SUNOCO LP, 10-Q filed on 8/9/2018
Quarterly Report
v3.10.0.1
Document And Entity Information - shares
 6 Months Ended
Jun. 30, 2018
Aug. 03, 2018
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 Jun. 30, 2018  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q2  
Amendment Flag false  
Subsequent Event [Member] | Common Units [Member]    
Document Information [Line Items]    
Entity Partnership Units Outstanding   82,503,573
Subsequent Event [Member] | Common Class C [Member]    
Document Information [Line Items]    
Entity Partnership Units Outstanding   16,410,780
v3.10.0.1
Consolidated Balance Sheets - USD ($)
$ in Millions
Jun. 30, 2018
Dec. 31, 2017
Current assets:    
Cash and cash equivalents $ 19 $ 28
Accounts receivable, net 529 541
Receivables from affiliates 163 155
Inventories, net 456 426
Other current assets 62 81
Assets held for sale 6 3,313
Total current assets 1,235 4,544
Property and equipment, net 1,520 1,557
Other assets:    
Goodwill 1,469 1,430
Intangible assets, net 659 768
Other noncurrent assets 123 45
Total assets 5,006 8,344
Current liabilities:    
Accounts payable 439 559
Accounts payable to affiliates 167 206
Accrued expenses and other current liabilities 544 368
Current maturities of long-term debt 5 6
Liabilities associated with assets held for sale 0 75
Total current liabilities 1,155 1,214
Revolving line of credit 320 765
Long-term debt, net 2,282 3,519
Advances from affiliates 85 85
Deferred tax liability 112 389
Other noncurrent liabilities 136 125
Total liabilities 4,090 6,097
Commitments and contingencies (Note 14)
Equity:    
Total equity 916 2,247
Total liabilities and equity 5,006 8,344
Common Units    
Equity:    
Total partners' capital 916 1,947
Class C Units - Held by Subsidiary [Member]    
Equity:    
Total partners' capital $ 0 $ 0
v3.10.0.1
Consolidated Balance Sheets (Parenthetical) - shares
Jun. 30, 2018
Dec. 31, 2017
Series A Preferred Units [Member]    
Equity:    
Limited partners' capital account, units issued (in shares) 0 12,000,000
Limited Partners' Capital Account, Units Outstanding 0 12,000,000
Common Units [Member]    
Equity:    
Limited partners' capital account, units issued (in shares)   99,667,999
Limited Partners' Capital Account, Units Outstanding 82,498,849 99,667,999
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
v3.10.0.1
Consolidated Statements of Operations and Comprehensive Income - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Revenues:        
Revenues $ 4,607   $ 8,356  
Operating expenses:        
Rent 19 $ 22 34 $ 42
Loss on disposal of assets and impairment charges [1] 40 326 66 333
Depreciation, amortization and accretion 41 39 90  
Interest expense, net [1] 36 58 72 120
Loss on extinguishment of debt and other [1]     (129) 0
Income tax expense (benefit) (2) 45 29 (59)
Income (loss) from continuing operations 94 (29) 16 (17)
Loss from discontinued operations, net of income taxes (26) (193) (263) (204)
Net income (loss) and comprehensive income (loss) $ 68 $ (222) $ (247) $ (221)
Net income (loss) per limited partner unit - diluted:        
Income (Loss) from Continuing Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted $ 0.90 $ (0.59) $ (0.29) $ (0.70)
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted (0.32) (1.94) (3.05) (2.07)
Net Income (Loss), Net of Tax, Per Outstanding Limited Partnership Unit, Diluted 0.58 (2.53) (3.34) (2.77)
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 0.91 (0.58) (0.29) (0.70)
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic (0.32) (1.94) (3.05) (2.07)
Net Income (Loss), Per Outstanding Limited Partnership Unit, Basic, Net of Tax $ 0.59 $ (2.52) $ (3.34) $ (2.77)
Weighted average limited partner units outstanding:        
Weighted average limited partner units outstanding (basic) (in shares) 82,494,976 99,466,424 86,104,411 99,040,383
Cash distribution per common unit (in shares) $ 0.8255 $ 0.8255 $ 1.651 $ 1.651
Common Units        
Weighted average limited partner units outstanding:        
Weighted average limited partner units outstanding (basic) (in shares) 82,494,976 99,466,424 86,104,411 99,040,383
Common Units - Affiliated [Member]        
Weighted average limited partner units outstanding:        
Weighted average limited partner units oustanding (basic and diluted) (in shares) 82,947,669 99,900,007 86,569,372 99,306,045
Continuing Operations [Member]        
Revenues:        
