, net (Tables)
Schedule of Accounts Receivable
Accounts receivable, net, consisted of the following:
 
March 31,
2017
 
December 31,
2016
 
(in millions)
Accounts receivable, trade
$
242

 
$
361

Credit card receivables
145

 
133

Vendor receivables for rebates, branding, and other
24

 
21

Other receivables
34

 
27

Allowance for doubtful accounts
(3
)
 
(3
)
Accounts receivable, net
$
442

 
$
539

Inventories, net (Tables)
Schedule of Inventories
Inventories, net, consisted of the following:
 
March 31,
2017
 
December 31,
2016
 
(in millions)
Fuel-retail
$
52

 
$
58

Fuel-wholesale
313

 
364

Fuel-consignment
4

 
5

Merchandise
120

 
123

Equipment and maintenance spare parts
12

 
13

Other
11

 
10

Inventories, net
$
512

 
$
573

Property And Equipment, net (Tables)
Schedule of Property and Equipment
Property and equipment, net, consisted of the following:
 
March 31,
2017
 
December 31,
2016
 
(in millions)
Land
$
1,129

 
$
1,105

Buildings and leasehold improvements
1,487

 
1,491

Equipment
1,141

 
1,141

Construction in progress
267

 
294

Total property and equipment
4,024

 
4,031

Less: accumulated depreciation
725

 
658

Property and equipment, net
$
3,299

 
$
3,373

Goodwill and Other Intangible Assets (Tables)
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:
 
March 31, 2017
 
December 31, 2016
 
Gross Carrying
Amount
 
Accumulated Amortization
 
Net Book Value
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Book Value
 
(in millions)
Indefinite-lived
 
 
 
 
 
 
 
 
 
 
 
Tradenames
$
761

 
$
7

 
$
754

 
$
752

 
$
7

 
$
745

Contractual rights
43

 
—

 
43

 
43

 
—

 
43

Liquor licenses
16

 
—

 
16

 
16

 
—

 
16

Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations including supply agreements
673

 
221

 
452

 
631

 
208

 
423

Favorable leasehold arrangements, net
22

 
6

 
16

 
23

 
6

 
17

Loan origination costs
10

 
5

 
5

 
10

 
4

 
6

Other intangibles
10

 
4

 
6

 
7

 
2

 
5

Intangible assets, net
$
1,535

 
$
243

 
$
1,292

 
$
1,482

 
$
227

 
$
1,255

Accrued Expenses and Other Current Liabilities (Tables)
Schedule of Accrued Liabilities
Current accrued expenses and other current liabilities consisted of the following:
 
March 31,
2017
 
December 31,
2016
 
(in millions)
Wage and other employee-related accrued expenses
$
43

 
$
42

Franchise agreement termination accrual
2

 
2

Accrued tax expense
176

 
154

Accrued insurance
14

 
23

Reserve for environmental remediation, current
4

 
5

Accrued interest expense
56

 
39

Deposits and other
76

 
107

Total
$
371

 
$
372

Long-Term Debt (Tables)
Schedule of Long-term Debt
Long-term debt consisted of the following:
 
March 31,
2017
 
December 31,
2016
 
(in millions)
Term Loan
$
1,243

 
$
1,243

Sale leaseback financing obligation
116

 
117

2014 Revolver
761

 
1,000

6.375% Senior Notes Due 2023
800

 
800

5.500% Senior Notes Due 2020
600

 
600

6.250% Senior Notes Due 2021
800

 
800

Other
24

 
1

Total debt
4,344

 
4,561

Less: current maturities
5

 
5

Less: debt issuance costs
44

 
47

Long-term debt, net of current maturities
$
4,295

 
$
4,509

Other noncurrent liabilities (Tables)
Other Noncurrent Liabilities [Table Text Block] 
 
March 31,
2017
 
December 31, 2016
 
(in millions)
Accrued straight-line rent
$
11

 
$
10

Reserve for underground storage tank removal
58

 
53

Reserve for environmental remediation, long-term
33

 
35

Unfavorable lease liability
28

 
30

Others
48

 
36

Total
$
178

 
$
164

Schedule of Change in Asset Retirement Obligation [Table Text Block] 
 
March 31,
2017
 
December 31, 2016
 
(in millions)
Accrued straight-line rent
$
11

 
$
10

Reserve for underground storage tank removal
58

 
53

Reserve for environmental remediation, long-term
33

 
35

Unfavorable lease liability
28

 
30

Others
48

 
36

Total
$
178

 
$
164

Commitments And Contingencies (Tables)
Schedule of Rent Expense
Net rent expense consisted of the following:
 
For the Three Months Ended March 31,
 
2017
 
2016
 
(in millions)
Cash rent:
 
 
 
Store base rent (1) (2)
$
30

 
$
28

Equipment and other rent (3)
4

 
5

Total cash rent
34

 
33

Non-cash rent:
 
 
 
Straight-line rent
—

 
—

Capital lease offset
—

 
—

Net rent expense
$
34

 
$
33

________________________________
(1)
Rental income includes sublease rental income totaling $6 million and $6 million for the three months ended March 31, 2017 and 2016, respectively.
(2)
Store base rent includes contingent rent expense totaling $5 million and $5 million for the three months ended March 31, 2017 and 2016, respectively.
(3)
Equipment and other rent consists primarily of store equipment and vehicles.
Interest Expense, net (Tables)
Schedule of Interest Expense Net
nterest expense were as follows:
 
For the Three Months Ended March 31,
 
2017
 
2016
 
(in millions)
Interest expense
$
61

 
$
27

Amortization of deferred financing fees
4

 
1

Interest income
(1
)
 
—

Interest expense, net
$
64

 
$
28

Income Tax Expense (Tables)
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 follow:
 
For the Three Months Ended March 31,
 
2017
 
2016
 
(in million)
Tax at statutory federal rate
$
(6
)
 
$
22

Partnership earnings not subject to tax
(10
)
 
(33
)
State and local tax, net of federal benefit
(1
)
 
11

Other
—

 
2

Net income tax expense (benefit)
$
(17
)
 
$
2

Partners' Capital (Tables)
Schedule of Common Units 
Activity of our common units for the three months ended March 31, 2017 is as follows: 
 
Number of Units
Number of common units at December 31, 2016
98,181,046

Common units issued in connection with the ATM
1,268,750

Phantom unit vesting
5,921

Number of common units at March 31, 2017
99,455,717

Schedule of Net Income Allocation By Partners 
The calculation of net income allocated to the partners is as follows (in millions, except per unit amounts):
 
For the Three Months Ended March 31,
 
2017
 
2016
Attributable to Common Units
 
 
 
Distributions (a)
$
82

 
$
78

Distributions in excess of net income
(104
)
 
(40
)
Limited partners' interest in net income (loss)
$
(22
)
 
$
38

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

 
$
0.8173

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 
ash distributions paid or payable during 2017 were as follows:
 
 
Limited Partners
 
 
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
Distribution to IDR Holders
 
 
(in millions, except per unit amounts)
May 16, 2017
 
$
0.8255

 
$
82

 
$
21

February 21, 2017
 
$
0.8255

 
$
81

 
$
21

 
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:
 
