SUNOCO LP, 10-Q filed on 11/7/2017
Quarterly Report
Document And Entity Information
9 Months Ended
Sep. 30, 2017
Nov. 3, 2017
Subsequent Event [Member]
Common Units [Member]
Nov. 3, 2017
Subsequent Event [Member]
Common Class C [Member]
Nov. 3, 2017
Subsequent Event [Member]
Series A Preferred Units [Member]
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
Sep. 30, 2017 
 
 
 
Document Fiscal Year Focus
2017 
 
 
 
Document Fiscal Period Focus
Q3 
 
 
 
Amendment Flag
false 
 
 
 
Entity Partnership Units Outstanding
 
99,482,640 
16,410,780 
 
Preferred Units, Outstanding
 
 
 
12,000,000 
Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Current assets:
 
 
Cash and cash equivalents
$ 86 
$ 99 
Accounts receivable, net
451 
539 
Receivables from affiliates
140 
3 
Inventories, net
359 
385 
Other current assets
79 
72 
Assets Held-for-sale, Not Part of Disposal Group, Current
4,147 
291 
Total current assets
5,262 
1,389 
Property and equipment, net
1,191 
1,188 
Other assets:
 
 
Goodwill
1,031 
1,050 
Intangible assets, net
777 
752 
Other noncurrent assets
46 
64 
Assets held-for-sale, noncurrent
0 
4,258 
Total assets
8,307 
8,701 
Current liabilities:
 
 
Accounts payable
583 
616 
Accounts payable to affiliates
195 
109 
Advances from affiliates
85 
87 
Accrued expenses and other current liabilities
359 
372 
Current maturities of long-term debt
6 
5 
Liabilities held for sale, current
81 
0 
Total current liabilities
1,309 
1,189 
Revolving line of credit
644 
1,000 
Long-term debt, net
3,538 
3,509 
Deferred tax liability
582 
643 
Other noncurrent liabilities
99 
96 
Liabilities held-for-sale, noncurrent
0 
68 
Total liabilities
6,172 
6,505 
Commitments and contingencies (Note 13)
   
   
Equity:
 
 
Total equity
2,135 
2,196 
Total liabilities and equity
8,307 
8,701 
Common Units - Public [Member]
 
 
Equity:
 
 
Total partners' capital
1,323 
1,467 
Common Units - Affiliated [Member]
 
 
Equity:
 
 
Total partners' capital
512 
729 
Class C Units - Held by Subsidiary [Member]
 
 
Equity:
 
 
Total partners' capital
$ 0 
$ 0 
Consolidated Balance Sheets (Parenthetical)
Sep. 30, 2017
Dec. 31, 2016
Series A Preferred Units [Member]
 
 
Equity:
 
 
Limited partners' capital account, units issued (in shares)
12,000,000 
0 
Limited Partners' Capital Account, Units Outstanding
12,000,000 
0 
Common Units - Public [Member]
 
 
Equity:
 
 
Limited partners' capital account, units issued (in shares)
53,724,405 
52,430,220 
Limited Partners' Capital Account, Units Outstanding
53,724,405 
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 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Revenues:
 
 
 
 
Retail motor fuel
$ 40 
$ 36 
$ 117 
$ 102 
Wholesale motor fuel sales to third parties
2,419 
2,027 
6,944 
5,545 
Wholesale motor fuel sales to affiliates
16 
28 
44 
45 
Merchandise
19 
17 
53 
50 
Rental income
22 
23 
66 
66 
Other
39 
36 
106 
110 
Total revenues
2,555 
2,167 
7,330 
5,918 
Cost of sales:
 
 
 
 
Retail motor fuel cost of sales
35 
30 
101 
88 
Wholesale motor fuel cost of sales
2,254 
1,924 
6,582 
5,154 
Merchandise cost of sales
14 
13 
38 
36 
Other
1 
8 
9 
12 
Total cost of sales
2,304 
1,975 
6,730 
5,290 
Gross profit
251 
192 
600 
628 
Operating expenses:
 
 
 
 
General and administrative
30 
45 
102 
128 
Other operating
49 
50 
144 
135 
Rent
13 
12 
38 
36 
Gain on disposal of assets
4 
0 
0 
1 
Depreciation, amortization and accretion
24 
31 
87 
85 
Total operating expenses
112 
138 
371 
383 
Operating income
139 
54 
229 
245 
Interest expense, net
51 
47 
162 
111 
Income from continuing operations before income taxes
88 
7 
67 
134 
Income tax benefit
(44)
(26)
(114)
(21)
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent
132 
33 
181 
155 
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent
6 
12 
(264)
24 
Net income and comprehensive income
138 
45 
(83)
179 
Net income (loss) and comprehensive income (loss)
$ 138 
$ 45 
$ (83)
$ 179 
Net income (loss) per limited partner unit - diluted:
 
 
 
 
Income (Loss) from Continuing Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted
$ 1.02 
$ 0.11 
$ 0.98 
$ 0.98 
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted
$ 0.06 
$ 0.13 
$ (2.66)
$ 0.26 
Net Income (Loss), Net of Tax, Per Outstanding Limited Partnership Unit, Diluted
$ 1.08 
$ 0.24 
$ (1.68)
$ 1.24 
Common Units [Member]
 
 
 
 
Net income (loss) per limited partner unit - basic:
 
 
 
 
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax
$ 1.03 
$ 0.11 
$ 0.98 
$ 0.98 
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic
$ 0.06 
$ 0.13 
$ (2.66)
$ 0.26 
Net Income (Loss), Per Outstanding Limited Partnership Unit, Basic, Net of Tax
$ 1.09 
$ 0.24 
$ (1.68)
$ 1.24 
Weighted average limited partner units outstanding:
 
 
 
 
Weighted average limited partner units outstanding (basic) (in shares)
99,469,643 
95,339,786 
99,185,042 
92,720,563 
Weighted average limited partner units outstanding (diluted) (in shares)
100,117,016 
95,414,444 
99,581,626 
92,795,221 
Cash distribution per common unit (in shares)
$ 0.8255 
$ 0.8255 
$ 2.4765 
$ 2.4683 
Common Units - Public [Member]
 
 
 
 
Weighted average limited partner units outstanding:
 
 
 
 
Weighted average limited partner units outstanding (basic) (in shares)
53,718,817 
49,588,960 
53,434,216 
49,588,960 
Weighted average limited partner units outstanding (diluted) (in shares)
54,366,190 
49,663,618 
53,830,800 
49,663,618 
Common Units - Affiliated [Member]
 
 
 
 
Weighted average limited partner units outstanding:
 
 
 
 
Weighted average limited partner units oustanding (basic and diluted) (in shares)
45,750,826 
45,750,826 
45,750,826 
43,131,603 
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 
0 
Proceeds from Issuance of Private Placement
300 
0 
0 
300 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
Equity issued under ATM, net
 
134 
 
0 
Cash distribution
(312)
 
(178)
 
Preferred Units, Cumulative Cash Distributions
(15)
0 
0 
15 
Unit-based compensation
18 
10 
8 
0 
Other
(2)
0 
(2)
0 
Partnership net income (loss)
(83)
(53)
(45)
15 
Ending balance at Sep. 30, 2017
2,135 
1,323 
512 
300 
Beginning balance at Jun. 30, 2017
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
Preferred Units, Cumulative Cash Distributions
 
 
 
7 
Partnership net income (loss)
138 
 
 
 
Ending balance at Sep. 30, 2017
$ 2,135 
 
 
$ 300 
Consolidated Statements of Cash Flows (USD $)
In Millions, unless otherwise specified
9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Cash flows from operating activities:
 
 
Net income (loss)
$ (83)
$ 179 
Adjustments to reconcile net income (loss) to net cash provided by continuing operating activities:
 
 
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent
264 
(24)
Depreciation, amortization and accretion
87 
85 
Amortization of deferred financing fees
12 
8 
Gain (Loss) on Disposition of Property Plant Equipment
0 
(1)
Non-cash unit based compensation expense
18 
9 
Deferred income tax
115 
(15)
Inventory Valuation Adjustment
(9)
(60)
Changes in operating assets and liabilities, net of acquisitions:
 
 
Accounts receivable
89 
(63)
Receivable from affiliates
(137)
13 
Inventories
35 
58 
Other assets
9 
(65)
Accounts payable
(64)
(8)
Accounts payable to affiliates
86 
17 
Accrued liabilities and other current liabilities
(28)
5 
Other noncurrent liabilities
58 
4 
Net cash provided by continuing operating activities
222 
172 
Cash flows from financing activities:
 
 
Proceeds from issuance of long-term debt
0 
2,835 
Payments on long-term debt
(4)
(799)
Revolver borrowings
1,894 
2,200 
Revolver repayments
(2,250)
(1,692)
Loan origination costs
0 
(30)
Advances from affiliates
22 
231 
Equity Issued To Partners Capital Account
(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
(2)
4 
Distributions to unitholders
(312)
(286)
Net cash provided by (used in) financing activities
(319)
2,474 
Cash flows from investing activities:
 
 
Capital expenditures
(51)
(44)
Purchase of intangible assets
(29)
(39)
Proceeds from disposal of property and equipment
5 
6 
Payments to Acquire Businesses, Net of Cash Acquired
0 
(171)
Net cash used in investing activities
(75)
(248)
Net Cash Provided by (Used in) Discontinued Operations [Abstract]
 
 
Cash Provided by (Used in) Investing Activities, Discontinued Operations
(82)
(2,559)
Cash Provided by (Used in) Operating Activities, Discontinued Operations
245 
168 
Change in cash included in current assets held for sale
(4)
12 
Net Cash Provided by (Used in) Discontinued Operations
159 
(2,379)
Net increase (decrease) in cash
(13)
19 
Cash and cash equivalents at beginning of period
99 
48 
Cash and cash equivalents at end of period
$ 86 
$ 67 
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). 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. 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”). With the assistance of a third-party brokerage firm, we previously initiated marketing efforts with respect to approximately 208 Stripes sites located in certain West Texas, Oklahoma and New Mexico markets, which were not included in the 7-Eleven Purchase Agreement. We are currently in exclusive negotiations with a potential purchaser and, subject to completion of successful negotiations, anticipate announcing the transaction in the fourth quarter 2017 and closing the transaction in the first quarter of 2018. On January 18, 2017, with the assistance of a third-party brokerage firm, we launched a portfolio optimization plan to market and sell 97 real estate assets located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The results of these operations (collectively, the “Retail Divestment”) have been reported as discontinued operations for all periods presented in the consolidated financial statements. See Note 4 for more information related to the Purchase Agreement, the marketing efforts and the discontinued operations. All other footnotes present results of the continuing operations.
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. SPOC was merged with and into Sunoco, LLC on October 1, 2017.
•
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 (“Southside”), a Virginia limited liability company, distributes motor fuel, primarily in Georgia, Maryland, New York, Tennessee, and Virginia. Southside was merged with and into Sunoco, LLC on October 1, 2017.
•
Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands.
Retail Subsidiaries (Also See Note 4)
•
Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.
•
Susser Holdings Corporation (“Susser”), a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, 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. Other than the reclassification of certain balances to assets and liabilities held for sale and certain revenues and expenses to discontinued operations, as discussed in Note 4, these reclassifications had no material impact on gross margin, income from operations, net income and comprehensive income, 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 and on our Form 8-K filed with the SEC on October 2, 2017.
Significant Accounting Policies
As of September 30, 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 $29 million and $31 million for the three months ended September 30, 2017 and 2016, respectively, and $87 million and $90 million for the nine months ended September 30, 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 anticipates applying the cumulative catch-up transition method.
We have substantially completed a detailed review of revenue contracts representative of our business segments and their revenue streams; however, we continue to evaluate contract modifications and new contracts that have been or will be entered prior to the adoption date. As a result of the evaluation performed to date, 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 quantifying these impacts and cannot currently conclude whether or not they would be material to our financial statements. In addition, we are in the process of designing and implementing appropriate changes to our business processes, systems and internal 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 ASU No. 2016-02 “Leases (Topic 842)”, which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures. The Partnership expects to adopt ASU 2016-002 in the first quarter of 2019.
We are in the process of evaluating our lease contracts to determine the potential impact of adopting the new standard. At this point in our evaluation process, we have determined that the timing and/or amount of leased assets and respective 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 currently conclude whether or not they would be material to our financial statements. In addition, we are in the process of designing and implementing appropriate changes to our business processes, systems and internal 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. 2016-16. In October 2016, the FASB issued ASU No. 2016-16 “Income Taxes (Topic 740): Intra-entity Transfers of Assets Other Than Inventory” (“ASU 2016-16”), which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update do not change GAAP for the pre-tax effects of an intra-entity asset transfer under Topic 810, Consolidation, or for an intra-entity transfer of inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The Partnership is currently evaluating the impact that adoption of this standard will have on the consolidated financial statements and related disclosures.
Acquisitions
Acquisitions
Acquisitions
Certain amounts included within these acquisitions are included in the discontinued operations discussed in Note 4.
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 Energy Transfer Partners, L.P. ("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 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, has determined the fair value of assets and liabilities at the date of the Fuels Business acquisition. We determined the 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.
The following table summarizes the final recording of assets and liabilities at their respective carrying values as of the date presented (in millions):
 