Revenues $ 4,607 $ 2,892 $ 8,356 $ 5,700
Other 66 185 242 353
Cost of sales:        
Cost of Revenue 4,297 2,633 7,750 5,185
Other 17 103 124 195
Gross profit 310 259 606 515
Operating expenses:        
General and administrative 34 36 69 68
Other operating 86 93 184 185
Rent 19 22 34 42
Loss on disposal of assets and impairment charges 2 92 5 94
Depreciation, amortization and accretion 41 36 90 90
Total operating expenses 182 279 382 479
Operating income (loss) 128 (20) 224 36
Interest expense, net 36 54 70 112
Loss on extinguishment of debt and other 0 0 109 0
Income (loss) from continuing operations before income taxes 92 (74) 45 (76)
Income tax expense (benefit) (2) (45) 29 (59)
Income (loss) from continuing operations 94 (29) 16 (17)
Loss from discontinued operations, net of income taxes     (263) (204)
Continuing Operations [Member] | Motor Fuels [Member]        
Revenues:        
Revenues 4,507 2,685 8,058 5,303
Cost of sales:        
Cost of Revenue 4,280 2,530 7,626 4,990
Gross profit 227 155 432 313
Continuing Operations [Member] | Rental and Other [Member]        
Revenues:        
Revenues 34 22 56 44
Cost of sales:        
Gross profit $ 34 $ 22 $ 56 $ 44
[1] (1)Includes amounts from discontinued operations.
v3.10.0.1
Consolidated Statement of Equity - USD ($)
$ in Millions
Total
Common Units
Preferred Units-Affiliated
Cumulative effect of change in revenue recognition accounting principle $ (54) $ (54) $ 0
Beginning balance at Dec. 31, 2017 2,247 1,947 300
Repurchase of common units (540) (540) 0
Redemption of Preferred units (300) 0 (300)
Cash distribution to unitholders (194) 194 0
Distribution to preferred units (2) 0 2
Unit-based compensation 6 6 0
Partnership net income (loss) (247) (249) 2
Ending balance at Jun. 30, 2018 $ 916 $ 916 $ 0
v3.10.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Cash flows from operating activities:    
Net income (loss) $ (247) $ (221)
Adjustments to reconcile net income (loss) to net cash provided by continuing operating activities:    
Loss from discontinued operations 263 204
Depreciation, amortization and accretion 90  
Loss on disposal of assets and impairment charges [1] 66 333
Loss on extinguishment of debt and other [1] (129) 0
Non-cash unit based compensation expense [1] 6 9
Changes in operating assets and liabilities, net of acquisitions:    
Accounts receivable (42)  
Cash flows from investing activities:    
Capital expenditures [1] (32) (99)
Cash flows from discontinued operations:    
Net increase (decrease) in cash (9) (2)
Cash and cash equivalents at beginning of period 28 103
Cash and cash equivalents at end of period 19 101
Continuing Operations [Member]    
Adjustments to reconcile net income (loss) to net cash provided by continuing operating activities:    
Loss from discontinued operations 263 204
Depreciation, amortization and accretion 90 90
Amortization of deferred financing fees 3 8
Loss on disposal of assets and impairment charges 5 94
Loss on extinguishment of debt and other 109 0
Non-cash unit based compensation expense 6 9
Deferred income tax (21) 59
Inventory valuation adjustment (57) 42
Changes in operating assets and liabilities, net of acquisitions:    
Accounts receivable 12 141
Receivable from affiliates (8) (145)
Inventories 47 (14)
Other assets (12) (13)
Accounts payable (130) (188)
Accounts payable to affiliates (39) 60
Accrued expenses and other current liabilities 189 (28)
Other noncurrent liabilities 3 39
Net cash provided by continuing operating activities 255 19
Cash flows from investing activities:    
Capital expenditures (32) (36)
Purchase of intangible assets (2) (22)
Proceeds from disposal of property and equipment 3 0
Net cash used in investing activities (143) (58)
Cash flows from financing activities:    
Proceeds from issuance of long-term debt 2,200 0
Payments on long-term debt (3,448) (3)
Payments for debt extinguishment costs (93) 0
Revolver borrowings 1,410 1,413
Revolver repayments (1,855) (1,588)
Loan origination costs (24) 0
Advances from affiliates 0 1
Equity issued to ETE, net of issuance costs 0 (300)
Proceeds from issuance of common units, net of offering costs 0 33
Common unit repurchase 540 0
Redemption of equity issued to ETE (303) 0
Other cash from financing activities, net 0 2
Distributions to unitholders (208) (209)
Net cash used in financing activities (2,861) (51)
Discontinued Operations, Disposed of by Sale [Member]    