For the Three Months Ended March 31,
 
2017
 
2016
 
(in millions)
Phantom common units
$
4

 
$
3

Allocated expense from Parent
—

 
—

Total unit-based compensation expense
$
4

 
$
3

Schedule of Nonvested Share Activity 
A summary of our phantom unit award activity is as follows:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Outstanding at December 31, 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

Granted
20,112

 
26.27

Vested
(8,557
)
 
47.96

Forfeited
(34,880
)
 
36.67

Outstanding at March 31, 2017
1,990,309

 
$
34.22

Segment Reporting (Tables)
Schedule of Segment Reporting Information, by Segment
The following tables present financial information by segment for the three months ended March 31, 2017 and 2016: 
 
For the Three Months Ended March 31,
 
2017
 
2016
 
Wholesale Segment
 
Retail Segment
 
Intercompany Eliminations
 
Totals
 
Wholesale Segment
 
Retail Segment
 
Intercompany Eliminations
 
Totals
 
(in millions)
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
$
—

 
$
1,516

 
 
 
$
1,516

 
$
—

 
$
1,116

 
 
 
$
1,116

Wholesale motor fuel sales to third parties
2,243

 
—

 
 
 
2,243

 
1,496

 
—

 
 
 
1,496

Wholesale motor fuel sales to affiliates
21

 
—

 
 
 
21

 
7

 
—

 
 
 
7

Merchandise
—

 
540

 
 
 
540

 
—

 
524

 
 
 
524

Rental income
19

 
4

 
 
 
23

 
19

 
3

 
 
 
22

Other
13

 
38

 
 
 
51

 
18

 
32

 
 
 
50

Intersegment sales
1,041

 
35

 
(1,076
)
 
—

 
754

 
31

 
(785
)
 
—

Total revenue
3,337

 
2,133

 
(1,076
)
 
4,394

 
2,294

 
1,706

 
(785
)
 
3,215

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
—

 
137

 
 
 
137

 
—

 
132

 
 
 
132

Wholesale motor fuel
126

 
—

 
 
 
126

 
151

 
—

 
 
 
151

Merchandise
—

 
170

 
 
 
170

 
—

 
166

 
 
 
166

Rental and other
28

 
42

 
 
 
70

 
36

 
26

 
 
 
62

Total gross profit
154

 
349

 
 
 
503

 
187

 
324

 
 
 
511

Total operating expenses
91

 
364

 
 
 
455

 
89

 
330

 
 
 
419

Income (loss) from operations
63

 
(15
)
 
 
 
48

 
98

 
(6
)
 
 
 
92

Interest expense, net
20

 
44

 
 
 
64

 
12

 
16

 
 
 
28

Income (loss) before income taxes
43

 
(59
)
 
 
 
(16
)
 
86

 
(22
)
 
 
 
64

Income tax expense (benefit)
1

 
(18
)
 
 
 
(17
)
 
(1
)
 
3

 
 
 
2

Net income (loss) and comprehensive income (loss)
$
42

 
$
(41
)
 
 
 
$
1

 
$
87

 
$
(25
)
 
 
 
$
62

Depreciation, amortization and accretion
22

 
65

 
 
 
87

 
17

 
61

 
 
 
78

Interest expense, net
20

 
44

 
 
 
64

 
12

 
16

 
 
 
28

Income tax expense (benefit)
1

 
(18
)
 
 
 
(17
)
 
(1
)
 
3

 
 
 
2

EBITDA
85

 
50

 
 
 
135

 
115

 
55

 
 
 
170

Non-cash compensation expense
—

 
4

 
 
 
4

 
2

 
1

 
 
 
3

Loss on disposal of assets
2

 
5

 
 
 
7

 
—

 
1

 
 
 
1

Unrealized gain on commodity derivatives
(5
)
 
—

 
 
 
(5
)
 
(3
)
 
—

 
 
 
(3
)
Inventory adjustments
13

 
1

 
 
 
14

 
(11
)
 
(1
)
 
 
 
(12
)
Adjusted EBITDA
$
95

 
$
60

 
 
 
$
155

 
$
103

 
$
56

 
 
 
$
159

Capital expenditures
$
12

 
$
54

 
 
 
$
66

 
$
37

 
$
59

 
 
 
$
96

Total assets as of March 31, 2017 and December 31, 2016, respectively
$
2,934

 
$
5,520

 
 
 
$
8,454

 
$
3,201

 
$
5,500

 
 
 
$
8,701

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:
 
For the Three Months Ended March 31,
 
2017
 
2016
 
(in millions, except units and per unit amounts)
Net income and comprehensive income
$
1

 
$
62

Less:
 
 
 
Incentive distribution rights
21

 
20

Distributions on nonvested phantom unit awards
2

 
1

Limited partners' interest in net income (loss)
$
(22
)
 
$
41

Weighted average limited partner units outstanding:
 
 
 
Common - basic
98,609,608

 
87,453,333

Common - equivalents
106,350

 
21,354

Common - diluted
98,715,958

 
87,474,687

Net income (loss) per limited partner unit:
 
 
 
Common - basic and diluted
$
(0.22
)
 
$
0.47

Organization and Principles of Consolidation - Additional Information (Details)
3 Months Ended 0 Months Ended
Mar. 31, 2017
segment
Apr. 1, 2015
Sunoco LLC [Member]
Apr. 1, 2015
Sunoco LLC [Member]
Mar. 31, 2017
Sunoco LLC [Member]
Minimum [Member]
state
Jan. 1, 2016
Sunoco Retail LLC [Member]
Sep. 30, 2016
Motor Fuels [Member]
Minimum [Member]
state
Sep. 30, 2016
Convenience and Retail Stores [Member]
Minimum [Member]
state
Organization Consolidation And Presentation Of Financial Statements [Line Items]
 
 
 
 
 
 
 
Number of states in which entity operates (more than)
 
 
 
26 
 
30 
20 
Ownership Percentage
 
 
50.10% 
 
100.00% 
 
 
Percentage of membership interest acquired
100.00% 
31.58% 
 
 
 
 
 
Number of operating segments
2 
 
 
 
 
 
 
Summary of Significant Accounting Policies - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Accounting Policies [Abstract]
 