 
August 31, 2016
Current assets
 
$
27

Property and equipment
 
51

Goodwill
 
53

Intangible assets
 
56

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, has determined the fair value of the assets at the date of acquisition which has 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. ("Kolkhorst") 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 estimate of their respective fair values on the purchase date. Management, with the assistance of a third party valuation firm has determined the fair value of the assets which has 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 estimate of their respective fair values on the purchase date. Management, with the assistance of a third party valuation firm, has determined the fair value of the assets at the date of acquisition which has increased goodwill by $42 million.
The Denny, Kolkhorst and Valentine acquisitions were all assets acquisitions, and any goodwill created from these acquisitions is deductible for tax purposes.
Discontinued Operations (Notes)
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
Pursuant to the Purchase Agreement described in Note 1, Sellers have agreed to sell a portfolio of approximately 1,112 company-operated retail 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, both 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.
The Closing is expected to occur within the fourth quarter of 2017 or early portion of the first quarter of 2018, 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. As a result of the Purchase Agreement and subsequent to closing, previously eliminated wholesale motor fuel sales to the Partnership's retail locations will be reported as wholesale motor fuel sales to third parties. Also, the related accounts receivable from such sales will cease to be eliminated from the consolidated balance sheets and will be reported as accounts receivable.
With the assistance of a third-party brokerage firm, we previously initiated marketing efforts with respect to approximately 208 Stripes sites located in certain West Texas, Oklahoma and New Mexico markets, which were not included in the 7-Eleven Purchase Agreement. We are currently in exclusive negotiations with a potential purchaser and, subject to completion of successful negotiations, anticipate announcing the transaction in the fourth quarter 2017 and closing the transaction in the first quarter of 2018.
On January 18, 2017, with the assistance of a third-party brokerage firm, we launched a portfolio optimization plan to market and
sell 97 real estate assets. Real estate assets included in this process are company-owned locations, undeveloped greenfield sites and other excess real estate. Properties are located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The properties will be sold through a sealed-bid sale. Of the 97 properties, 27 have been sold and an additional 14 are under contract to be sold. 31 are being sold to 7-Eleven and 10 are being sold in another transaction. The remaining 15 continue to be marketed by the third-party brokerage firm.
The Partnership has concluded that it meets the accounting requirements for reporting the financial position, results of operations and cash flows of the Retail Divestment as discontinued operations.
The following tables present the aggregate carrying amounts of assets and liabilities classified as held for sale in the Consolidated Balance Sheets:
 
 
September 30,
2017
 
December 31,
2016
 
 
(in millions)
Carrying amount of assets held for sale:
 
 
 

Cash
 
$
24

 
$
20

Inventories
 
183

 
188

Other current assets
 
91

 
83

Property and equipment, net
 
2,132

 
2,185

Goodwill
 
1,216

 
1,568

Intangible assets, net
 
499

 
503

Other noncurrent assets
 
2

 
2

Total assets held for sale
 
$
4,147

 
$
4,549

 
 
 
 
 
Carrying amount of liabilities associated with assets held for sale:
 
 
 
 
Other current and noncurrent liabilities
 
$
81

 
$
68

Total liabilities associated with assets held for sale
 
$
81

 
$
68


Upon the classification of assets and related liabilities as held for sale, Sunoco LP’s management applied the measurement guidance in ASC 360, Property, Plant and Equipment, to calculate the fair value less cost to sell of the disposal group. In accordance with ASC 360-10-35-39, management first tested the goodwill included within the disposal group for impairment prior to measuring the disposal group’s fair value less the cost to sell. In the determination of the classification of assets held for sale and the related liabilities, management allocated a portion of the goodwill balance previously included in the Sunoco LP retail reporting unit to assets held for sale based on the relative fair values of the business to be disposed of and the portion of the reporting unit that will be retained in accordance with ASC 350-20-40-3. The amount of goodwill allocated to assets held for sale was approximately $1.6 billion, and the amount of goodwill allocated to the remainder of the retail reporting unit, which is comprised of Sunoco LP’s ethanol plant, credit card processing services and franchise royalties, was approximately $188 million.
Once the retail reporting unit’s goodwill was allocated between assets held for sale and continuing operations, management performed goodwill impairment tests on both reporting units to which the goodwill balances were allocated. No goodwill impairment was identified for the $188 million goodwill balance that remained in the retail reporting unit. The result of the impairment tests of the goodwill included within the assets held for sale initially indicated an impairment charge totaling $320 million, which was recognized during the three months ended June 30, 2017. Subsequent to June 30, 2017, management continued to evaluate the goodwill for impairment based on additional information on the fair value of the reporting unit, which resulted in an additional impairment of $44 million during the three months ended September 30, 2017. The key assumption in the impairment test for the goodwill balance classified as held for sale was the fair value of the disposal group, which was based on the assumed proceeds from the sale of those assets. The announced purchase and sale agreement includes the majority of the retail sites that have been classified as held for sale; thus, a key assumption in the goodwill impairment test was the assumed sales proceeds (less the related costs to sell) for the remainder of the sites, which represent approximately 15% of the total number of sites. Management is currently marketing the remaining sites for sale and utilized information from that sales process to develop the assumed sales proceeds for those sites. While management believes that the assumed sales proceeds for these remaining held-for-sale sites are reasonable and likely to be obtained in a sale of those sites, an agreement has not been negotiated and therefore the ultimate outcome could be different than the assumption used in the impairment test. Subsequent to the impairment of goodwill included within the assets held for sale, no further impairments of any other assets held for sale were deemed necessary as the remaining carrying value of the disposal group approximated the assumed proceeds from the sale of those assets less the cost to sell.
The Partnership recorded transaction costs of $12 million and unit-based compensation of $6 million during the three months ended September 30, 2017, as a result of the 7-Eleven Transaction.
The Partnership recorded a $4 million impairment charge to property and equipment during the three months ended September 30, 2017, as a result of the effects of Hurricane Harvey on the Partnership's retail operations within discontinued operations.
The results of operations associated with discontinued operations are presented in the following table:
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Revenues:
 
 
 
 
 
 
 
Motor fuel sales
$
1,694

 
$
1,364

 
$
4,810

 
$
3,774

Merchandise
599

 
588

 
1,712

 
1,656

Rental income
1

 
1

 
3

 
2

Other
18

 
17

 
55

 
42

Total revenues
2,312

 
1,970

 
6,580

 
5,474

Cost of sales:
 
 
 
 
 
 
 
Motor fuel cost of sales
1,519

 
1,184

 
4,312

 
3,321

Merchandise cost of sales
406

 
401

 
1,163

 
1,124

Other
2

 
—

 
3

 
—

Total cost of sales
1,927

 
1,585

 
5,478

 
4,445

Gross profit
385

 
385

 
1,102

 
1,029

Operating expenses:
 
 
 
 
 
 
 
General and administrative
57

 
37

 
122

 
74

Other operating
216

 
226

 
662

 
658

Rent
20

 
24

 
65

 
69

Loss on disposal of assets and impairment charge
38

 
1

 
367

 
4

Depreciation, amortization and accretion expense
5

 
47

 
68

 
149

Total operating expenses
336

 
335

 
1,284

 
954

Operating income (loss)
49

 
50

 
(182
)
 
75

Interest expense, net
13

 
7

 
22

 
22

Income (loss) from discontinued operations before income taxes
36

 
43

 
(204
)
 
53

Income tax expense
30

 
31

 
60

 
29

Net income (loss) from discontinued operations
$
6

 
$
12

 
$
(264
)
 
$
24

Accounts Receivable, net
Accounts Receivable, net
Accounts Receivable, net
Accounts receivable, net, consisted of the following:
 
September 30,
2017
 
December 31,
2016
 
(in millions)
Accounts receivable, trade
$
258

 
$
361

Credit card receivables
133

 
133

Vendor receivables for rebates, branding, and other
28

 
21

Other receivables
34

 
27

Allowance for doubtful accounts
(2
)
 
(3
)
Accounts receivable, net
$
451

 
$
539

Inventories, net
Inventories, net
Inventories, net 
Inventories, net, consisted of the following:
 
September 30,
2017
 
December 31,
2016
 
(in millions)
Fuel-retail
$
2

 
$
1

Fuel-wholesale
336

 
364

Fuel-consignment
6

 
5

Merchandise
3

 
4

Other
12

 
11

Inventories, net
$
359

 
$
385

Property and Equipment, net
Property and Equipment, net
Property and Equipment, net
Property and equipment, net, consisted of the following:
 
September 30,
2017
 
December 31,
2016
 
(in millions)
Land
$
544

 
$
501

Buildings and leasehold improvements
417

 
413

Equipment
450

 
427

Construction in progress
120

 
127

Total property and equipment
1,531

 
1,468

Less: accumulated depreciation
340

 
280

Property and equipment, net
$
1,191

 
$
1,188

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 September 30, 2017 and December 31, 2016 we had $1.0 billion and $1.1 billion of goodwill recorded in conjunction with past business combinations, respectively.
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.
In connection with the reclassification of the retail assets as held-for-sale, Sunoco LP performed interim goodwill impairment testing on the remaining goodwill balance in the retail reporting unit. See Note 4 for more information on the balances reclassified as held-for-sale and the related impairment testing.
Other Intangible Assets
Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following:
 
September 30, 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
$
295

 
$
—

 
$
295

 
$
286

 
$
—

 
$
286

Contractual rights
43

 
—

 
43

 
43

 
—

 
43

Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations including supply agreements
664

 
234

 
430

 
611

 
198

 
413

Favorable leasehold arrangements, net
4

 
3

 
1

 
4

 
3

 
1

Loan origination costs
10

 
6

 
4

 
10

 
4

 
6

Other intangibles
7

 
3

 
4

 
3

 
—

 
3

Intangible assets, net
$
1,023

 
$
246

 
$
777

 
$
957

 
$
205

 
$
752


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.
Customer relations and supply agreements have a remaining weighted-average life of approximately 10 years. Favorable leasehold arrangements have a remaining weighted-average life of approximately 5 years. Non-competition agreements and other intangible assets have a remaining weighted-average life of approximately 15 years. Loan origination costs have a remaining weighted-average life of approximately 2 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:
 
September 30,
2017
 
December 31,
2016
 
(in millions)
Wage and other employee-related accrued expenses
$
42

 
$
42

Franchise agreement termination accrual
2

 
2

Accrued tax expense
154

 
154

Accrued insurance
14

 
23

Reserve for environmental remediation, current
6

 
5

Accrued interest expense
58

 
39

Deposits and other
83

 
107

Total
$
359

 
$
372

Long-Term Debt
Long-Term Debt
Long-Term Debt 
Long-term debt consisted of the following:
 