Cash flows from discontinued operations:    
Operating activities (478) 152
Investing activities 3,207 (62)
Changes in cash included in current assets held for sale 11 (2)
Net Cash Provided by (Used in) Discontinued Operations 2,740 88
Superior Plus Corporation [Member]    
Cash flows from investing activities:    
Payments to Acquire Businesses, Gross (58) 0
7-Eleven sales [Member]    
Cash flows from investing activities:    
Payments to Acquire Businesses, Gross $ (54) $ 0
[1] (1)Includes amounts from discontinued operations.
v3.10.0.1
Organization and Principles of Consolidation
 6 Months Ended
Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Principles of Consolidation
Organization and Principles of Consolidation
As used in this document, the terms “Partnership,” “SUN,” “we,” “us,” and “our” should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise.
We are managed by Sunoco GP LLC, our general partner (“General Partner”). As of June 30, 2018, Energy Transfer Equity, L.P. (“ETE”), a publicly traded master limited partnership, owns 100% of the membership interests in our General Partner, a 2.3% limited partner interest in us and all of our incentive distribution rights. Energy Transfer Partners, L.P. (“ETP”), another publicly traded master limited partnership which is also controlled by ETE, owns a 26.5% limited partner interest in us as of June 30, 2018.
The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, and our wholly-owned subsidiaries. We distribute motor fuels across more than 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. We also operate retail stores in Hawaii, New Jersey and Texas.
On April 6, 2017, certain subsidiaries of the Partnership (collectively, the “Sellers”) entered into an Asset Purchase Agreement (the “7-Eleven Purchase Agreement”) with 7-Eleven, Inc., a Texas corporation (“7-Eleven”) and SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (“SEI Fuel,” and, together with 7-Eleven, referred to herein collectively as “Buyers”). On January 23, 2018, we completed the disposition of assets pursuant to the Amended and Restated Asset Purchase Agreement entered by and among Sellers, Buyers and certain other named parties for the limited purposes set forth therein, pursuant to which the parties agreed to amend and restate the 7-Eleven Purchase Agreement to reflect commercial agreements and updates made by the parties in connection with consummation of the transactions contemplated by the 7-Eleven Purchase Agreement. Under the 7-Eleven Purchase Agreement, as amended and restated, we sold a portfolio of 1,030 company operated retail fuel outlets, together with ancillary businesses and related assets to Buyers for approximately $3.2 billion (the “7-Eleven Transaction”). On January 18, 2017, with the assistance of a third-party brokerage firm, we launched a portfolio optimization plan to market and sell 97 real estate assets located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The results of these operations (the real estate optimization assets, together with the 7-Eleven Transaction, the “Retail Divestment”) have been reported as discontinued operations for all periods presented in the consolidated financial statements. See Note 4 for more information related to the 7-Eleven Purchase Agreement, the optimization plan, and the discontinued operations.
On April 1, 2018, the Partnership completed the conversion of 207 retail sites located in certain West Texas, Oklahoma and New Mexico markets to a single commission agent.
Our primary operations are conducted by the following consolidated subsidiaries:
•
Sunoco, LLC (“Sunoco LLC”), a Delaware limited liability company, primarily distributes motor fuel in 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama and the Greater Dallas, Texas metroplex.
•
Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands.
•
Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases retail store properties. On July 1, 2018, PropCo contributed all of its assets to Sunoco Retail LLC and became a pure holding company. PropCo changed its name to Sunoco Property Company LLC on July 1, 2018.
•
Sunoco Retail LLC (“Sunoco Retail”), a Pennsylvania limited liability company, owns and operates retail stores that sell motor fuel and merchandise primarily in New Jersey.
•
Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates retail stores on the Hawaiian Islands.