 
Motor fuel and sales taxes
$ 288 
$ 285 
Acquisitions - Additional Information (Details) (USD $)
3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 4 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Apr. 1, 2015
Sunoco LLC and Sunoco Retail LLC [Member]
Mar. 31, 2017
Sunoco LLC and Sunoco Retail LLC [Member]
Mar. 31, 2016
Sunoco LLC and Sunoco Retail LLC [Member]
Jan. 1, 2016
Sunoco Retail LLC [Member]
Apr. 1, 2015
Sunoco LLC [Member]
Mar. 31, 2015
Sunoco LLC [Member]
Dec. 31, 2014
Sunoco LLC [Member]
Apr. 1, 2015
Sunoco LLC [Member]
Dec. 31, 2015
Sunoco Retail L L C [Member]
Aug. 31, 2016
Emerge Energy Services LP [Member]
Aug. 31, 2016
Emerge Energy Services LP [Member]
plant
Boe
Oct. 12, 2016
Denny Oil Company [Member]
property
location
Jun. 22, 2016
Kolkhorst Petroleum Inc. [Member]
property
Jun. 22, 2016
Kolkhorst Petroleum Inc. [Member]
Texas [Member]
Jun. 22, 2016
Kolkhorst Petroleum Inc. [Member]
Texas [Member]
store
Jun. 22, 2016
Valentine Stores, Inc. [Member]
store
property
tract
Jun. 22, 2016
Valentine Stores, Inc. [Member]
tract
Jun. 22, 2016
Valentine Stores, Inc. [Member]
Tim Hortons Restaurant [Member]
property
restaurant
Jun. 22, 2016
Valentine Stores, Inc. [Member]
Tim Hortons Restaurant [Member]
restaurant
Jun. 22, 2016
Valentine Stores, Inc. [Member]
New York [Member]
Jun. 22, 2016
Valentine Stores, Inc. [Member]
New York [Member]
store
Mar. 31, 2016
E T P Dropdown [Member]
Jan. 1, 2016
E T P Dropdown [Member]
Jan. 1, 2016
Sunmarks Limited Liability Company [Member]
Mar. 31, 2017
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]
Sunoco LLC and Sunoco Retail LLC [Member]
Senior Notes [Member]
Mar. 31, 2016
Common Units [Member]
Sunoco LLC [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of membership interest acquired
100.00% 
 
 
 
 
 
31.58% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of membership interest acquired
 
 
 
 
 
100.00% 
 
 
 
50.10% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
68.42% 
100.00% 
 
 
 
 
Business acquisition total purchase price
 
 
$ 775,000,000 
 
 
 
$ 775,000,000 
 
 
 
 
$ 171,000,000 
 
$ 55,000,000 
 
$ 39,000,000 
 
 
 
 
 
$ 78,000,000 
 
 
 
 
 
 
 
 
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares
 
 
 
 
 
 
795,482 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,710,922 
Interest rate, stated percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6.375% 
6.375% 
6.375% 
 
Acquisition of business
 
 
 
0 
(2,200,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(2,200,000,000)
 
 
 
 
 
 
Revenues
4,394,000,000 
3,215,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
1,000,000 
62,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of transmix processing plants acquired
 
 
 
 
 
 
 
 
 
 
 
 
2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Barrels per day able to be processed by transmix plants (over 10,000 barrels)
 
 
 
 
 
 
 
 
 
 
 
 
10,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Barrels of storage capacity of transmix plants (over 800,000)
 
 
 
 
 
 
 
 
 
 
 
 
800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of stores
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14 
 
 
 
 
 
18 
 
 
 
 
 
 
 
Number of fee properties
 
 
 
 
 
 
 
 
 
 
 
 
 
13 
5 
 
 
19 
 
 
 
 
 
 
 
 
 
 
 
 
Number of company-operated locations
 
 
 
 
 
 
 
 
 
 
 
 
 
6 
 
 
 
18 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Dealer-Operated Locations
 
 
 
 
 
 
 
 
 
 
 
 
 
6 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of leased properties
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9 
 
 
 
 
1 
 
 
 
 
 
 
 
 
 
 
Acquisition increased goodwill
 
 
 
 
 
 
 
 
 
 
 
 
 
18,000,000 
19,000,000 
 
 
42,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Number of restaurants acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1 
 
 
 
 
 
 
 
 
 
Number of tracts of land
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3 
 
 
 
 
 
 
 
 
 
 
 
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual
 
 
 
 
 
 
 
2,400,000,000 
5,500,000,000 
 
1,500,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual
 
 
 
 
 
 
 
$ 25,000,000 
$ 73,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisitions (Recognized Identified Assets Acquired and Liabilities Assumed) (Details) (USD $)
In Millions, unless otherwise specified
0 Months Ended 0 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Mar. 31, 2016
E T P Dropdown [Member]
Aug. 31, 2016
Emerge Energy Services LP [Member]
Aug. 31, 2016
Emerge Energy Services LP [Member]
Apr. 1, 2015
Sunoco LLC [Member]
Aug. 31, 2014
Sunoco LLC [Member]
Apr. 1, 2015
Sunoco LLC and Sunoco Retail LLC [Member]
Mar. 31, 2017
Sunoco LLC and Sunoco Retail LLC [Member]
Mar. 31, 2016
Sunoco LLC and Sunoco Retail LLC [Member]
Aug. 31, 2014
Sunoco Retail LLC [Member]
Aug. 31, 2014
Sunoco LLC and Sunoco Retail [Member]
Aug. 31, 2014
Sunoco LLC and Sunoco Retail [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Business acquisition total purchase price
 
 
 
$ 171 
 
$ 775 
 
$ 775 
 
 
 
 
 
Payments to Acquire Businesses, Gross
 
 
2,200 
 
 
 
 
 
0 
2,200 
 
 
 
Current assets
 
 
 
 
26 
 
1,107 
 
 
 
329 
 
1,436 
Property and equipment
 
 
 
 
49 
 
384 
 
 
 
710 
 
1,094 
Goodwill
2,612 
2,618 
 
 
55 
 
0 
 
 
 
1,289 
 
1,289 
Intangible assets
 
 
 
 
57 
 
182 
 
 
 
294 
 
476 
Current liabilities
 
 
 
 
(16)
 
(641)
 
 
 
(146)
 
(787)
Net assets
 
 
 
 
 
 
1,027 
 
 
 
2,136 
 
3,163 
Cash acquired
 
 
 
0 
 
 
 
 
 
 
 
(24)
 
Total cash consideration, net of cash acquired
 
 
 
 
 
 
 
 
 
 
 
2,951 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets
 
 
 
 
 
 
2 
 
 
 
0 
 
2 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other
 
 
 
 
 
 
(7)
 
 
 
(340)
 
(347)
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Deemed Contribution
 
 
 
 
 
 
 
 
 
 
 
 
$ (188)
Accounts Receivable, net ((Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Allowance for doubtful accounts
$ (3)
$ (3)
Accounts receivable, net
442 
539 
Trade Accounts Receivable [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
242 
361 
Credit Card Receivable [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
145 
133 
Vendor receivables for rebates, branding and other [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
24 
21 
Other Receivables [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
$ 34 
$ 27 
Inventories, net (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Inventory Disclosure [Abstract]
 
 
Fuel-retail
$ 52 
$ 58 
Fuel-wholesale
313 
364 
Fuel-consignment
4 
5 
Merchandise
120 
123 
Equipment and maintenance spare parts
12 
13 
Other
11 
10 
Inventories, net
$ 512 
$ 573 
Property And Equipment, net (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
$ 4,024 
$ 4,031 
Less: accumulated depreciation
725 
658 
Property and equipment, net
3,299 
3,373 
Land [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
1,129 
1,105 
Buildings and leasehold improvements [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
1,487 
1,491 
Equipment [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
1,141 
1,141 
Construction in progress [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
$ 267 
$ 294 
Goodwill and Other Intangible Assets (Intangible Assets) - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Finite Lived Intangible Assets [Line Items]
 
 
Impairment of Intangible Assets (Excluding Goodwill)
 