September 30,
2017
 
December 31,
2016
 
(in millions)
Term Loan
$
1,243

 
$
1,243

Sale leaseback financing obligation
114

 
117

2014 Revolver
644

 
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
4,225

 
4,561

Less: current maturities
6

 
5

Less: debt issuance costs
37

 
47

Long-term debt, net of current maturities
$
4,182

 
$
4,509


Pursuant to the Terms of the 7-Eleven Purchase Agreement, as a condition precedent to closing the transaction, we have committed to satisfy and discharge the Senior Notes.
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, 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 September 30, 2017, the balance on the Term Loan was $1.2 billion. The Partnership was in compliance with all financial covenants at September 30, 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.
On October 10, 2017, pursuant to the terms of the 2020 Indenture, the Partnership and Sunoco Finance Corp. issued a notice of conditional redemption with respect to all $600 million outstanding principal amount of their 2020 Senior Notes. Subject to the condition precedent of the consummation of the Purchase Agreement, the Partnership will redeem the 2020 Senior Notes at a price of 102.750% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.
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.
Consent Solicitations
On October 10, 2017, the Partnership and Sunoco Finance Corp. commenced consent solicitations (the “Consent Solicitations”) seeking consents from holders of their outstanding $800 million aggregate principal amount of 6.250% Senior Notes due 2021 (the “2021 Notes”) and $800 million aggregate principal amount of 6.375% Senior Notes due 2023 (the “2023 Notes” and, together with the 2021 Notes, the “Notes”) to amend the respective indentures governing the Notes to, among other things, permit the consummation of the Retail Divestment. On October 18, 2017 the Partnership terminated the Consent Solicitations. Pursuant to its obligations under the 7-Eleven Purchase Agreement, the Partnership will satisfy and discharge the Indentures governing the 2021 and 2023 Senior Notes at their respective make-whole premiums, plus accrued and unpaid interest to the redemption date.
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.
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 September 30, 2017, the balance on the 2014 Revolver was $644 million, and $9 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at September 30, 2017 was $847 million. The Partnership was in compliance with all financial covenants at September 30, 2017.
On October 16, 2017, the Partnership entered into the Fifth Amendment to the Credit Agreement with the lenders party thereto and Bank of America, N.A., in its capacity as a letter of credit issuer, as swing line lender, and as administrative agent (the "Fifth Amendment"). The Fifth Amendment amended the agreement to (i) permit the dispositions contemplated by the Retail Divestment, (ii) extend the interest coverage ratio covenant of 2.25x through maturity, (iii) modify the definition of consolidated EBITDA to include projected margins from the minimum gallons to be purchased under any fuel supply contract entered into in connection with the 7-Eleven transaction, and (iv) modify the leverage ratio covenants. In the event no disposition has been consummated, the Partnership must maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through September 30, 2017, 6.75 to 1.0, (ii) as of December 31, 2017, 6.75 to 1.0, (iii) as of March 31, 2018, 6.50 to 1.0, (iv) as of June 30, 2018, 6.25 to 1.0, (v) as of September 30, 2018, 6.00 to 1.0, (vi) as of December 31, 2018, 5.75 to 1.0 and (vii) thereafter, 5.50 to 1.0.  In the event either the disposition of the 7-Eleven Assets or the disposition of the West Texas Assets (but not both of them) has been consummated, the Partnership must maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through September 30, 2017, 6.75 to 1.0, (ii) as of December 31, 2017, 6.00 to 1.0, (iii) as of March 31, 2018, 5.75 to 1.0, (iv) as of June 30, 2018, 5.50 to 1.0, (v) as of September 30, 2018, 5.50 to 1.0, (vi) as of December 31, 2018, 5.50 to 1.0 and (vii) thereafter, 5.50 to 1.0.  In the event both the dispositions of the 7-Eleven Assets and the disposition of the West Texas Assets have been consummated, the Partnership must maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through September 30, 2017, 6.75 to 1.0, (ii) as of December 31, 2017, 5.75 to 1.0, (iii) as of March 31, 2018, 5.75 to 1.0, (iv) as of June 30, 2018, 5.50 to 1.0, (v) as of September 30, 2018, 5.50 to 1.0, (vi) as of December 31, 2018, 5.50 to 1.0 and (vii) thereafter, 5.50 to 1.0.  Notwithstanding the foregoing, if a specified acquisition period is in effect at any time that the maximum leverage ratio would otherwise be 5.50 to 1.0, such maximum leverage ratio shall be 6.00 to 1.0.
Sale Leaseback Financing Obligation
On April 4, 2013, Southside completed a sale leaseback transaction with two separate companies for 50 of its dealer operated sites. As Southside did not meet the criteria for sale leaseback accounting, this transaction was accounted for as a financing arrangement over the course of the lease agreement. The obligations mature in varying dates through 2033, require monthly interest and principal payments, and bear interest at 5.125%. The obligation related to this transaction is included in long-term debt and the balance outstanding as of September 30, 2017 was $114 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 September 30, 2017, is estimated to be approximately $4.3 billion, based on outstanding balances as of the end of the period using current interest rates for similar securities.
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.
•
ETP Transportation and Terminalling Contracts – various agreements with subsidiaries of ETP for pipeline, terminalling and storage services. We also have agreements with subsidiaries of ETP for the purchase and sale of fuel.
We are party to the Susser Distribution Contract, a 10-year agreement under which we are the exclusive distributor of motor fuel at cost (including tax and transportation costs), plus a fixed profit margin per gallon to Susser’s existing Stripes convenience stores and independently operated 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 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 $85 million and $87 million as of September 30, 2017 and December 31, 2016, respectively. Advances to and from affiliates are primarily related to the cash management services that affiliates of ETP provided to Sunoco LLC and Sunoco Retail.
•
Net accounts receivable from affiliates were $140 million and $3 million as of September 30, 2017 and December 31, 2016, respectively, which are primarily related to motor fuel purchases from us.
•
Net accounts payable to affiliates was $195 million and $109 million as of September 30, 2017 and December 31, 2016, respectively, which are related to operational expenses and fuel pipeline purchases.
•
Wholesale motor fuel sales to affiliates of $16 million and $28 million for the three months ended September 30, 2017 and 2016, respectively.
•
Wholesale motor fuel sales to affiliates of $44 million and $45 million for the nine months ended September 30, 2017 and 2016, respectively.
•
Bulk fuel purchases from affiliates of $601 million and $494 million for the three months ended September 30, 2017 and 2016, respectively, which is included in wholesale motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income.
•
Bulk fuel purchases from affiliates of $1.7 billion and $1.4 billion for the nine months ended September 30, 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 September 30,
 
For the Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Cash rent:
 
 
 
 
 
 
 
Store base rent (1)
$
9

 
$
9

 
$
27

 
$
25

Equipment and other rent (2)
4

 
3

 
10

 
10

Total cash rent
13

 
12

 
37

 
35

Non-cash rent:
 
 
 
 
 
 
 
Straight-line rent
—

 
—

 
1

 
1

Net rent expense
$
13

 
$
12

 
$
38

 
$
36

________________________________
(1)
Store base rent includes the Partnership's rent expense for sites subleased to dealers. The sublease income from these sites is recorded in rental income on the statement of operations and totaled $6 million and $6 million for the three months ended September 30, 2017 and 2016, respectively, and $19 million and $18 million for the nine months ended September 30, 2017 and 2016, respectively.
(2)
Equipment and other rent consists primarily of store equipment and vehicles.
Certain contingent liabilities related to unidentified environmental obligations of the retail operations are not being assumed by 7-Eleven in the Purchase Agreement. The Partnership may incur future liabilities related to currently unidentified environmental obligations related to sites included in the Purchase Agreement. The Partnership has not recorded liabilities for these contingent obligations as the existence of those environmental obligations are not known at this time. Liabilities have been recorded for all identified environmental liabilities.
Interest Expense, net
Interest Expense, net
Interest Expense, net
Components of net interest expense were as follows:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Interest expense
$
47

 
$
46

 
$
150

 
$
110

Amortization of deferred financing fees
4

 
4

 
12

 
8

Interest income
—

 
(3
)
 
—

 
(7
)
Interest expense, net
$
51

 
$
47

 
$
162

 
$
111

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 from continuing operations at the U.S. federal statutory rate to net income tax expense is as follows:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(in million)
Tax at statutory federal rate
$
31

 
$
3

 
$
23

 
$
47

Partnership earnings not subject to tax
(74
)
 
(21
)
 
(130
)
 
(81
)
State and local tax, net of federal benefit
(3
)
 
(1
)
 
(7
)
 
(2
)
Statutory tax rate changes
—

 
(1
)
 
—

 
11

Other
2

 
(6
)
 
—

 
4

Net income tax expense (benefit)
$
(44
)
 
$
(26
)
 
$
(114
)
 
$
(21
)
Partners' Capital
Partners' Capital
Partners' Capital
As of September 30, 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 September 30, 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 53,724,405 common units.
Series A Preferred Units
On March 30, 2017, the Partnership entered into a Series A Preferred Unit Purchase Agreement with ETE, relating to the issue and sale by the Partnership to ETE of 12,000,000 Series A Preferred Units (the “Preferred Units”) representing limited partner interests in the Partnership at a price per Preferred Unit of $25.00 (the “Offering”). The 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 ended June 30, 2017. The distribution payable as of September 30, 2017 was $7 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 September 30, 2017 in connection with the ATM for $33 million, net of commissions of $0.3 million. As of September 30, 2017, $295 million of our common units remained available to be issued under the equity distribution agreement.
Activity of our common units for the nine months ended September 30, 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
25,435

Number of common units at September 30, 2017
99,475,231


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 September 30,
 
For the Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Attributable to Common Units
 
 
 
 
 
 
 
Distributions (a)
$
82

 
$
79

 
$
246

 
$
236

Distributions in excess of net income
25

 
(55
)
 
(413
)
 
(120
)
Limited partners' interest in net income (loss)
$
107

 
$
24

 
$
(167
)
 
$
116

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

 
$
0.8255

 
$
2.4765

 
$
2.4683


 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 nine months ended September 30, 2017, Class C distributions declared totaled $43 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)
November 14, 2017
 
$
0.8255

 
$
82

 
$
22

August 15, 2017
 
$
0.8255

 
$
82

 
$
21

May 16, 2017
 
$
0.8255

 
$
82

 
$
21

February 21, 2017
 
$
0.8255

 
$
81

 
$
21

 

 
 
Series A Preferred Unit Holder
Payment Date
 
Total Cash Distribution
 
 
(in millions)
November 14, 2017
 
$
7

August 15, 2017
 
$
8

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 September 30,
 
For the Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Phantom common units
$
9

 
$
3

 
$
18

 
$
8

Allocated expense from Parent
—

 
—

 
—

 
1

Total unit-based compensation expense
$
9

 
$
3

 
$
18

 
$
9

  
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 $27 million as of September 30, 2017, which is expected to be recognized over a weighted average period of 3.67 years. The fair value of nonvested phantom units outstanding as of September 30, 2017 totaled $64 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
(37,066
)
 
42.18

Forfeited
(122,826
)
 
34.64

Outstanding at September 30, 2017
1,873,854

 
$
34.14


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 nine months ended September 30, 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 $0.1 million as of September 30, 2017, which is expected to be recognized during 2017. The fair value of nonvested cash awards outstanding as of September 30, 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 primarily 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. These operations located in the continental United States are included in discontinued operations in the following segment information. The remaining retail segment includes the Partnership's ethanol plant, credit card services, franchise royalties, and its retail operations in Hawaii.

The following tables present financial information by segment for the three and nine months ended September 30, 2017 and 2016 (operating performance related to the retail assets held for sale are included in discontinued operations in segment financial information): 
 
For the Three Months Ended September 30,
 
2017
 
2016
 
Wholesale Segment
 
Retail Segment
 
Intercompany Eliminations
 
Totals
 
Wholesale Segment
 
Retail Segment
 
Intercompany Eliminations
 
Totals
 
(in millions)
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
$
—

 
$
40

 
 
 
$
40

 
$
—

 
$
36

 
 
 
$
36

Wholesale motor fuel sales to third parties
2,419

 
—

 
 
 
2,419

 
2,027

 
—

 
 
 
2,027

Wholesale motor fuel sales to affiliates
16

 
—

 
 
 
16

 
28

 
—

 
 
 
28

Merchandise
—

 
19

 
 
 
19

 
—

 
17

 
 
 
17

Rental income
19

 
3

 
 
 
22

 
19

 
4

 
 
 
23

Other
13

 
26

 
 
 
39

 
13

 
23

 
 
 
36

Intersegment sales
121

 
35

 
(156
)
 
—

 
127

 
38

 
(165
)
 
—

Total revenue
2,588

 
123

 
(156
)
 
2,555

 
2,214

 
118

 
(165
)
 
2,167

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
—

 
5

 
 
 
5

 
—

 
6

 
 
 
6

Wholesale motor fuel
181

 
—

 
 
 
181

 
131

 
—

 
 
 
131

Merchandise
—

 
5

 
 
 
5

 
—

 
4

 
 
 
4

Rental and other
32

 
28

 
 
 
60

 
27

 
24

 
 
 
51

Total gross profit
213

 
38

 
 
 
251

 
158

 
34

 
 
 
192

Total operating expenses
88

 
24

 
 
 
112

 
104

 
34

 
 
 
138

Operating income
125

 
14

 
 
 
139

 
54

 
—

 
 
 
54

Interest expense, net
34

 
17

 
 
 
51

 
13

 
34

 
 
 
47

Income (loss) from continuing operations before income taxes
91

 
(3
)
 
 
 
88

 
41

 
(34
)
 
 
 
7

Income tax expense (benefit)
(1
)
 
(43
)
 
 
 
(44
)
 
1

 
(27
)
 
 
 
(26
)
Income (loss) from continuing operations
92

 
40

 
 
 
132

 
40

 
(7
)
 
 
 
33

Income from discontinued operations, net of income taxes (See Note 4)
—

 
6

 
 
 
6

 
—

 
12

 
 
 
12

Net income and comprehensive income
$
92

 
$
46

 
 
 
$
138

 
$
40

 
$
5

 
 
 
$
45

Depreciation, amortization and accretion (1)
23

 
6

 
 