All significant intercompany accounts and transactions have been eliminated in consolidation.
Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on gross profit, income from operations, net income (loss) and comprehensive income (loss), the balance sheets or statements of cash flows.
v3.10.0.1
Summary of Significant Accounting Policies
 6 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
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, 2017 filed with the SEC on February 23, 2018.
Significant Accounting Policies
As of June 30, 2018, the only material change in the Partnership's significant accounting policies, as compared to those described in the Annual Report on Form 10-K for the year ended December 31, 2017, was the adoption of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, described below under Recently Adopted Accounting Pronouncement.
Motor Fuel and Sales Taxes
For bulk sales, 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 direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales.
For other locations where the Partnership holds inventory, including commission agent arrangements and Partnership-operated retail locations, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $122 million and $135 million for the three months ended June 30, 2018 and 2017, respectively, and $181 million and $211 million for the six months ended June 30, 2018 and 2017, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).
Recently Issued Accounting Pronouncements
FASB ASU No. 2016-02. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842), which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. In January 2018, the FASB proposed amending the new leasing guidance such that entities may elect not to restate their comparative periods in the period of adoption. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures.
We are in the process of evaluating our lease contracts to determine the potential impact of adopting the new standard. At this point in our evaluation process, we have determined that the timing and/or amount of lease assets and lease liabilities that we recognize on certain contracts will be impacted by the adoption of the new standard; however, we are still in the process of quantifying this impact. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us.
In January 2018, the FASB issued Accounting Standards Update No. 2018-01, which provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under Topic 840. The Partnership expects to adopt ASU 2016-02 and elect the practical expedient under ASU 2018-01 in the first quarter of 2019 and is currently evaluating the impact that adopting this new standard will have on the consolidated financial statements and related disclosures.
Recently Adopted Accounting Pronouncement
FASB ASU No. 2014-09. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification (“ASC”) Topic 606. On January 1, 2018 we adopted ASC Topic 606, which is effective for interim and annual reporting periods beginning on or after December 15, 2017. The new standard requires us to recognize revenue when a customer obtains control rather than when we have transferred substantially all risks and rewards of a good or service and requires expanded disclosures. It also outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes ASC 605 - Revenue Recognition and industry-specific guidance.
We have completed a detailed review of revenue contracts representative of our business segments and their revenue streams as of the adoption date. As a result of the evaluation performed, we have determined that the timing and amount of revenue that we recognize on certain contracts is impacted by the adoption of the new standard. These adjustments are primarily related to the change in recognition of dealer incentives and rebates. In addition to the evaluation performed, we have made appropriate design and implementation updates to our business processes, systems and internal controls to support recognition and disclosure under the new standard.
The Partnership has elected to apply the modified retrospective method to adopt the new standard. The implementation of the new standard has an impact on the measurement of recognition of revenue. The cumulative and ongoing effects of the adoption impact the Consolidated Balance Sheet, the Consolidated Statement of Operations and Comprehensive Income (Loss), and the Statement of Equity. Additionally, new disclosures have been added in accordance with ASC Topic 606.
Utilizing the practical expedients allowed under the modified retrospective adoption method, ASC Topic 606 was only applied to existing contracts for which the Partnership has remaining performance obligations as of January 1, 2018, and new contracts entered into after January 1, 2018. ASC Topic 606 was not applied to contracts that were completed prior to January 1, 2018.
For contracts in scope of the new revenue standard as of January 1, 2018, we recognized a cumulative effect adjustment to retained earnings to account for the differences in timing of revenue recognition. The comparative information has not been restated under the modified retrospective method and continues to be reported under the accounting standards in effect for those periods.
The material adjustments to the opening balance sheet primarily relate to a change in timing of revenue recognition for variable consideration, such as incentives paid to customers, as well as a change in timing of revenue recognition for franchise fee revenue. Historically, an asset was recognized related to the contract incentives which was amortized over the life of the agreement. Under the new standard, the timing of the recognition of incentives changed due to application of the expected value method to estimate variable consideration. Additionally, under the new standard the change in timing of franchise fee revenue is due to the treatment of revenue recognition from the symbolic license over the term of the agreement.
The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU No. 2014-09 was as follows:
 