$ 32 
Goodwill
2,612 
2,618 
Impairment in goodwill
$ 0 
$ 642 
Customer Relations And Supply Agreements [Member] |
Weighted Average [Member]
 
 
Finite Lived Intangible Assets [Line Items]
 
 
Remaining weighted-average life
9 years 
 
Favorable leasehold arrangements, net [Member] |
Weighted Average [Member]
 
 
Finite Lived Intangible Assets [Line Items]
 
 
Remaining weighted-average life
11 years 
 
Noncompete Agreements |
Weighted Average [Member]
 
 
Finite Lived Intangible Assets [Line Items]
 
 
Remaining weighted-average life
12 years 
 
Deferred Loan Origination Costs |
Weighted Average [Member]
 
 
Finite Lived Intangible Assets [Line Items]
 
 
Remaining weighted-average life
3 years 
 
Goodwill and Other Intangible Assets (Intangible Assets) (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
$ 1,535 
$ 1,482 
Finite-lived intangible assets, Accumulated amortization
243 
227 
Intangible assets, net
1,292 
1,255 
Customer Relations And Supply Agreements [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
673 
631 
Finite-lived intangible assets, Accumulated amortization
221 
208 
Finite-lived intangible assets, Net
452 
423 
Favorable leasehold arrangements, net [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
22 
23 
Finite-lived intangible assets, Accumulated amortization
6 
6 
Finite-lived intangible assets, Net
16 
17 
Deferred Loan Origination Costs
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
10 
10 
Finite-lived intangible assets, Accumulated amortization
5 
4 
Finite-lived intangible assets, Net
5 
6 
Other [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
10 
7 
Finite-lived intangible assets, Accumulated amortization
4 
2 
Finite-lived intangible assets, Net
6 
5 
Trade Names [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Other Indefinite-lived Intangible Assets, Gross Carrying Amount
761 
752 
Other Indefinite-lived Intangible Assets, Accumulated Amortization
7 
7 
Other Indefinite-lived Intangible Assets
754 
745 
Contractual Rights [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Other Indefinite-lived Intangible Assets, Gross Carrying Amount
43 
43 
Other Indefinite-lived Intangible Assets, Accumulated Amortization
0 
0 
Other Indefinite-lived Intangible Assets
43 
43 
Liquor Licenses [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Other Indefinite-lived Intangible Assets, Gross Carrying Amount
16 
16 
Other Indefinite-lived Intangible Assets, Accumulated Amortization
0 
0 
Other Indefinite-lived Intangible Assets
$ 16 
$ 16 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Accrued Expenses And Other Current Liabilities [Abstract]
 
 
Wage and other employee-related accrued expenses
$ 43 
$ 42 
Franchise agreement termination accrual
2 
2 
Accrued tax expense
176 
154 
Accrued insurance
14 
23 
Reserve for environmental remediation, current
4 
5 
Accrued interest expense
56 
39 
Deposits and other
76 
107 
Total
$ 371 
$ 372 
Long-Term Debt (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Dec. 31, 2016
Term Loan [Member]
Mar. 31, 2017
2014 Revolver [Member]
Dec. 31, 2016
2014 Revolver [Member]
Mar. 31, 2017
6.375% Senior Notes Due 2023 [Member]
Senior Notes [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]
Mar. 31, 2017
5.500% Senior Notes Due 2020 [Member]
Senior Notes [Member]
Dec. 31, 2016
5.500% Senior Notes Due 2020 [Member]
Senior Notes [Member]
Jul. 20, 2015
5.500% Senior Notes Due 2020 [Member]
Senior Notes [Member]
Mar. 31, 2017
6.250% Senior Notes Due 2021 [Member]
Senior Notes [Member]
Dec. 31, 2016
6.250% Senior Notes Due 2021 [Member]
Senior Notes [Member]
Apr. 7, 2016
6.250% Senior Notes Due 2021 [Member]
Senior Notes [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Term Loan
 
 
$ 1,243 
 
 
 
 
$ 800 
 
 
$ 600 
 
 
$ 800 
Sale leaseback financing obligation
116 
117 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit
761 
1,000 
 
761 
1,000 
 
 
 
 
 
 
 
 
 
Senior notes
 
 
 
 
 
800 
800 
 
600 
600 
 
800 
800 
 
Interest rate, stated percentage
 
 
 
 
 
6.375% 
 
6.375% 
5.50% 
 
5.50% 
6.25% 
 
6.25% 
Capital lease obligation and notes payable
24 
1 
 
 
 
 
 
 
 
 
 
 
 
 
Total debt
4,344 
4,561 
 
 
 
 
 
 
 
 
 
 
 
 
Less: current maturities
5 
5 
 
 
 
 
 
 
 
 
 
 
 
 
Less: debt issuance costs
44 
47 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt, net of current maturities
$ 4,295 
$ 4,509 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value, Measurement Inputs, Disclosure [Text Block]
4.4 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-Term Debt (Term Loan) (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
Dec. 31, 2016
Term Loan [Member]
Mar. 31, 2017
Medium-term Notes [Member]
Mar. 31, 2016
Medium-term Notes [Member]
Mar. 31, 2016
Medium-term Notes [Member]
Maximum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Sep. 30, 2016
Medium-term Notes [Member]
Maximum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Mar. 31, 2016
Medium-term Notes [Member]
Maximum [Member]
Base Rate [Member]
Sep. 30, 2016
Medium-term Notes [Member]
Maximum [Member]
Base Rate [Member]
Mar. 31, 2016
Medium-term Notes [Member]
Minimum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Sep. 30, 2016
Medium-term Notes [Member]
Minimum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Mar. 31, 2016
Medium-term Notes [Member]
Minimum [Member]
Base Rate [Member]
Sep. 30, 2016
Medium-term Notes [Member]
Minimum [Member]
Base Rate [Member]
Mar. 31, 2019
Scenario, Forecast [Member]
Medium-term Notes [Member]
Dec. 31, 2018
Scenario, Forecast [Member]
Medium-term Notes [Member]
Sep. 30, 2018
Scenario, Forecast [Member]
Medium-term Notes [Member]
Jun. 30, 2018
Scenario, Forecast [Member]
Medium-term Notes [Member]
Mar. 31, 2018
Scenario, Forecast [Member]
Medium-term Notes [Member]
Dec. 31, 2017
Scenario, Forecast [Member]
Medium-term Notes [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Covenant, Leverage Ratio, Certain Acquisitions Threshold
 
 
$ 50,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Face amount
$ 1,243,000,000 
$ 1,243,000,000 
$ 2,035,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
 
3.00% 
3.00% 
2.00% 
2.00% 
1.50% 
2.75% 
0.50% 
1.75% 
 
 
 
 
 
 
Debt Instrument, Covenant, Leverage Ratio
 
 
 
 
 
 
 
 
 
 
 
5.5 
5.75 
6.0 
6.25 
6.5 
6.75 
Debt Instrument, Covenant, Leverage Ratio, Certain Acquisitions
 
 
 
 
 
 
 
 
 
 
 
6.0 
 
 
 
 
 