 
29

 
22

 
56

 
 
 
78

Interest expense, net (1)
34

 
30

 
 
 
64

 
13

 
41

 
 
 
54

Income tax expense (benefit) (1)
(1
)
 
(13
)
 
 
 
(14
)
 
1

 
4

 
 
 
5

EBITDA
148

 
69

 
 
 
217

 
76

 
106

 
 
 
182

Non-cash compensation expense (1)
—

 
9

 
 
 
9

 
2

 
1

 
 
 
3

Loss (gain) on disposal of assets and impairment charges (1)
(4
)
 
38

 
 
 
34

 
(1
)
 
1

 
 
 
—

Unrealized loss (gain) on commodity derivatives (1)
(6
)
 
—

 
 
 
(6
)
 
6

 
—

 
 
 
6

Inventory adjustments (1)
(51
)
 
(4
)
 
 
 
(55
)
 
(2
)
 
—

 
 
 
(2
)
Adjusted EBITDA
$
87

 
$
112

 
 
 
$
199

 
$
81

 
$
108

 
 
 
$
189

Capital expenditures (1)
$
24

 
$
17

 
 
 
$
41

 
$
35

 
$
76

 
 
 
$
111

Total assets as of September 30, 2017 and December 31, 2016, respectively
$
3,080

 
$
5,227

 
 
 
$
8,307

 
$
3,201

 
$
5,500

 
 
 
$
8,701


________________________________
(1)
Includes amounts from discontinued operations.

 
For the Nine Months Ended September 30,
 
2017
 
2016
 
Wholesale Segment
 
Retail Segment
 
Intercompany Eliminations
 
Totals
 
Wholesale Segment
 
Retail Segment
 
Intercompany Eliminations
 
Totals
 
(in millions)
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
$
—

 
$
117

 
 
 
$
117

 
$
—

 
$
102

 
 
 
$
102

Wholesale motor fuel sales to third parties
6,944

 
—

 
 
 
6,944

 
5,545

 
—

 
 
 
5,545

Wholesale motor fuel sales to affiliates
44

 
—

 
 
 
44

 
45

 
—

 
 
 
45

Merchandise
—

 
53

 
 
 
53

 
—

 
50

 
 
 
50

Rental income
58

 
8

 
 
 
66

 
57

 
9

 
 
 
66

Other
37

 
69

 
 
 
106

 
30

 
80

 
 
 
110

Intersegment sales
340

 
94

 
(434
)
 
—

 
258

 
99

 
(357
)
 
—

Total revenue
7,423

 
341

 
(434
)
 
7,330

 
5,935

 
340

 
(357
)
 
5,918

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
—

 
16

 
 
 
16

 
—

 
14

 
 
 
14

Wholesale motor fuel
406

 
—

 
 
 
406

 
436

 
—

 
 
 
436

Merchandise
—

 
15

 
 
 
15

 
—

 
14

 
 
 
14

Rental and other
87

 
76

 
 
 
163

 
78

 
86

 
 
 
164

Total gross profit
493

 
107

 
 
 
600

 
514

 
114

 
 
 
628

Total operating expenses
291

 
80

 
 
 
371

 
283

 
100

 
 
 
383

Operating income
202

 
27

 
 
 
229

 
231

 
14

 
 
 
245

Interest expense, net
68

 
94

 
 
 
162

 
41

 
70

 
 
 
111

Income (loss) from continuing operations before income taxes
134

 
(67
)
 
 
 
67

 
190

 
(56
)
 
 
 
134

Income tax expense (benefit)
(1
)
 
(113
)
 
 
 
(114
)
 
1

 
(22
)
 
 
 
(21
)
Income (loss) from continuing operations
135

 
46

 
 
 
181

 
189

 
(34
)
 
 
 
155

Income (loss) from discontinued operations, net of income taxes (See Note 4)
—

 
(264
)
 
 
 
(264
)
 
—

 
24

 
 
 
24

Net income (loss) and comprehensive income (loss)
$
135

 
$
(218
)
 
 
 
$
(83
)
 
$
189

 
$
(10
)
 
 
 
$
179

Depreciation, amortization and accretion (1)
81

 
74

 
 
 
155

 
60

 
174

 
 
 
234

Interest expense, net (1)
68

 
116

 
 
 
184

 
41

 
92

 
 
 
133

Income tax expense (benefit) (1)
(1
)
 
(53
)
 
 
 
(54
)
 
1

 
7

 
 
 
8

EBITDA
283

 
(81
)
 
 
 
202

 
291

 
263

 
 
 
554

Non-cash compensation expense (1)
1

 
17

 
 
 
18

 
4

 
5

 
 
 
9

Loss (gain) on disposal of assets and impairment charges (1)
—

 
367

 
 
 
367

 
(1
)
 
4

 
 
 
3

Unrealized loss (gain) on commodity derivatives (1)
(5
)
 
—

 
 
 
(5
)
 
9

 
—

 
 
 
9

Inventory fair value adjustments (1)
(8
)
 
—

 
 
 
(8
)
 
(61
)
 
(3
)
 
 
 
(64
)
Adjusted EBITDA
$
271

 
$
303

 
 
 
$
574

 
$
242

 
$
269

 
 
 
$
511

Capital expenditures (1)
$
50

 
$
89

 
 
 
$
139

 
$
79

 
$
212

 
 
 
$
291

Total assets as of September 30, 2017 and December 31, 2016, respectively
$
3,080

 
$
5,227

 
 
 
$
8,307

 
$
3,201

 
$
5,500

 
 
 
$
8,701

________________________________
(1)
Includes amounts from discontinued operations.
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 September 30,
 
For the Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(in millions, except units and per unit amounts)
Income from continuing operations
$
132

 
$
33

 
$
181

 
$
155

Less:
 
 
 
 
 
 
 
Distributions on Series A Preferred units
7

 
—

 
15

 
—

Incentive distribution rights
22

 
20

 
64

 
60

Distributions on nonvested phantom unit awards
2

 
1

 
5

 
3

Limited partners' interest in income from continuing operations
$
101

 
$
12

 
$
97

 
$
92

Income (loss) from discontinued operations
$
6

 
$
12

 
$
(264
)
 
$
24

Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
Common - basic
99,469,643

 
95,339,786

 
99,185,042

 
92,720,563

Common - equivalents
647,373

 
74,658

 
396,584

 
74,658

Common - diluted
100,117,016

 
95,414,444

 
99,581,626

 
92,795,221

Income from continuing operations per limited partner unit:
 
 
 
 
 
 
 
Common - basic
$
1.03

 
$
0.11

 
$
0.98

 
$
0.98

Common - diluted
$
1.02

 
$
0.11

 
$
0.98

 
$
0.98

Income (loss) from discontinued operations per limited partner unit:
 
 
 
 
 
 
 
Common - basic
$
0.06

 
$
0.13

 
$
(2.66
)
 
$
0.26

Common - diluted
$
0.06

 
$
0.13

 
$
(2.66
)
 
$
0.26

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 $29 million and $31 million for the three months ended September 30, 2017 and 2016, respectively, and $87 million and $90 million for the nine months ended September 30, 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 anticipates applying the cumulative catch-up transition method.
We have substantially completed a detailed review of revenue contracts representative of our business segments and their revenue streams; however, we continue to evaluate contract modifications and new contracts that have been or will be entered prior to the adoption date. As a result of the evaluation performed to date, 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 quantifying these impacts and cannot currently conclude whether or not they would be material to our financial statements. In addition, we are in the process of designing and implementing appropriate changes to our business processes, systems and internal 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 ASU No. 2016-02 “Leases (Topic 842)”, which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures. The Partnership expects to adopt ASU 2016-002 in the first quarter of 2019.
We are in the process of evaluating our lease contracts to determine the potential impact of adopting the new standard. At this point in our evaluation process, we have determined that the timing and/or amount of leased assets and respective 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 currently conclude whether or not they would be material to our financial statements. In addition, we are in the process of designing and implementing appropriate changes to our business processes, systems and internal 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. 2016-16. In October 2016, the FASB issued ASU No. 2016-16 “Income Taxes (Topic 740): Intra-entity Transfers of Assets Other Than Inventory” (“ASU 2016-16”), which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update do not change GAAP for the pre-tax effects of an intra-entity asset transfer under Topic 810, Consolidation, or for an intra-entity transfer of inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The Partnership is currently evaluating the impact that adoption of this standard will have on the consolidated financial statements and related disclosures.
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 final recording of assets and liabilities at their respective carrying values as of the date presented (in millions):
 
 
August 31, 2016
Current assets
 
$
27

Property and equipment
 
51

Goodwill
 
53

Intangible assets
 
56

Current liabilities
 
(16
)
Net assets
 
171

Cash acquired
 
—

Total cash consideration, net of cash acquired
 
$
171

Discontinued Operations (Tables)
Schedule of assets and liabilities classified as held for sale [Table Text Block] 
The following tables present the aggregate carrying amounts of assets and liabilities classified as held for sale in the Consolidated Balance Sheets:
 
 
September 30,
2017
 
December 31,
2016
 
 
(in millions)
Carrying amount of assets held for sale:
 
 
 

Cash
 
$
24

 
$
20

Inventories
 
183

 
188

Other current assets
 
91

 
83

Property and equipment, net
 
2,132

 
2,185

Goodwill
 
1,216

 
1,568

Intangible assets, net
 
499

 
503

Other noncurrent assets
 
2

 
2

Total assets held for sale
 
$
4,147

 
$
4,549

 
 
 
 
 
Carrying amount of liabilities associated with assets held for sale:
 
 
 
 
Other current and noncurrent liabilities
 
$
81

 
$
68

Total liabilities associated with assets held for sale
 
$
81

 
$
68

schedule of operation results associated with discontinued operations [Table Text Block] 
The results of operations associated with discontinued operations are presented in the following table:
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Revenues:
 
 
 
 
 
 
 
Motor fuel sales
$
1,694

 
$
1,364

 
$
4,810

 
$
3,774

Merchandise
599

 
588

 
1,712

 
1,656

Rental income
1

 
1

 
3

 
2

Other
18

 
17

 
55

 
42

Total revenues
2,312

 
1,970

 
6,580

 
5,474

Cost of sales:
 
 
 
 
 
 
 
Motor fuel cost of sales
1,519

 
1,184

 
4,312

 
3,321

Merchandise cost of sales
406

 
401

 
1,163

 
1,124

Other
2

 
—

 
3

 
—

Total cost of sales
1,927

 
1,585

 
5,478

 
4,445

Gross profit
385

 
385

 
1,102

 
1,029

Operating expenses:
 
 
 
 
 
 
 
General and administrative
57

 
37

 
122

 
74

Other operating
216

 
226

 
662

 
658

Rent
20

 
24

 
65

 
69

Loss on disposal of assets and impairment charge
38

 
1

 
367

 
4

Depreciation, amortization and accretion expense
5

 
47

 
68

 
149

Total operating expenses
336

 
335

 
1,284

 
954

Operating income (loss)
49

 
50

 
(182
)
 
75

Interest expense, net
13

 
7

 
22

 
22

Income (loss) from discontinued operations before income taxes
36

 
43

 
(204
)
 
53

Income tax expense
30

 
31

 
60

 
29

Net income (loss) from discontinued operations
$
6

 
$
12

 
$
(264
)
 
$
24

Accounts Receivable, net (Tables)
Schedule of Accounts Receivable
Accounts receivable, net, consisted of the following:
 
September 30,
2017
 
December 31,
2016
 
(in millions)
Accounts receivable, trade
$
258

 
$
361

Credit card receivables
133

 
133

Vendor receivables for rebates, branding, and other
28

 
21

Other receivables
34

 
27

Allowance for doubtful accounts
(2
)
 
(3
)
Accounts receivable, net
$
451

 
$
539

Inventories, net (Tables)
Schedule of Inventories
Inventories, net, consisted of the following:
 
September 30,
2017
 
December 31,
2016
 
(in millions)
Fuel-retail
$
2

 
$
1

Fuel-wholesale
336

 
364

Fuel-consignment
6

 
5

Merchandise
3

 
4

Other
12

 
11

Inventories, net
$
359

 
$
385

Property And Equipment, net (Tables)
Schedule of Property and Equipment
Property and equipment, net, consisted of the following:
 
September 30,
2017
 
December 31,
2016
 
(in millions)
Land
$
544

 
$
501

Buildings and leasehold improvements
417

 
413

Equipment
450

 
427

Construction in progress
120

 
127

Total property and equipment
1,531

 
1,468

Less: accumulated depreciation
340

 
280

Property and equipment, net
$
1,191

 
$
1,188

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:
 