Long-Term Debt (5.500% Senior Notes Due 2020) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 0 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Oct. 4, 2016
Senior Notes [Member]
5.500% Senior Notes Due 2020 [Member]
Jul. 20, 2015
Senior Notes [Member]
5.500% Senior Notes Due 2020 [Member]
Mar. 31, 2017
Senior Notes [Member]
5.500% Senior Notes Due 2020 [Member]
Jul. 20, 2015
Senior Notes [Member]
5.500% Senior Notes Due 2020 [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
Face amount
 
 
 
 
 
$ 600 
Interest rate, stated percentage
 
 
 
 
5.50% 
5.50% 
Proceeds from issuance of Senior Notes
0 
2,035 
 
593 
 
 
Liquidated damages in the form of additional interest
 
 
$ 0 
 
 
 
Long-Term Debt (6.250% Senior Notes Due 2021) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 0 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Apr. 7, 2016
Senior Notes [Member]
6.250% Senior Notes Due 2021 [Member]
Mar. 31, 2017
Senior Notes [Member]
6.250% Senior Notes Due 2021 [Member]
Apr. 7, 2016
Senior Notes [Member]
6.250% Senior Notes Due 2021 [Member]
Debt Instrument [Line Items]
 
 
 
 
 
Face amount
 
 
 
 
$ 800 
Interest rate, stated percentage
 
 
 
6.25% 
6.25% 
Proceeds from issuance of long-term debt
$ 0 
$ 2,035 
$ 789 
 
 
Long-Term Debt (6.375% Senior Notes Due 2023) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 0 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Oct. 4, 2016
Senior Notes [Member]
6.375% Senior Notes Due 2023 [Member]
Apr. 1, 2015
Senior Notes [Member]
6.375% Senior Notes Due 2023 [Member]
Mar. 31, 2017
Senior Notes [Member]
6.375% Senior Notes Due 2023 [Member]
Apr. 1, 2015
Senior Notes [Member]
6.375% Senior Notes Due 2023 [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
Face amount
 
 
 
 
 
$ 800 
Interest rate, stated percentage
 
 
 
 
6.375% 
6.375% 
Proceeds from issuance of Senior Notes
0 
2,035 
 
787 
 
 
Liquidated damages in the form of additional interest
 
 
$ 2 
 
 
 
Long-Term Debt (Revolving Credit Agreement) (Details) (USD $)
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
Mar. 31, 2017
Dec. 31, 2016
Apr. 4, 2013
dealer
Mar. 31, 2017
2014 Revolver [Member]
Dec. 31, 2016
2014 Revolver [Member]
Apr. 10, 2015
Revolving Credit Agreement [Member]
Sep. 30, 2016
Revolving Credit Agreement [Member]
Minimum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Sep. 30, 2016
Revolving Credit Agreement [Member]
Minimum [Member]
Base Rate [Member]
Sep. 30, 2016
Revolving Credit Agreement [Member]
Maximum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Sep. 30, 2016
Revolving Credit Agreement [Member]
Maximum [Member]
Base Rate [Member]
Mar. 31, 2017
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Apr. 10, 2015
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Incremental Addition to One Month LIBOR [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Incremental Addition to Federal Funds Rate [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Minimum [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Minimum [Member]
Applicable Margin on LIBOR Loan [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Minimum [Member]
Applicable Margin on Base Rate Loan [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Maximum [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Maximum [Member]
Applicable Margin on LIBOR Loan [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Maximum [Member]
Applicable Margin on Base Rate Loan [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
External Credit Rating, Investment Grade [Member]
Minimum [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
External Credit Rating, Investment Grade [Member]
Minimum [Member]
Applicable Margin on LIBOR Loan [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
External Credit Rating, Investment Grade [Member]
Minimum [Member]
Applicable Margin on Base Rate Loan [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
External Credit Rating, Investment Grade [Member]
Maximum [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
External Credit Rating, Investment Grade [Member]
Maximum [Member]
Applicable Margin on LIBOR Loan [Member]
Mar. 31, 2019
Revolving Credit Agreement [Member]
Scenario, Forecast [Member]
Dec. 31, 2018
Revolving Credit Agreement [Member]
Scenario, Forecast [Member]
Sep. 30, 2018
Revolving Credit Agreement [Member]
Scenario, Forecast [Member]
Jun. 30, 2018
Revolving Credit Agreement [Member]
Scenario, Forecast [Member]
Mar. 31, 2018
Revolving Credit Agreement [Member]
Scenario, Forecast [Member]
Dec. 31, 2017
Revolving Credit Agreement [Member]
Scenario, Forecast [Member]
Mar. 31, 2016
Medium-term Notes [Member]
Mar. 31, 2016
Medium-term Notes [Member]
Minimum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Sep. 30, 2016
Medium-term Notes [Member]
Minimum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Mar. 31, 2016
Medium-term Notes [Member]
Minimum [Member]
Base Rate [Member]
Sep. 30, 2016
Medium-term Notes [Member]
Minimum [Member]
Base Rate [Member]
Mar. 31, 2016
Medium-term Notes [Member]
Maximum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Sep. 30, 2016
Medium-term Notes [Member]
Maximum [Member]
London Interbank Offered Rate (LIBOR) [Member]
Mar. 31, 2016
Medium-term Notes [Member]
Maximum [Member]
Base Rate [Member]
Sep. 30, 2016
Medium-term Notes [Member]
Maximum [Member]
Base Rate [Member]
Mar. 31, 2019
Medium-term Notes [Member]
Scenario, Forecast [Member]
Dec. 31, 2018
Medium-term Notes [Member]
Scenario, Forecast [Member]
Sep. 30, 2018
Medium-term Notes [Member]
Scenario, Forecast [Member]
Jun. 30, 2018
Medium-term Notes [Member]
Scenario, Forecast [Member]
Mar. 31, 2018
Medium-term Notes [Member]
Scenario, Forecast [Member]
Dec. 31, 2017
Medium-term Notes [Member]
Scenario, Forecast [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of Credit Facility, Maximum Borrowing Capacity
 
 
 
 
 
 
 
 
 
 
 
$ 1,500,000,000 
$ 1,250,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of Credit Facility, Additional Borrowing Capacity
 
 
 
 
 
 
 
 
 
 
 
250,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
 
 
 
 
2.75% 
1.75% 
3.00% 
2.00% 
 
 
 
1.00% 
0.50% 
 
1.50% 
0.50% 
 
3.00% 
2.00% 
0.125% 
1.125% 
 
1.00% 
2.00% 
 
 
 
 
 
 
 
1.50% 
2.75% 
0.50% 
1.75% 
3.00% 
3.00% 
2.00% 
2.00% 
 
 
 
 
 
 
Commitment fee percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.25% 
 
 
0.50% 
 
 
 
 
0.125% 
0.275% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Additional Collateral For Debt
 
 
 
 
 
 
 
 
 
 
 
 
66.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving line of credit
761,000,000 
1,000,000,000 
 
761,000,000 
1,000,000,000 
 
 
 
 
 
761,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Letters of Credit Outstanding, Amount
 
 
 
 
 
 
 
 
 
 
21,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current borrowing capacity
 
 
 
 
 
 
 
 
 
 
718,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number Of Dealer Operated Sites
 
 
50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Covenant, Leverage Ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.5 
5.75 
6.0 
6.25 
6.5 
6.75 
 
 
 
 
 
 
 
 
 
5.5 
5.75 
6.0 
6.25 
6.5 
6.75 
Debt Instrument, Covenant, Leverage Ratio, Certain Acquisitions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6.0 
 
 
 
 
 
Debt Instrument, Covenant, Leverage Ratio, Certain Acquisitions Threshold
 
 
 
 
 
$ 50,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 50,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-Term Debt (Sale Leaseback Financing Obligation) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Apr. 4, 2013
company
dealer
Debt Disclosure [Abstract]
 
 
 
Number of companies completed sale leaseback transaction
 
 
2 
Number of dealer operated sites
 
 
50 
Sale Leaseback Transaction, Imputed Interest Rate
5.125% 
 
 
Sale leaseback financing obligation
$ 116 
$ 117 
 
Other noncurrent liabilities Other noncurrent liabilities(Details) (USD $)
In Millions, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Other Noncurrent Liabilities [Abstract]
 
 
Accrued Environmental Loss Contingencies, Noncurrent
$ 33 
$ 35 
Off-market Lease, Unfavorable
28 
30 
Other Sundry Liabilities, Noncurrent
48 
36 
Deferred Rent Credit, Noncurrent
11 
10 
Reserve for underground storage tank removal
$ 58 
$ 53 
Related-Party Transactions - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 3 Months Ended
Mar. 31, 2017
agreement
Mar. 31, 2016
Dec. 31, 2016
Mar. 31, 2017
Philadelphia Energy Solutions Refining and Marketing [Member]
agreement
Mar. 31, 2017
Merrill Lynch Commodities [Member]
agreement
Sep. 25, 2012
Susser [Member]
store
Mar. 31, 2017
Susser [Member]
Sep. 30, 2016
Susser [Member]
store
Mar. 31, 2017
Sunoco Retail LLC [Member]
Mar. 31, 2017
Affiliated Entity [Member]
Mar. 31, 2016
Affiliated Entity [Member]
Dec. 31, 2016
Affiliated Entity [Member]
Mar. 31, 2017
Affiliated Entity [Member]
Sunoco LLC [Member]
Dec. 31, 2016
Affiliated Entity [Member]
Sunoco LLC [Member]
Related Party Transaction [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Related products purchase agreements
2 
 
 
1 
1 
 
 
 
 
 
 
 
 
 
Purchase agreements renewal term
12 months 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution agreement term
 
 
 
 
 
 
10 years 
 
10 years 
 
 
 
 
 
Profit margin
 
 
 
 
 
 
0.03 
 
0.04 
 
 
 
 
 
Purchase option term
 
 
 
 
 
3 years 
 
 
 
 
 
 
 
 
Number of convenience stores
 
 
 
 
 
75 
 
 
 
 
 
 
 
 
Commercial agreement, initial term
 
 
 
 
 
15 years 
 
 
 
 
 
 
 
 
Exclusive distributor, term
 
 
 
 
 
10 years 
 
 
 
 
 
 
 
 
Number of convenience stores, sale lease back transactions completed
 
 
 
 
 
 
 
75 
 
 
 
 
 
 
Advances from affiliates
$ 1 
 
$ 87 
 
 
 
 
 
 
 
 
 
$ 1 
$ 87 
Repayment of Line of credit
857 
447 
 
 
 
 
 
 
 
 
 
 
 
 
Receivables from affiliates
13 
 
3 
 
 
 
 
 
 
13 
 
3 
 
 
Accounts payable to affiliates
111 
 
109 
 
 
 
 
 
 
111 
 
109 
 
 
Motor fuel sales to affiliates
21 
7 
 
 
 
 
 
 
 
21 
7 
 
 
 
Bulk fuel purchase from affiliates
 
 
 
 
 
 
 
 
 
$ 545 
$ 340 
 
 
 
Commitments And Contingencies (Leases) (Details)
9 Months Ended
Sep. 30, 2016
Minimum [Member]
 
Operating Leased Assets [Line Items]
 
Lease term
5 years 
Maximum [Member]
 
Operating Leased Assets [Line Items]
 
Lease term
15 years 
Commitments And Contingencies (Leases, Schedule of Rent Expense) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Cash rent:
 
 
Store base rent
$ 30 
$ 28 
Equipment and other rent
4 
5 
Total cash rent
34 
33 
Non-cash rent:
 
 
Straight-line rent
0 
0 
Capital lease offset
0 
0 
Net rent expense
34 
33 
Store base rent, sublease rental income
6 
6 
Store base rent, contingent rent expense
$ 5 
$ 5 
Interest Expense, net (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Interest Income (Expense), Net [Abstract]
 
 
Interest expense
$ 61 
$ 27 
Amortization of deferred financing fees
4 
1 
Interest income
(1)
0 
Interest expense, net
$ 64 
$ 28 
Income Tax Expense (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Income Tax Disclosure [Abstract]
 
 
Tax at statutory federal rate
$ (6)
$ 22 
Partnership earnings not subject to tax
(10)
(33)
State and local tax, net of federal benefit
(1)
11 
Other
0 
2 
Net income tax expense (benefit)
$ (17)
$ 2 
Partners' Capital Narrative (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Schedule of Partners' Capital [Line Items]
 
 
Percentage of membership interest acquired
100.00% 
 
Common Units - Public [Member]
 
 
Schedule of Partners' Capital [Line Items]
 
 
Limited Partners' Capital Account, Units Outstanding
53,704,891 
52,430,220 
Common Units [Member]
 
 
Schedule of Partners' Capital [Line Items]
 
 
Limited Partners' Capital Account, Units Outstanding
99,455,717 
98,181,046 
Partners' Capital Account, Public Sale of Units, Amount Authorized
$ 400 
 
Partners' Capital Account, Units, Sale of Units
1,268,750 
 
Partners' Capital Account, Private Placement of Units
33 
 
Payments of Stock Issuance Costs
0 
 
Equity Distribution, Remaining Available Authorized Amount
$ 295 
 
Parent Company [Member]
 
 
Schedule of Partners' Capital [Line Items]
 
 
Percentage of membership interest acquired
46.00% 
 
Parent Company [Member] |
Common Units [Member]
 
 
Schedule of Partners' Capital [Line Items]
 
 
Limited Partners' Capital Account, Units Outstanding
45,750,826 
 
Partners' Capital (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended 3 Months Ended 3 Months Ended
Mar. 31, 2017
Mar. 31, 2017
Class C Units [Member]
Dec. 31, 2015
Class C Units [Member]
Jan. 1, 2016
Class C Units [Member]
Mar. 31, 2017
Common Units [Member]
Dec. 31, 2016
Common Units [Member]
Mar. 31, 2017
Common Units - Public [Member]
Dec. 31, 2016
Common Units - Public [Member]
Mar. 31, 2017
Parent Company [Member]
Mar. 31, 2017
Parent Company [Member]
Common Units [Member]
Jan. 1, 2016
Aloha Petroleum, Ltd [Member]
Class C Units [Member]
Jan. 1, 2016
Subsidiaries [Member]
Class C Units [Member]
Schedule of Partners' Capital [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Account, Private Placement of Units
 