September 30, 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
$
295

 
$
—

 
$
295

 
$
286

 
$
—

 
$
286

Contractual rights
43

 
—

 
43

 
43

 
—

 
43

Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations including supply agreements
664

 
234

 
430

 
611

 
198

 
413

Favorable leasehold arrangements, net
4

 
3

 
1

 
4

 
3

 
1

Loan origination costs
10

 
6

 
4

 
10

 
4

 
6

Other intangibles
7

 
3

 
4

 
3

 
—

 
3

Intangible assets, net
$
1,023

 
$
246

 
$
777

 
$
957

 
$
205

 
$
752

Accrued Expenses and Other Current Liabilities (Tables)
Schedule of Accrued Liabilities
Current accrued expenses and other current liabilities consisted of the following:
 
September 30,
2017
 
December 31,
2016
 
(in millions)
Wage and other employee-related accrued expenses
$
42

 
$
42

Franchise agreement termination accrual
2

 
2

Accrued tax expense
154

 
154

Accrued insurance
14

 
23

Reserve for environmental remediation, current
6

 
5

Accrued interest expense
58

 
39

Deposits and other
83

 
107

Total
$
359

 
$
372

Long-Term Debt (Tables)
Schedule of Long-term Debt
Long-term debt consisted of the following:
 
September 30,
2017
 
December 31,
2016
 
(in millions)
Term Loan
$
1,243

 
$
1,243

Sale leaseback financing obligation
114

 
117

2014 Revolver
644

 
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
4,225

 
4,561

Less: current maturities
6

 
5

Less: debt issuance costs
37

 
47

Long-term debt, net of current maturities
$
4,182

 
$
4,509

Other noncurrent liabilities (Tables)
Other Noncurrent Liabilities [Table Text Block]
 
September 30,
2017
 
December 31, 2016
 
(in millions)
Accrued straight-line rent
$
5

 
$
5

Reserve for underground storage tank removal
16

 
14

Reserve for environmental remediation, long-term
26

 
35

Unfavorable lease liability
10

 
12

Others
42

 
30

Total
$
99

 
$
96

Commitments And Contingencies (Tables)
Schedule of Rent Expense
Net rent expense consisted of the following:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Cash rent:
 
 
 
 
 
 
 
Store base rent (1)
$
9

 
$
9

 
$
27

 
$
25

Equipment and other rent (2)
4

 
3

 
10

 
10

Total cash rent
13

 
12

 
37

 
35

Non-cash rent:
 
 
 
 
 
 
 
Straight-line rent
—

 
—

 
1

 
1

Net rent expense
$
13

 
$
12

 
$
38

 
$
36

________________________________
(1)
Store base rent includes the Partnership's rent expense for sites subleased to dealers. The sublease income from these sites is recorded in rental income on the statement of operations and totaled $6 million and $6 million for the three months ended September 30, 2017 and 2016, respectively, and $19 million and $18 million for the nine months ended September 30, 2017 and 2016, respectively.
(2)
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 September 30,
 
For the Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Interest expense
$
47

 
$
46

 
$
150

 
$
110

Amortization of deferred financing fees
4

 
4

 
12

 
8

Interest income
—

 
(3
)
 
—

 
(7
)
Interest expense, net
$
51

 
$
47

 
$
162

 
$
111

Income Tax Expense (Tables)
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of income tax expense from continuing operations at the U.S. federal statutory rate to net income tax expense is as follows:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(in million)
Tax at statutory federal rate
$
31

 
$
3

 
$
23

 
$
47

Partnership earnings not subject to tax
(74
)
 
(21
)
 
(130
)
 
(81
)
State and local tax, net of federal benefit
(3
)
 
(1
)
 
(7
)
 
(2
)
Statutory tax rate changes
—

 
(1
)
 
—

 
11

Other
2

 
(6
)
 
—

 
4

Net income tax expense (benefit)
$
(44
)
 
$
(26
)
 
$
(114
)
 
$
(21
)
Partners' Capital (Tables)
Distribution of Preferred Unit [Table Text Block] 
 
 
Series A Preferred Unit Holder
Payment Date
 
Total Cash Distribution
 
 
(in millions)
November 14, 2017
 
$
7

August 15, 2017
 
$
8

Schedule of Common Units 
Activity of our common units for the nine months ended September 30, 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
25,435

Number of common units at September 30, 2017
99,475,231

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 September 30,
 
For the Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Attributable to Common Units
 
 
 
 
 
 
 
Distributions (a)
$
82

 
$
79

 
$
246

 
$
236

Distributions in excess of net income
25

 
(55
)
 
(413
)
 
(120
)
Limited partners' interest in net income (loss)
$
107

 
$
24

 
$
(167
)
 
$
116

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

 
$
0.8255

 
$
2.4765

 
$
2.4683

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)
November 14, 2017
 
$
0.8255

 
$
82

 
$
22

August 15, 2017
 
$
0.8255

 
$
82

 
$
21

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 September 30,
 
For the Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(in millions)
Phantom common units
$
9

 
$
3

 
$
18

 
$
8

Allocated expense from Parent
—

 
—

 
—

 
1

Total unit-based compensation expense
$
9

 
$
3

 
$
18

 
$
9

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
(37,066
)
 
42.18

Forfeited
(122,826
)
 
34.64

Outstanding at September 30, 2017
1,873,854

 
$
34.14

Segment Reporting (Tables)
Schedule of Segment Reporting Information, by Segment
The following tables present financial information by segment for the three and nine months ended September 30, 2017 and 2016 (operating performance related to the retail assets held for sale are included in discontinued operations in segment financial information): 
 
For the Three Months Ended September 30,
 
2017
 
2016
 
Wholesale Segment
 
Retail Segment
 
Intercompany Eliminations
 
Totals
 
Wholesale Segment
 
Retail Segment
 
Intercompany Eliminations
 
Totals
 
(in millions)
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
$
—

 
$
40

 
 
 
$
40

 
$
—

 
$
36

 
 
 
$
36

Wholesale motor fuel sales to third parties
2,419

 
—

 
 
 
2,419

 
2,027

 
—

 
 
 
2,027

Wholesale motor fuel sales to affiliates
16

 
—

 
 
 
16

 
28

 
—

 
 
 
28

Merchandise
—

 
19

 
 
 
19

 
—

 
17

 
 
 
17

Rental income
19

 
3

 
 
 
22

 
19

 
4

 
 
 
23

Other
13

 
26

 
 
 
39

 
13

 
23

 
 
 
36

Intersegment sales
121

 
35

 
(156
)
 
—

 
127

 
38

 
(165
)
 
—

Total revenue
2,588

 
123

 
(156
)
 
2,555

 
2,214

 
118

 
(165
)
 
2,167

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
—

 
5

 
 
 
5

 
—

 
6

 
 
 
6

Wholesale motor fuel
181

 
—

 
 
 
181

 
131

 
—

 
 
 
131

Merchandise
—

 
5

 
 
 
5

 
—

 
4

 
 
 
4

Rental and other
32

 
28

 
 
 
60

 
27

 
24

 
 
 
51

Total gross profit
213

 
38

 
 
 
251

 
158

 
34

 
 
 
192

Total operating expenses
88

 
24

 
 
 
112

 
104

 
34

 
 
 
138

Operating income
125

 
14

 
 
 
139

 
54

 
—

 
 
 
54

Interest expense, net
34

 
17

 
 
 
51

 
13

 
34

 
 
 
47

Income (loss) from continuing operations before income taxes
91

 
(3
)
 
 
 
88

 
41

 
(34
)
 
 
 
7

Income tax expense (benefit)
(1
)
 
(43
)
 
 
 
(44
)
 
1

 
(27
)
 
 
 
(26
)
Income (loss) from continuing operations
92

 
40

 
 
 
132

 
40

 
(7
)
 
 
 
33

Income from discontinued operations, net of income taxes (See Note 4)
—

 
6

 
 
 
6

 
—

 
12

 
 
 
12

Net income and comprehensive income
$
92

 
$
46

 
 
 
$
138

 
$
40

 
$
5

 
 
 
$
45

Depreciation, amortization and accretion (1)
23

 
6

 
 
 
29

 
22

 
56

 
 
 
78

Interest expense, net (1)
34

 
30

 
 
 
64

 
13

 
41

 
 
 
54

Income tax expense (benefit) (1)
(1
)
 
(13
)
 
 
 
(14
)
 
1

 
4

 
 
 
5

EBITDA
148

 
69

 
 
 
217

 
76

 
106

 
 
 
182

Non-cash compensation expense (1)
—

 
9

 
 
 
9

 
2

 
1

 
 
 
3

Loss (gain) on disposal of assets and impairment charges (1)
(4
)
 
38

 
 
 
34

 
(1
)
 
1

 
 
 
—

Unrealized loss (gain) on commodity derivatives (1)
(6
)
 
—

 
 
 
(6
)
 
6

 
—

 
 
 
6

Inventory adjustments (1)
(51
)
 
(4
)
 
 
 
(55
)
 
(2
)
 
—

 
 
 
(2
)
Adjusted EBITDA
$
87

 
$
112

 
 
 
$
199

 
$
81

 
$
108

 
 
 
$
189

Capital expenditures (1)
$
24

 
$
17

 
 
 
$
41

 
$
35

 
$
76

 
 
 
$
111

Total assets as of September 30, 2017 and December 31, 2016, respectively
$
3,080

 
$
5,227

 
 
 
$
8,307

 
$
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 September 30,
 
For the Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(in millions, except units and per unit amounts)
Income from continuing operations
$
132

 
$
33

 
$
181

 
$
155

Less:
 
 
 
 
 
 
 
Distributions on Series A Preferred units
7

 
—

 
15

 
—

Incentive distribution rights
22

 
20

 
64

 
60

Distributions on nonvested phantom unit awards
2

 
1

 
5

 
3

Limited partners' interest in income from continuing operations
$
101

 
$
12

 
$
97

 
$
92

Income (loss) from discontinued operations
$
6

 
$
12

 
$
(264
)
 
$
24

Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
Common - basic
99,469,643

 
95,339,786

 
99,185,042

 
92,720,563

Common - equivalents
647,373

 
74,658

 
396,584

 
74,658

Common - diluted
100,117,016

 
95,414,444

 
99,581,626

 
92,795,221

Income from continuing operations per limited partner unit:
 
 
 
 
 
 
 
Common - basic
$
1.03

 
$
0.11

 
$
0.98

 
$
0.98

Common - diluted
$
1.02

 
$
0.11

 
$
0.98

 
$
0.98

Income (loss) from discontinued operations per limited partner unit:
 
 
 
 
 
 
 
Common - basic
$
0.06

 
$
0.13

 
$
(2.66
)
 
$
0.26

Common - diluted
$
0.06

 
$
0.13

 
$
(2.66
)
 
$
0.26

Organization and Principles of Consolidation - Additional Information (Details)
9 Months Ended 0 Months Ended
Sep. 30, 2017
segment
Apr. 1, 2015
Sunoco LLC [Member]
Apr. 1, 2015
Sunoco LLC [Member]
Sep. 30, 2017
Sunoco LLC [Member]
Minimum [Member]
state
Jan. 1, 2016
Sunoco Retail LLC [Member]
Sep. 30, 2017
Motor Fuels [Member]
Minimum [Member]
state
Sep. 30, 2017
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 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Accounting Policies [Abstract]
 
 
 
 
Motor fuel and sales taxes
$ 29 
$ 31 
$ 87 
$ 90 
Acquisitions - Additional Information (Details) (USD $)
3 Months Ended 9 Months Ended 0 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
Sep. 30, 2017
store
Sep. 30, 2016
Sep. 30, 2017
store
Sep. 30, 2016
Apr. 6, 2017
store
Jan. 18, 2017
store
Apr. 6, 2017
TEXAS
store
Apr. 1, 2015
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
Jun. 22, 2016
Kolkhorst Petroleum Inc. [Member]
TEXAS
store
Jun. 22, 2016
Valentine Stores, Inc. [Member]
property
store
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]
Sep. 30, 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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(2,200,000,000)
 
 
 
 
 
 
Revenues
2,555,000,000 
2,167,000,000 
7,330,000,000 
5,918,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
138,000,000 
45,000,000 
(83,000,000)
179,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
27 
 
27 
 
1,112 
97 
208 
 
 
 
 
 
 
 
 
 
 
 
 
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 $)
9 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Sep. 30, 2017
Sep. 30, 2016
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]
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
 
 
 
 
$ 171,000,000 
 
$ 775,000,000 
 
$ 775,000,000 
 
 
 
Payments to Acquire Businesses, Gross
 
 
 
2,200,000,000 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
27,000,000 
 
1,107,000,000 
 
329,000,000 
 
1,436,000,000 
Property and equipment
 
 
 
 
 
51,000,000 
 
384,000,000 
 
710,000,000 
 
1,094,000,000 
Goodwill
1,031,000,000 
 
1,050,000,000 
 
 
53,000,000 
 
0 
 
1,289,000,000 
 
1,289,000,000 
Intangible assets
 
 
 
 
 
56,000,000 
 
182,000,000 
 
294,000,000 
 
476,000,000 
Current liabilities
 
 
 
 
 
(16,000,000)
 
(641,000,000)
 
(146,000,000)
 
(787,000,000)
Net assets
 
 
 
 
 
 
 
1,027,000,000 
 
2,136,000,000 
 
3,163,000,000 
Cash acquired
 
 
 
 
0 
 
 
 
 
 
(24,000,000)
 
Total cash consideration, net of cash acquired
0 
171,000,000 
 
 
 
 
 
 
 
 
2,951,000,000 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets
 
 
 
 
 
 
 
2,000,000 
 
0 
 
2,000,000 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other
 
 
 
 
 
 
 
(7,000,000)
 
(340,000,000)
 
(347,000,000)
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Deemed Contribution
 
 
 
 
 
 
 
 
 
 
 
$ (188,000,000)
Discontinued Operations Narrative (Details) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2017
store
Jun. 30, 2017
Sep. 30, 2017
store
Sep. 30, 2016
Apr. 6, 2017
store
Jan. 18, 2017
store
Dec. 31, 2016
Goodwill, Impairment Loss
$ 44,000,000 
$ 320,000,000 
 
 
 
 
 
Number of stores
27 
 
27 
 
1,112 
97 
 
Business acquisition total purchase price
 
 
 
 
3,300,000,000 
 
 
Goodwill
1,031,000,000 
 
1,031,000,000 
 
 
 
1,050,000,000 
Non-cash unit based compensation expense
 
 
18,000,000 
9,000,000 
 
 
 
TEXAS
 
 
 
 
 
 
 
Number of stores
 
 
 
 
208 
 
 
Discontinued Operations, Held-for-sale [Member]
 
 
 
 
 
 
 
Goodwill of discontinued operations, at carrying amount
1,600,000,000 
 
1,600,000,000 
 
 
 
 
Goodwill
1,216,000,000 
 
1,216,000,000 
 
 
 
1,568,000,000 
Ethanol Plant [Member]
 
 
 
 
 
 
 
Goodwill
188,000,000 
 
188,000,000 
 
 
 
 
Hurricane Harvey [Domain]
 
 
 
 
 
 
 
Tangible Asset Impairment Charges
4,000,000 
 
 
 
 
 
 
Store sales to 7-Eleven [Domain]
 
 
 
 
 
 
 
Business Acquisition, Transaction Costs
12,000,000 
 
 
 
 
 
 
Non-cash unit based compensation expense
$ 6,000,000 
 
 
 
 
 
 
Store under Contract [Member]
 
 
 
 
 
 
 
Number of stores
14 
 
14 
 
 
 
 
Store sales to 7-Eleven [Domain]
 
 
 
 
 
 
 
Number of stores
31 
 
31 
 
 
 
 
Store Sold to Other Entities [Domain]
 
 
 
 
 
 
 
Number of stores
10 
 
10 
 
 
 
 
Store on Market [Domain]
 
 
 
 
 
 
 
Number of stores
15 
 
15 
 
 
 
 
Discontinued Operations Balance Sheet Amounts of Discontinued Operations (Details) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Accounts receivable, net
$ 451 
$ 539 
Inventories, net
359 
385 
Other current assets
79 
72 
Assets Held-for-sale, Not Part of Disposal Group, Current
4,147 
291 
Assets Held-for-sale, Not Part of Disposal Group
 
4,549 
Property and equipment, net
1,191 
1,188 
Goodwill
1,031 
1,050 
Intangible assets, net
777 
752 
Other noncurrent assets
46 
64 
Assets held-for-sale, noncurrent
0 
4,258 
Accrued expenses and other current liabilities
359 
372 
Liabilities held for sale, current
81 
0 
Other noncurrent liabilities
99 
96 
Liabilities held-for-sale, noncurrent
0 
68 
Discontinued Operations, Held-for-sale [Member]
 
 
Accounts receivable, net
24 
20 
Inventories, net
183 
188 
Other current assets
91 
83 
Property and equipment, net
2,132 
2,185 
Goodwill
1,216 
1,568 
Intangible assets, net
499 
503 
Other noncurrent assets
2 
2 
Other noncurrent liabilities
$ 81 
$ 68 
Discontinued Operations Income Statement Data for Discontinued Operations (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Retail motor fuel
$ 40 
$ 36 
$ 117 
$ 102 
Merchandise
19 
17 
53 
50 
Rental income
22 
23 
66 
66 
Other
39 
36 
106 
110 
Revenues
2,555 
2,167 
7,330 
5,918 
Retail motor fuel cost of sales
35 
30 
101 
88 
Merchandise cost of sales
14 
13 
38 
36 
Other
1 
8 
9 
12 
Cost of Revenue
2,304 
1,975 
6,730 
5,290 
Gross Profit
251 
192 
600 
628 
General and administrative
30 
45 
102 
128 
Depreciation, amortization and accretion
24 
31 
87 
85 
Other operating
49 
50 
144 
135 
Rent
13 
12 
38 
36 
Gain (Loss) on Disposition of Property Plant Equipment
(4)
0 
0 
(1)
Operating Expenses
112 
138 
371 
383 
Operating Income (Loss)
139 
54 
229 
245 
Interest expense, net
51 
47 
162 
111 
Income tax benefit
(44)
(26)
(114)
(21)
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent
6 
12 
(264)
24 
Discontinued Operations, Held-for-sale [Member]
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Retail motor fuel
1,694 
1,364 
4,810 
3,774 
Merchandise
599 
588 
1,712 
1,656 
Rental income
1 
1 
3 
2 
Other
18 
17 
55 
42 
Revenues
2,312 
1,970 
6,580 
5,474 
Retail motor fuel cost of sales
1,519 
1,184 
4,312 
3,321 
Merchandise cost of sales
406 
401 
1,163 
1,124 
Other
2 
0 
3 
0 
Cost of Revenue
1,927 
1,585 
5,478 
4,445 
Gross Profit
385 
385 
1,102 
1,029 
General and administrative
57 
37 
122 
74 
Depreciation, amortization and accretion
5 
47 
68 
149 
Other operating
216 
226 
662 
658 
Rent
20 
24 
65 
69 
Gain (Loss) on Disposition of Property Plant Equipment
38 
1 
367 
4 
Operating Expenses
336 
335 
1,284 
954 
Operating Income (Loss)
49 
50 
(182)
75 
Interest expense, net
13 1
7 1
22 1
22 1
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax
36 
43 
(204)
53 
Income tax benefit
30 
31 
60 
29 
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent
$ 6 
$ 12 
$ (264)
$ 24 
[1] For the Three Months EndedSeptember 30, For the Nine Months EndedSeptember 30, 2017 2016 2017 2016 (in millions)Revenues: Motor fuel sales$1,694 $1,364 $4,810 $3,774Merchandise599 588 1,712 1,656Rental income1 1 3 2Other18 17 55 42Total revenues2,312 1,970 6,580 5,474Cost of sales: Motor fuel cost of sales1,519 1,184 4,312 3,321Merchandise cost of sales406 401 1,163 1,124Other2 — 3 —Total cost of sales1,927 1,585 5,478 4,445Gross profit385 385 1,102 1,029Operating expenses: General and administrative57 37 122 74Other operating216 226 662 658Rent20 24 65 69Loss on disposal of assets and impairment charge38 1 367 4Depreciation, amortization and accretion expense5 47 68 149Total operating expenses336 335 1,284 954Operating income (loss)49 50 (182) 75Interest expense, net13 7 22 22Income (loss) from discontinued operations before income taxes36 43 (204) 53Income tax expense30 31 60 29Net income (loss) from discontinued operations$6 $12 $(264) $24
Accounts Receivable, net ((Details) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Allowance for doubtful accounts
$ (2)
$ (3)
Accounts receivable, net
451 
539 
Trade Accounts Receivable [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
258 
361 
Credit Card Receivable [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
133 
133 
Vendor receivables for rebates, branding and other [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
28 
21 
Other Receivables [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
$ 34 
$ 27 
Inventories, net - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2016
Inventory Disclosure [Abstract]
 
 
 
Inventory Write-down
$ (55)
$ 2 
$ 64 
Inventories, net (Details) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Inventory Disclosure [Abstract]
 
 
Fuel-retail
$ 2 
$ 1 
Fuel-wholesale
336 
364 
Fuel-consignment
6 
5 
Merchandise
3 
4 
Other
12 
11 
Inventories, net
$ 359 
$ 385 
Property And Equipment, net (Details) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
$ 1,531 
$ 1,468 
Less: accumulated depreciation
340 
280 
Property and equipment, net
1,191 
1,188 
Land [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
544 
501 
Buildings and leasehold improvements [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
417 
413 
Equipment [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
450 
427 
Construction in progress [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
$ 120 
$ 127 
Goodwill and Other Intangible Assets (Intangible Assets) - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Dec. 31, 2016
Sep. 30, 2017
Sep. 30, 2017
Customer Relations And Supply Agreements [Member]
Weighted Average [Member]
Sep. 30, 2017
Favorable leasehold arrangements, net [Member]
Weighted Average [Member]
Sep. 30, 2017
Noncompete Agreements
Weighted Average [Member]
Sep. 30, 2017
Deferred Loan Origination Costs
Weighted Average [Member]
Finite Lived Intangible Assets [Line Items]
 
 
 
 
 
 
Impairment of Intangible Assets (Excluding Goodwill)
$ 642 
 
 
 
 
 
Goodwill
$ 1,050 
$ 1,031 
 
 
 
 
Remaining weighted-average life
 
 
10 years 
5 years 
15 years 
2 years 
Goodwill and Other Intangible Assets (Intangible Assets) (Details) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
$ 1,023 
$ 957 
Finite-lived intangible assets, Accumulated amortization
246 
205 
Intangible assets, net
777 
752 
Customer Relations And Supply Agreements [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
664 
611 
Finite-lived intangible assets, Accumulated amortization
234 
198 
Finite-lived intangible assets, Net
430 
413 
Favorable leasehold arrangements, net [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
4 
4 
Finite-lived intangible assets, Accumulated amortization
3 
3 
Finite-lived intangible assets, Net
1 
1 
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
6 
4 
Finite-lived intangible assets, Net
4 
6 
Other [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
7 
3 
Finite-lived intangible assets, Accumulated amortization
3 
0 
Finite-lived intangible assets, Net
4 
3 
Trade Names [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Other Indefinite-lived Intangible Assets, Gross Carrying Amount
295 
286 
Other Indefinite-lived Intangible Assets, Accumulated Amortization
0 
0 
Other Indefinite-lived Intangible Assets
295 
286 
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 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Accrued Expenses And Other Current Liabilities [Abstract]
 
 
Wage and other employee-related accrued expenses
$ 42 
$ 42 
Franchise agreement termination accrual
2 
2 
Accrued tax expense
154 
154 
Accrued insurance
14 
23 
Reserve for environmental remediation, current
6 
5 
Accrued interest expense
58 
39 
Deposits and other
83 
107 
Total
$ 359 
$ 372 
Long-Term Debt (Details) (USD $)
In Millions, unless otherwise specified
9 Months Ended
Sep. 30, 2017
Dec. 31, 2016
Dec. 31, 2016
Term Loan [Member]
Sep. 30, 2017
2014 Revolver [Member]
Dec. 31, 2016
2014 Revolver [Member]
Sep. 30, 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]
Sep. 30, 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]
Sep. 30, 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
114 
117 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit
644 
1,000 
 
644 
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% 
Other
24 
1 
 
 
 
 
 
 
 
 
 
 
 
 
Total debt
4,225 
4,561 
 
 
 
 
 
 
 
 
 
 
 
 
Less: current maturities
6 
5 
 
 
 
 
 
 
 
 
 
 
 
 
Less: debt issuance costs
37 
47 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt, net of current maturities
$ 4,182 
$ 4,509 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value, Measurement Inputs, Disclosure [Text Block]
4.3 
 
 
 
 
 
 
 
 
 
 
 
 
 
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]
Sep. 30, 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
9 Months Ended 0 Months Ended
Sep. 30, 2017
Sep. 30, 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]
Sep. 30, 2017
Senior Notes [Member]
5.500% Senior Notes Due 2020 [Member]
Jul. 20, 2015
Senior Notes [Member]
5.500% Senior Notes Due 2020 [Member]
Oct. 10, 2017
Subsequent Event [Member]
Senior Notes [Member]
5.500% Senior Notes Due 2020 [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
Face amount
 