 
 
 
$ 33 
 
 
 
 
 
 
 
Payments of Stock Issuance Costs
 
 
 
 
0 
 
 
 
 
 
 
 
Partners' Capital Account, Public Sale of Units, Amount Authorized
 
 
 
 
400 
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
 
 
 
 
99,455,717 
98,181,046 
53,704,891 
52,430,220 
 
45,750,826 
5,242,113 
11,168,667 
Percentage of membership interest acquired
100.00% 
 
 
 
 
 
 
 
46.00% 
 
 
 
Common unit, issuance value (in dollars per share)
 
 
$ 38.5856 
 
 
 
 
 
 
 
 
 
Number of trading days in period
 
 
5 years 
 
 
 
 
 
 
 
 
 
Eligible distributions per unit (in dollars per share)
 
$ 0.8682 
 
 
 
 
 
 
 
 
 
 
Other certain allocation percentage
 
1.00% 
 
 
 
 
 
 
 
 
 
 
Distribution Made to Limited Partner, Cash Distributions Declared
 
14 
 
 
 
 
 
 
 
 
 
 
Units exchanged (in shares)
 
16,410,780 
 
16,410,780 
 
 
 
 
 
 
 
 
Equity Distribution, Remaining Available Authorized Amount
 
 
 
 
$ 295 
 
 
 
 
 
 
 
Partners' Capital (Schedule of Common Units) (Details) (Common Units [Member])
3 Months Ended
Mar. 31, 2017
Mar. 31, 2017
Common Units [Member]
 
 
Class of Stock [Line Items]
 
 
Phantom unit vesting (in shares)
5,921 
 
Common units issued in connection the ATM (in shares)
1,268,750 
 
Limited Partners' Capital Account, Units Outstanding
98,181,046 
99,455,717 
Partners' Capital (Allocations of Net Income) (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Schedule of Partners' Capital [Line Items]
 
 
Limited partners' interest in net income
 
$ 41 
Common Units [Member]
 
 
Schedule of Partners' Capital [Line Items]
 
 
Distributions
82 
78 
Distributions in excess of income
(104)
(40)
Limited partners' interest in net income
$ (22)
$ 38 
Cash distribution per common unit (in shares)
$ 0.8255 
$ 0.8173 
Partners' Capital (Incentive Distribution Rights) (Details)
3 Months Ended
Mar. 31, 2017
Minimum Quarterly Distribution [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.4375 
Minimum Quarterly Distribution [Member] |
Common Units [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
100.00% 
Minimum Quarterly Distribution [Member] |
Incentive Distribution Rights [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
0.00% 
First Target Distribution [Member] |
Common Units [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
100.00% 
First Target Distribution [Member] |
Incentive Distribution Rights [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
0.00% 
First Target Distribution [Member] |
Minimum [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.4375 
First Target Distribution [Member] |
Maximum [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.5031250 
Second Target Distribution [Member] |
Common Units [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
85.00% 
Second Target Distribution [Member] |
Incentive Distribution Rights [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
15.00% 
Second Target Distribution [Member] |
Minimum [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.503125 
Second Target Distribution [Member] |
Maximum [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.546875 
Third Target Distribution [Member] |
Common Units [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
75.00% 
Third Target Distribution [Member] |
Incentive Distribution Rights [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
25.00% 
Third Target Distribution [Member] |
Minimum [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.546875 
Third Target Distribution [Member] |
Maximum [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.656250 
Distributions Thereafter [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.656250 
Distributions Thereafter [Member] |
Common Units [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
50.00% 
Distributions Thereafter [Member] |
Incentive Distribution Rights [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
50.00% 
Partners' Capital (Cash Distributions) (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
0 Months Ended 3 Months Ended
Feb. 21, 2017
Aug. 15, 2016
Mar. 31, 2017
Mar. 31, 2016
Distribution Made To Managing Member Or General Partner [Line Items]
 
 
 
 
Per Unit Distribution (in dollars per share)
$ 0.8255 
$ 0.8255 
 
 
Total Cash Distribution
$ 81 
$ 82 
$ 104 
$ 87 
Distribution to IDR Holders
$ 21 
$ 21 
$ 21 
$ 20 
Partners' Capital Series A Preferred Units (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 0 Months Ended
Mar. 31, 2017
Series A Preferred Units [Member]
Mar. 30, 2017
Series A Preferred Units [Member]
Mar. 30, 2017
Series A Preferred Units [Member]
Distribution to preferred units, per unit
 
10.00% 
 
Distribution Made to Limited Partner, Cash Distributions Declared
$ 0 
 
 
Shares Issued, Price Per Share
 
 
$ 25.0000 
Preferred Units, Issued
 
 
12,000,000 
Partners' Capital Account, Private Placement of Units
 
$ 300 
 
Unit-Based Compensation (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Non-cash equity based compensation expense
$ 4 
$ 3 
Phantom common units [Member]
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Non-cash equity based compensation expense
4 
3 
Allocated from ETP [Member]
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
Allocated Share-based Compensation Expense
$ 0 
$ 0 
Unit-Based Compensation (Phantom Common Unit Awards) - Additional Information(Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Phantom common units [Member]
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options
$ 35 
Fair Value Of Nonvested Service Phantom Units
$ 68 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
4 years 23 days 
Share Based Compensation Award Tranche One [Member] |
Phantom common units [Member]
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage
60.00% 
Share Based Compensation Award Tranche One [Member] |
Maximum [Member] |
Non-employee director [Member] |
2012 Long Term Incentive Plan [Member]
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
Vesting Period
3 years 
Share Based Compensation Award Tranche Two [Member] |
Phantom common units [Member]
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage
40.00% 
Unit-Based Compensation (Phantom Common Unit Awards) (Details) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
Non-vested at beginning of the period, Weighted Average Grant Date Fair Value (in dollars per share)
$ 34.43 
$ 41.19 
Granted, Weighted Average Grant Date Fair Value (in dollars per share)
$ 26.27 
$ 26.95 
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share)
$ 36.67 
$ 39.77 
Non-vested at end of period, Weighted Average Grant Date Fair Value (in dollars per share)
$ 34.22 
$ 34.43 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value
$ 47.96 
$ 36.98 
Phantom common units [Member]
 
 
Nonvested, Number of Shares [Roll Forward]
 
 
Non-vested at beginning of period (in shares)
2,013,634 
1,147,048 
Granted (in shares)
20,112 
966,337 
Non-vested at end of period (in shares)
1,990,309 
2,013,634 
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares
8,557 
1,240 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares
(34,880)
(98,511)
Unit-Based Compensation (Cash Awards) - Additional Information (Details) (USD $)
In Millions, except Share data, unless otherwise specified
1 Months Ended 3 Months Ended
Sep. 30, 2015
Jan. 31, 2015
Mar. 31, 2017
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)
 
 
3,400 
Fair value of nonvested awards outstanding
 
 
$ 1 
Unrecognized compensation cost
 
 
$ 0 
Long-Term Cash Restricted Unit Plan [Member] |
Cash Awards [Member] |
Share Based Compensation Award Tranche One [Member]
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Vesting percentage of awards granted
 
 
100.00% 
Maximum [Member] |
Director [Member] |
2012 Long Term Incentive Plan [Member] |
Share Based Compensation Award Tranche One [Member]
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Vesting Period
 
 
3 years 
Segment Reporting - Additional Information (Details)
3 Months Ended
Mar. 31, 2017
segment
Segment Reporting Information [Line Items]
 
Number of operating segments
2 
Number of reportable segments
2 
Minimum [Member] |
Wholesale Segment [Member]
 
Segment Reporting Information [Line Items]
 
Number of states in which entity operates
30 
Minimum [Member] |
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
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2016
Segment Reporting Information [Line Items]
 
 
 
Retail motor fuel
$ 1,516 
$ 1,116 
 
Wholesale motor fuel sales to third parties
2,243 
1,496 
 
Wholesale motor fuel sales to affiliates
21 
7 
 
Merchandise
540 
524 
 
Rental income
23 
22 
 
Other
51 
50 
 
Intersegment
0 
0 
 
Total revenues
4,394 
3,215 
 
Gross Profit, Motor Fuel - Retail
137 
132 
 
Gross Profit, Motor Fuel - Wholesale
126 
151 
 
Gross Profit, Merchandise
170 
166 
 
Gross Profit, Other
70 
62 
 
Gross profit
503 
511 
 
Total operating expenses
455 
419 
 
Income from operations
48 
92 
 
Interest expense, net
64 
28 
 
Income before income taxes
(16)
64 
 
Net income tax expense (benefit)
(17)
2 
 
Net income and comprehensive income
1 
62 
 
Depreciation, amortization and accretion
87 
78 
 
EBITDA
135 
170 
 
Non-cash compensation expense
4 
3 
 
Loss (gain) on disposal of assets
(7)
1 
 
Unrealized loss on commodity derivatives
5 
3 
 
Inventory fair value adjustments
(14)
(12)
 
Adjusted EBITDA
155 
159 
 
Capital expenditures
66 
96 
 
Total assets at end of period
8,454 
 
8,701 
Operating Segments [Member] |
Wholesale Segment [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Retail motor fuel
0 
0 
 
Wholesale motor fuel sales to third parties
2,243 
1,496 
 
Wholesale motor fuel sales to affiliates
21 
7 
 
Merchandise
0 
0 
 
Rental income
19 
19 
 
Other
13 
18 
 
Intersegment
1,041 
754 
 
Total revenues
3,337 
2,294 
 
Gross Profit, Motor Fuel - Retail
0 
0 
 
Gross Profit, Motor Fuel - Wholesale
126 
151 
 
Gross Profit, Merchandise
0 
0 
 
Gross Profit, Other
28 
36 
 
Gross profit
154 
187 
 
Total operating expenses
91 
89 
 
Income from operations
63 
98 
 
Interest expense, net
20 
12 
 
Income before income taxes
43 
86 
 
Net income tax expense (benefit)
1 
(1)
 
Net income and comprehensive income
42 
87 
 
Depreciation, amortization and accretion
22 
17 
 
EBITDA
85 
115 
 
Non-cash compensation expense
0 
2 
 
Loss (gain) on disposal of assets
2 
0 
 
Unrealized loss on commodity derivatives
(5)
(3)
 
Inventory fair value adjustments
(13)
(11)
 
Adjusted EBITDA
95 
103 
 
Capital expenditures
12 
37 
 
Total assets at end of period
2,934 
 
3,201 
Operating Segments [Member] |
Retail Segment [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Retail motor fuel
1,516 
1,116 
 
Wholesale motor fuel sales to third parties
0 
0 
 
Wholesale motor fuel sales to affiliates
0 
0 
 
Merchandise
540 
524 
 
Rental income
4 
3 
 
Other
38 
32 
 
Intersegment
35 
31 
 
Total revenues
2,133 
1,706 
 
Gross Profit, Motor Fuel - Retail
137 
132 
 
Gross Profit, Motor Fuel - Wholesale
0 
0 
 
Gross Profit, Merchandise
170 
166 
 
Gross Profit, Other
42 
26 
 
Gross profit
349 
324 
 
Total operating expenses
364 
330 
 
Income from operations
(15)
(6)
 
Interest expense, net
44 
16 
 
Income before income taxes
(59)
(22)
 
Net income tax expense (benefit)
(18)
3 
 
Net income and comprehensive income
(41)
(25)
 
Depreciation, amortization and accretion
65 
61 
 
EBITDA
50 
55 
 
Non-cash compensation expense
4 
1 
 
Loss (gain) on disposal of assets
5 
1 
 
Unrealized loss on commodity derivatives
0 
0 
 
Inventory fair value adjustments
(1)
(1)
 
Adjusted EBITDA
60 
56 
 
Capital expenditures
54 
59 
 
Total assets at end of period
5,520 
 
5,500 
Intersegment Eliminations
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Intersegment
(1,076)
(785)
 
Total revenues
$ (1,076)
$ (785)
 
Net Income per Unit (Details) (USD $)
In Millions, except Share data, unless otherwise specified
0 Months Ended 3 Months Ended
Feb. 21, 2017
Aug. 15, 2016
Mar. 31, 2017
Mar. 31, 2016
Earnings Per Share Basic [Line Items]
 
 
 
 
Net income and comprehensive income
 
 
$ 1 
$ 62 
Net income and comprehensive income
 
 
1 
62 
Incentive distribution rights
21 
21 
21 
20 
Distributions on nonvested phantom unit awards
 
 
2 
1 
Limited partners' interest in net income
 
 
 
41 
Common Units [Member]
 
 
 
 
Earnings Per Share Basic [Line Items]
 
 
 
 
Limited partners' interest in net income
 
 
$ (22)
$ 38 
Weighted average limited partner units outstanding:
 
 
 
 
Common - basic (in shares)
 
 
98,609,608 
87,453,333 
Common - equivalents (in shares)
 
 
106,350 
21,354 
Common - diluted (in shares)
 
 
98,715,958 
87,474,687 
Net income per limited partner unit (basic and diluted) (in dollars per share)
 
 
$ (0.22)
$ 0.47 
Subsequent Events (Details) (USD $)
3 Months Ended 0 Months Ended
Mar. 31, 2017
Oct. 12, 2016
Denny Oil Company [Member]
location
property
Apr. 6, 2017
Store sales to 7-Eleven [Domain]
store
Apr. 6, 2017
Tennessee [Member]
West Texas Store Sale [Domain] [Domain]
store
Apr. 6, 2017
Texas [Member]
West Texas Store Sale [Domain] [Domain]
store
Subsequent Event [Line Items]
 
 
 
 
 
Number of stores
 
 
1,100 
42 
208 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
$ 33,000,000 
 
 
 
 
Business acquisition total purchase price
 
55,000,000 
 
 
 
Number of company-operated locations
 
6 
 
 
 
Number of Dealer-Operated Locations
 
6 
 
 
 
Number of fee properties
 
13 
 
 
 
Business acquisition total purchase price
 
 
$ 3,300,000,000