 
 
 
 
$ 600 
 
Redemption price
 
 
 
 
 
 
102.75% 
Interest rate, stated percentage
 
 
 
 
5.50% 
5.50% 
 
Proceeds from issuance of Senior Notes
0 
2,835 
 
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
9 Months Ended 0 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Apr. 7, 2016
Senior Notes [Member]
6.250% Senior Notes Due 2021 [Member]
Sep. 30, 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 
$ 2,835 
$ 789 
 
 
Long-Term Debt (6.375% Senior Notes Due 2023) (Details) (USD $)
In Millions, unless otherwise specified
9 Months Ended 0 Months Ended
Sep. 30, 2017
Sep. 30, 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]
Sep. 30, 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 
2,835 
 
787 
 
 
Liquidated damages in the form of additional interest
 
 
$ 2 
 
 
 
Long-Term Debt (Revolving Credit Agreement) (Details) (USD $)
3 Months Ended 3 Months Ended 0 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
Sep. 30, 2017
Dec. 31, 2016
Apr. 4, 2013
dealer
Sep. 30, 2017
2014 Revolver [Member]
Dec. 31, 2016
2014 Revolver [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, 2017
Revolving Credit Agreement [Member]
Maximum [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]
Sep. 30, 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. 30, 2017
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]
Sep. 30, 2017
Revolving Credit Agreement [Member]
Disposition of 7-Eleven Assets or West Texas Assets [Domain]
2014 Revolver [Member]
Sep. 30, 2017
Revolving Credit Agreement [Member]
No disposition [Domain]
2014 Revolver [Member]
Sep. 30, 2017
Revolving Credit Agreement [Member]
Disposition of 7-Eleven Assets and West Texas Assets [Domain] [Domain]
2014 Revolver [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]
Mar. 31, 2019
Subsequent Event [Member]
Revolving Credit Agreement [Member]
Disposition of 7-Eleven Assets or West Texas Assets [Domain]
2014 Revolver [Member]
Dec. 31, 2018
Subsequent Event [Member]
Revolving Credit Agreement [Member]
Disposition of 7-Eleven Assets or West Texas Assets [Domain]
2014 Revolver [Member]
Sep. 30, 2018
Subsequent Event [Member]
Revolving Credit Agreement [Member]
Disposition of 7-Eleven Assets or West Texas Assets [Domain]
2014 Revolver [Member]
Jun. 30, 2018
Subsequent Event [Member]
Revolving Credit Agreement [Member]
Disposition of 7-Eleven Assets or West Texas Assets [Domain]
2014 Revolver [Member]
Mar. 31, 2018
Subsequent Event [Member]
Revolving Credit Agreement [Member]
Disposition of 7-Eleven Assets or West Texas Assets [Domain]
2014 Revolver [Member]
Dec. 31, 2017
Subsequent Event [Member]
Revolving Credit Agreement [Member]
Disposition of 7-Eleven Assets or West Texas Assets [Domain]
2014 Revolver [Member]
Mar. 31, 2019
Subsequent Event [Member]
Revolving Credit Agreement [Member]
No disposition [Domain]
2014 Revolver [Member]
Dec. 31, 2018
Subsequent Event [Member]
Revolving Credit Agreement [Member]
No disposition [Domain]
2014 Revolver [Member]
Sep. 30, 2018
Subsequent Event [Member]
Revolving Credit Agreement [Member]
No disposition [Domain]
2014 Revolver [Member]
Jun. 30, 2018
Subsequent Event [Member]
Revolving Credit Agreement [Member]
No disposition [Domain]
2014 Revolver [Member]
Mar. 31, 2018
Subsequent Event [Member]
Revolving Credit Agreement [Member]
No disposition [Domain]
2014 Revolver [Member]
Dec. 31, 2017
Subsequent Event [Member]
Revolving Credit Agreement [Member]
No disposition [Domain]
2014 Revolver [Member]
Mar. 31, 2019
Subsequent Event [Member]
Revolving Credit Agreement [Member]
Disposition of 7-Eleven Assets and West Texas Assets [Domain] [Domain]
2014 Revolver [Member]
Dec. 31, 2018
Subsequent Event [Member]
Revolving Credit Agreement [Member]
Disposition of 7-Eleven Assets and West Texas Assets [Domain] [Domain]
2014 Revolver [Member]
Sep. 30, 2018
Subsequent Event [Member]
Revolving Credit Agreement [Member]
Disposition of 7-Eleven Assets and West Texas Assets [Domain] [Domain]
2014 Revolver [Member]
Jun. 30, 2018
Subsequent Event [Member]
Revolving Credit Agreement [Member]
Disposition of 7-Eleven Assets and West Texas Assets [Domain] [Domain]
2014 Revolver [Member]
Mar. 31, 2018
Subsequent Event [Member]
Revolving Credit Agreement [Member]
Disposition of 7-Eleven Assets and West Texas Assets [Domain] [Domain]
2014 Revolver [Member]
Dec. 31, 2017
Subsequent Event [Member]
Revolving Credit Agreement [Member]
Disposition of 7-Eleven Assets and West Texas Assets [Domain] [Domain]
2014 Revolver [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
644,000,000 
1,000,000,000 
 
644,000,000 
1,000,000,000 
 
 
 
 
 
644,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Letters of Credit Outstanding, Amount
 
 
 
 
 
 
 
 
 
 
9,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current borrowing capacity
 
 
 
 
 
 
 
 
 
 
847,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number Of Dealer Operated Sites
 
 
50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Covenant, Leverage Ratio
 
 
 
 
 
 
 
5.50 
 
 
 
 
 
 
 
 
 
 
 
6.00 
 
 
 
 
 
 
 
6.75 
6.75 
6.75 
 
 
 
 
 
 
 
 
 
5.5 
5.75 
6.0 
6.25 
6.5 
6.75 
5.50 
5.50 
5.50 
5.50 
5.75 
6.00 
5.50 
5.75 
6.00 
6.25 
6.50 
6.75 
5.50 
5.50 
5.50 
5.50 
5.75 
5.75 
Debt Instrument, Covenant, Leverage Ratio, Certain Acquisitions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6.0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Covenant, Leverage Ratio, Certain Acquisitions Threshold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 50,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-Term Debt (Sale Leaseback Financing Obligation) (Details) (USD $)
In Millions, unless otherwise specified
9 Months Ended
Sep. 30, 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
$ 114 
$ 117 
 
Other noncurrent liabilities Other noncurrent liabilities(Details) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2017
Dec. 31, 2016
Other Noncurrent Liabilities [Abstract]
 
 
Accrued Environmental Loss Contingencies, Noncurrent
$ 26 
$ 35 
Off-market Lease, Unfavorable
10 
12 
Other Sundry Liabilities, Noncurrent
42 
30 
Deferred Rent Credit, Noncurrent
5 
5 
Reserve for underground storage tank removal
$ 16 
$ 14 
Related-Party Transactions - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
agreement
Sep. 30, 2016
Dec. 31, 2016
Sep. 30, 2017
Philadelphia Energy Solutions Refining and Marketing [Member]
agreement
Sep. 30, 2017
Merrill Lynch Commodities [Member]
agreement
Sep. 25, 2012
Susser [Member]
store
Sep. 30, 2017
Susser [Member]
Sep. 30, 2016
Susser [Member]
store
Sep. 30, 2017
Sunoco Retail LLC [Member]
Sep. 30, 2017
Affiliated Entity [Member]
Sep. 30, 2016
Affiliated Entity [Member]
Sep. 30, 2017
Affiliated Entity [Member]
Sep. 30, 2016
Affiliated Entity [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 
 
 
 
 
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
$ 85 
 
$ 85 
 
$ 87 
 
 
 
 
 
 
 
 
 
 
Repayment of Line of credit
 
 
2,250 
1,692 
 
 
 
 
 
 
 
 
 
 
 
Receivables from affiliates
140 
 
140 
 
3 
 
 
 
 
 
 
 
 
 
 
Accounts payable to affiliates
195 
 
195 
 
109 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales to affiliates
16 
28 
44 
45 
 
 
 
 
 
 
 
16 
28 
44 
45 
Bulk fuel purchase from affiliates
 
 
 
 
 
 
 
 
 
 
 
$ 601 
$ 494 
$ 1,700 
$ 1,400 
Commitments And Contingencies (Leases) (Details)
9 Months Ended
Sep. 30, 2017
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 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Cash rent:
 
 
 
 
Store base rent
$ 9 
$ 9 
$ 27 
$ 25 
Equipment and other rent
4 
3 
10 
10 
Total cash rent
13 
12 
37 
35 
Non-cash rent:
 
 
 
 
Straight-line rent
0 
0 
1 
1 
Net rent expense
13 
12 
38 
36 
Store base rent, sublease rental income
$ 6 
$ 6 
$ 19 
$ 18 
Interest Expense, net (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Interest Income (Expense), Net [Abstract]
 
 
 
 
Interest expense
$ 47 
$ 46 
$ 150 
$ 110 
Amortization of deferred financing fees
4 
4 
12 
8 
Interest income
0 
(3)
0 
(7)
Interest expense, net
$ 51 
$ 47 
$ 162 
$ 111 
Income Tax Expense (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Income Tax Disclosure [Abstract]
 
 
 
 
Tax at statutory federal rate
$ 31 
$ 3 
$ 23 
$ 47 
Partnership earnings not subject to tax
(74)
(21)
(130)
(81)
State and local tax, net of federal benefit
(3)
(1)
(7)
(2)
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount
0 
(1)
0 
11 
Other
2 
(6)
0 
4 
Net income tax expense (benefit)
(44)
(26)
(114)
(21)
Interest Income Cash
$ 0 
$ 3 
$ 0 
$ 7 
Partners' Capital Narrative (Details) (USD $)
In Millions, except Share data, unless otherwise specified
9 Months Ended 9 Months Ended 3 Months Ended
Sep. 30, 2017
Sep. 30, 2017
Common Units - Public [Member]
Dec. 31, 2016
Common Units - Public [Member]
Sep. 30, 2017
Common Units [Member]
Dec. 31, 2016
Common Units [Member]
Sep. 30, 2017
Parent Company [Member]
Sep. 30, 2017
Parent Company [Member]
Common Units [Member]
Schedule of Partners' Capital [Line Items]
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
 
53,724,405 
52,430,220 
99,475,231 
98,181,046 
 
45,750,826 
Percentage of membership interest acquired
100.00% 
 
 
 
 
46.00% 
 
Partners' Capital Account, Public Sale of Units, Amount Authorized
 
 
 
$ 400 
 
 
 
Partners' Capital Account, Units, Sale of Units
 
 
 
1,268,750 
 
 
 
Equity Issued To Partners Capital Account
 
 
 
33 
 
 
 
Payments of Stock Issuance Costs
 
 
 
0 
 
 
 
Equity Distribution, Remaining Available Authorized Amount
 
 
 
$ 295 
 
 
 
Partners' Capital (Details) (USD $)
In Millions, except Share data, unless otherwise specified
9 Months Ended 12 Months Ended 0 Months Ended 9 Months Ended 3 Months Ended
Sep. 30, 2017
Sep. 30, 2017
Class C Units [Member]
Dec. 31, 2015
Class C Units [Member]
Jan. 1, 2016
Class C Units [Member]
Mar. 30, 2017
Series A Preferred Units [Member]
Sep. 30, 2017
Series A Preferred Units [Member]
Dec. 31, 2016
Series A Preferred Units [Member]
Sep. 30, 2017
Common Units [Member]
Dec. 31, 2016
Common Units [Member]
Sep. 30, 2017
Common Units - Public [Member]
Dec. 31, 2016
Common Units - Public [Member]
Sep. 30, 2017
Parent Company [Member]
Sep. 30, 2017
Parent Company [Member]
Series A Preferred Units [Member]
Sep. 30, 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]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity Issued To Partners Capital Account
 
 
 
 
$ 300 
 
 
$ 33 
 
 
 
 
 
 
 
 
Payments of Stock Issuance Costs
 
 
 
 
 
 
 
0 
 
 
 
 
 
 
 
 
Partners' Capital Account, Public Sale of Units, Amount Authorized
 
 
 
 
 
 
 
400 
 
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
 
 
 
 
 
12,000,000 
0 
99,475,231 
98,181,046 
53,724,405 
52,430,220 
 
12,000,000 
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
 
43 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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])
9 Months Ended
Sep. 30, 2017
Sep. 30, 2017
Common Units [Member]
 
 
Class of Stock [Line Items]
 
 
Phantom unit vesting (in shares)
25,435 
 
Common units issued in connection the ATM (in shares)
1,268,750 
 
Limited Partners' Capital Account, Units Outstanding
98,181,046 
99,475,231 
Partners' Capital (Allocations of Net Income) (Details) (Common Units [Member], USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Common Units [Member]
 
 
 
 
Schedule of Partners' Capital [Line Items]
 
 
 
 
Distributions
$ 82 
$ 79 
$ 246 
$ 236 
Distributions in excess of income
(25)
55 
413 
120 
Limited partners' interest in income from continuing operations
$ 107 
$ 24 
$ (167)
$ 116 
Cash distribution per common unit (in shares)
$ 0.8255 
$ 0.8255 
$ 2.4765 
$ 2.4683 
Partners' Capital (Incentive Distribution Rights) (Details)
9 Months Ended
Sep. 30, 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 9 Months Ended 0 Months Ended
Aug. 15, 2017
May 16, 2017
Feb. 21, 2017
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Nov. 14, 2017
Subsequent Event [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
 
 
 
 
 
 
 
 
Per Unit Distribution (in dollars per share)
$ 0.8255 
$ 0.8255 
$ 0.8255 
 
 
 
 
$ 0.8255 
Total Cash Distribution
$ 82 
$ 82 
$ 81 
 
 
$ 312 
$ 286 
$ 82 
Distribution to IDR Holders
$ 21 
$ 21 
$ 21 
$ 22 
$ 20 
$ 64 
$ 60 
$ 22 
Partners' Capital Series A Preferred Units (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 0 Months Ended
Sep. 30, 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
$ 7 
 
 
Shares Issued, Price Per Share
 
 
$ 25.00 
Preferred Units, Issued
 
 
12,000,000 
Equity Issued To Partners Capital Account
 
$ 300 
 
Partners' Capital Distribution of Preferred Units (Details) (USD $)
In Millions, unless otherwise specified
0 Months Ended
Nov. 14, 2017
Aug. 15, 2017
Distribution of Preferred Units [Abstract]
 
 
Distribution Made to Limited Partner, Cash Distributions Paid
$ 7 
$ 8 
Unit-Based Compensation (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
 
Non-cash equity based compensation expense
$ 9 
$ 3 
$ 18 
$ 9 
Phantom common units [Member]
 
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
 
Non-cash equity based compensation expense
9 
3 
18 
8 
Allocated from ETP [Member]
 
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
 
Allocated Share-based Compensation Expense
$ 0 
$ 0 
$ 0 
$ 1 
Unit-Based Compensation (Phantom Common Unit Awards) - Additional Information(Details) (USD $)
In Millions, unless otherwise specified
9 Months Ended
Sep. 30, 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
$ 27 
Fair Value Of Nonvested Service Phantom Units
$ 64 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
3 years 8 months 
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 $)
9 Months Ended 12 Months Ended
Sep. 30, 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)
$ 34.64 
$ 39.77 
Non-vested at end of period, Weighted Average Grant Date Fair Value (in dollars per share)
$ 34.14 
$ 34.43 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value
$ 42.18 
$ 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)
1,873,854 
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
37,066 
1,240 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares
(122,826)
(98,511)
Unit-Based Compensation (Cash Awards) - Additional Information (Details) (USD $)
In Millions, except Share data, unless otherwise specified
1 Months Ended 9 Months Ended
Sep. 30, 2015
Jan. 31, 2015
Sep. 30, 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)
9 Months Ended
Sep. 30, 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 9 Months Ended
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2016
Segment Reporting Information [Line Items]
 
 
 
 
 
Retail motor fuel
$ 40 
$ 36 
$ 117 
$ 102 
 
Wholesale motor fuel sales to third parties
2,419 
2,027 
6,944 
5,545 
 
Wholesale motor fuel sales to affiliates
16 
28 
44 
45 
 
Merchandise
19 
17 
53 
50 
 
Rental income
22 
23 
66 
66 
 
Other
39 
36 
106 
110 
 
Intersegment
0 
0 
0 
0 
 
Total revenues
2,555 
2,167 
7,330 
5,918 
 
Gross Profit, Motor Fuel - Retail
5 
6 
16 
14 
 
Gross Profit, Motor Fuel - Wholesale
181 
131 
406 
436 
 
Gross Profit, Merchandise
5 
4 
15 
14 
 
Gross Profit, Other
60 
51 
163 
164 
 
Gross profit
251 
192 
600 
628 
 
Operating Expenses
112 
138 
371 
383 
 
Operating income
139 
54 
229 
245 
 
Interest expense, net
51 
47 
162 
111 
 
Income from continuing operations before income taxes
88 
7 
67 
134 
 
Net income tax expense (benefit)
(44)
(26)
(114)
(21)
 
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent
132 
33 
181 
155 
 
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent
6 
12 
(264)
24 
 
Net income and comprehensive income
138 
45 
(83)
179 
 
Depreciation Amortization And Accretion Net, including discontinued operations
29 
78 
155 
234 
 
Interest Expense, including discontinued operations
64 
54 
184 
133 
 
Income Tax Expense (Benefit), including discontinued operation
(14)
5 
(54)
8 
 
EBITDA
217 
182 
202 
554 
 
Non-cash compensation expense
9 
3 
18 
9 
 
Gain (Loss) On Disposition Of Property Plant Equipment, including discontinued operations
34 
0 
367 
(3)
 
Unrealized loss on commodity derivatives
6 
(6)
5 
(9)
 
Inventory fair value adjustments
55 
(2)
 
(64)
 
Inventory Write-down, including discontinued operations
 
 
(8)
 
 
Adjusted EBITDA
199 
189 
574 
511 
 
Payments to Acquire Property, Plant, and Equipment, including discontinued operations
41 
 
139 
291 
 
Total assets at end of period
8,307 
 
8,307 
 
8,701 
Wholesale Segment [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Net income tax expense (benefit)
 
 
(1)
1 
 
Operating Segments [Member] |
Wholesale Segment [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Retail motor fuel
0 
0 
0 
0 
 
Wholesale motor fuel sales to third parties
2,419 
2,027 
6,944 
5,545 
 
Wholesale motor fuel sales to affiliates
16 
28 
44 
45 
 
Merchandise
0 
0 
0 
0 
 
Rental income
19 
19 
58 
57 
 
Other
13 
13 
37 
30 
 
Intersegment
121 
127 
340 
258 
 
Total revenues
2,588 
2,214 
7,423 
5,935 
 
Gross Profit, Motor Fuel - Retail
0 
0 
0 
0 
 
Gross Profit, Motor Fuel - Wholesale
181 
131 
406 
436 
 
Gross Profit, Merchandise
0 
0 
0 
0 
 
Gross Profit, Other
32 
27 
87 
78 
 
Gross profit
213 
158 
493 
514 
 
Operating Expenses
88 
104 
291 
283 
 
Operating income
125 
54 
202 
231 
 
Interest expense, net
34 
13 
68 
41 
 
Income from continuing operations before income taxes
91 
41 
134 
190 
 
Net income tax expense (benefit)
(1)
1 
 
 
 
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent
92 
40 
135 
189 
 
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent
0 
0 
0 
0 
 
Net income and comprehensive income
92 
40 
135 
189 
 
Depreciation Amortization And Accretion Net, including discontinued operations
23 
22 
81 
60 
 
Interest Expense, including discontinued operations
34 
13 
68 
41 
 
Income Tax Expense (Benefit), including discontinued operation
(1)
1 
(1)
1 
 
EBITDA
148 
76 
283 
291 
 
Non-cash compensation expense
0 
2 
1 
4 
 
Gain (Loss) On Disposition Of Property Plant Equipment, including discontinued operations
4 
1 
0 
1 
 
Unrealized loss on commodity derivatives
(6)
6 
(5)
9 
 
Inventory fair value adjustments
51 
(2)
8 
(61)
 
Adjusted EBITDA
87 
81 
271 
242 
 
Payments to Acquire Property, Plant, and Equipment, including discontinued operations
24 
35 
50 
79 
 
Total assets at end of period
3,080 
 
3,080 
 
3,201 
Operating Segments [Member] |
Retail Segment [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Retail motor fuel
40 
36 
117 
102 
 
Wholesale motor fuel sales to third parties
0 
0 
0 
0 
 
Wholesale motor fuel sales to affiliates
0 
0 
0 
0 
 
Merchandise
19 
17 
53 
50 
 
Rental income
3 
4 
8 
9 
 
Other
26 
23 
69 
80 
 
Intersegment
35 
38 
94 
99 
 
Total revenues
123 
118 
341 
340 
 
Gross Profit, Motor Fuel - Retail
5 
6 
16 
14 
 
Gross Profit, Motor Fuel - Wholesale
0 
0 
0 
0 
 
Gross Profit, Merchandise
5 
4 
15 
14 
 
Gross Profit, Other
28 
24 
76 
86 
 
Gross profit
38 
34 
107 
114 
 
Operating Expenses
24 
34 
80 
100 
 
Operating income
14 
0 
27 
14 
 
Interest expense, net
17 
34 
94 
70 
 
Income from continuing operations before income taxes
(3)
(34)
(67)
(56)
 
Net income tax expense (benefit)
(43)
(27)
(113)
(22)
 
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent
40 
(7)
46 
(34)
 
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent
6 
12 
(264)
24 
 
Net income and comprehensive income
46 
5 
(218)
(10)
 
Depreciation Amortization And Accretion Net, including discontinued operations
6 
56 
74 
174 
 
Interest Expense, including discontinued operations
30 
41 
116 
92 
 
Income Tax Expense (Benefit), including discontinued operation
(13)
4 
(53)
7 
 
EBITDA
69 
106 
(81)
263 
 
Non-cash compensation expense
9 
1 
17 
5 
 
Gain (Loss) On Disposition Of Property Plant Equipment, including discontinued operations
(38)
(1)
(367)
(4)
 
Unrealized loss on commodity derivatives
0 
0 
0 
0 
 
Inventory fair value adjustments
4 
0 
0 
(3)
 
Adjusted EBITDA
112 
108 
303 
269 
 
Payments to Acquire Property, Plant, and Equipment, including discontinued operations
17 
76 
89 
212 
 
Total assets at end of period
5,227 
 
5,227 
 
5,500 
Intersegment Eliminations
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Intersegment
(156)
(165)
(434)
(357)
 
Total revenues
$ (156)
$ (165)
$ (434)
$ (357)
 
Net Income per Unit (Details) (USD $)
In Millions, except Share data, unless otherwise specified
0 Months Ended 3 Months Ended 9 Months Ended
Aug. 15, 2017
May 16, 2017
Feb. 21, 2017
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2017
Sep. 30, 2016
Earnings Per Share Basic [Line Items]
 
 
 
 
 
 
 
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent
 
 
 
$ 132 
$ 33 
$ 181 
$ 155 
Preferred Units, Cumulative Cash Distributions
 
 
 
 
 
(15)
 
Net income (loss) and comprehensive income (loss)
 
 
 
138 
45 
(83)
179 
Incentive distribution rights
21 
21 
21 
22 
20 
64 
60 
Distributions on nonvested phantom unit awards
 
 
 
2 
1 
5 
3 
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent
 
 
 
6 
12 
(264)
24 
Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
Income (Loss) from Continuing Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted
 
 
 
$ 1.02 
$ 0.11 
$ 0.98 
$ 0.98 
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted
 
 
 
$ 0.06 
$ 0.13 
$ (2.66)
$ 0.26 
Common Units [Member]
 
 
 
 
 
 
 
Earnings Per Share Basic [Line Items]
 
 
 
 
 
 
 
Income from Continuing Operations Allocated to Limited Partners
 
 
 
101 
12 
97 
92 
Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
Common - basic (in shares)
 
 
 
99,469,643 
95,339,786 
99,185,042 
92,720,563 
Common - equivalents (in shares)
 
 
 
647,373 
74,658 
396,584 
74,658 
Common - diluted (in shares)
 
 
 
100,117,016 
95,414,444 
99,581,626 
92,795,221 
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax
 
 
 
$ 1.03 
$ 0.11 
$ 0.98 
$ 0.98 
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic
 
 
 
$ 0.06 
$ 0.13 
$ (2.66)
$ 0.26 
Series A Preferred Units [Member]
 
 
 
 
 
 
 
Earnings Per Share Basic [Line Items]
 
 
 
 
 
 
 
Preferred Units, Cumulative Cash Distributions
 
 
 
$ 7 
$ 0 
$ 15 
$ 0 
Subsequent Events (Details) (USD $)
9 Months Ended 0 Months Ended
Sep. 30, 2017
store
Apr. 6, 2017
store
Jan. 18, 2017
store
Oct. 12, 2016
Denny Oil Company [Member]
property
location
Apr. 6, 2017
TEXAS
store
Subsequent Event [Line Items]
 
 
 
 
 
Number of stores
27 
1,112 
97 
 
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