Balance at
December 31, 2017
 
Adjustments Due to
ASC 606
 
Balance at
January 1, 2018
 
(in millions) 
Assets
 
 
 
 
 
Other current assets
$
81

 
$
8

 
$
89

Property and Equipment, net
1,557

 
—

 
1,557

Intangible assets, net
768

 
(100
)
 
668

Other noncurrent assets
45

 
39

 
84

Liabilities and Equity
 
 
 
 
 
Other noncurrent liabilities
125

 
1

 
126

Common unitholders
1,947

 
(54
)
 
1,893

The adoption of the new revenue standard resulted in reclassifications to/from revenue, cost of sales, and operating expenses. Additionally, changes in timing of revenue recognition have required the creation of contract asset or contract liability balances, as well as certain balance sheet reclassifications. In accordance with the requirements of Topic 606, the disclosure below shows the impact of adopting the new standard on the statement of operations and comprehensive income (loss) and the balance sheet.
 
For the Three Months Ended June 30, 2018
 
For the Six Months Ended June 30, 2018
 
As
Reported
 
Balances Without Adoption of ASC 606
 
Effect of Change Higher/(Lower)
 
As
Reported
 
Balances Without Adoption of ASC 606
 
Effect of Change
Higher/(Lower)
 
(in millions)
Revenues
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales
$
4,507

 
$
4,520

 
$
(13
)
 
$
8,058

 
$
8,081

 
$
(23
)
Rental income
34

 
34

 
—

 
56

 
56

 
—

Other
66

 
66

 
—

 
242

 
242

 
—

Costs of Sales
 
 
 
 
 
 
 

 
 
 
 
Other
17

 
18

 
(1
)
 
124

 
126

 
(2
)
Operating Expenses
 
 
 
 
 
 
 
 
 
 
 
Other Operating
86

 
88

 
(2
)
 
184

 
188

 
(4
)
Depreciation, amortization and accretion
41

 
48

 
(7
)
 
90

 
103

 
(13
)
 
June 30, 2018
 
As
Reported
 
Balances Without Adoption of ASC 606
 
Effect of Change
Higher/(Lower)
 
 (in millions) 
Assets
 
 
 
 
 
Other current assets
$
62

 
$
53

 
$
9

Property and Equipment, net
1,520

 
1,520

 
—

Intangible assets, net
659

 
771

 
(112
)
Other noncurrent assets
123

 
77

 
46

Liabilities and Equity
 
 
 
 
 
Other noncurrent liabilities
136

 
135

 
1

Common unitholders
916

 
974

 
(58
)
v3.10.0.1
Acquisitions
 6 Months Ended
Jun. 30, 2018
Business Combinations [Abstract]  
Acquisitions
Acquisitions
On August 1, 2018, our subsidiary, Sunoco LLC, completed the acquisition of the equity interests of Sandford Energy, LLC, Sandford Transportation, LLC and their respective subsidiaries for approximately $66 million plus working capital adjustments. The acquired wholesale fuels business distributes approximately 115 million gallons of fuel annually to exploration, drilling and oil field services customers, primarily in basins in Central and West Texas and Oklahoma.
On April 3, 2018, our subsidiary, Sunoco LLC, entered into an Asset Purchase Agreement with Superior Plus Energy Services, Inc. (“Superior”), a New York corporation, pursuant to which it agreed to acquire certain wholesale fuel distribution assets and related terminal assets from Superior for approximately $40 million plus working capital adjustments of $18 million. The assets consist of a network of approximately 100 dealers, several hundred commercial contracts and three terminals, which are connected to major pipelines serving the Upstate New York market. The transaction closed on April 25, 2018. Management, with the assistance of a third party valuation firm, is in the process of evaluating the initial purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The acquisition preliminarily increased goodwill by $9 million.
On January 4, 2018, certain subsidiaries of the Partnership entered into an Asset Purchase Agreement with 7-Eleven and SEI Fuel, pursuant to which they agreed to acquire 26 retail fuel outlets from 7-Eleven and SEI Fuel for approximately $54 million. The transaction closed on April 2, 2018. We subsequently converted the acquired stations from company-operated sites to commission agent locations. Management, with the assistance of a third party valuation firm, is in the process of evaluating the initial purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The acquisition preliminarily increased goodwill by $30 million.
v3.10.0.1
Discontinued Operations (Notes)
 6 Months Ended
Jun. 30, 2018
Discontinued Operations [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
Discontinued Operations
On January 23, 2018, we completed the disposition of assets pursuant to the Amended and Restated Asset Purchase Agreement entered by and among Sellers, Buyers and certain other named parties for the limited purposes set forth therein, pursuant to which the parties agreed to amend and restate the 7-Eleven Purchase Agreement to reflect commercial agreements and updates made by the parties in connection with consummation of the transactions contemplated by the 7-Eleven Purchase Agreement. Subsequent to the closing of the 7-Eleven Transaction, previously eliminated wholesale motor fuel sales to the Partnership's retail locations are reported as wholesale motor fuel sales to third parties. Also, the related accounts receivable from such sales are no longer eliminated from the consolidated balance sheets and are reported as accounts receivable.
In connection with the closing of the transactions contemplated by the 7-Eleven Purchase Agreement, we entered into a Distributor Motor Fuel Agreement dated as of January 23, 2018 (the “Supply Agreement”), with 7-Eleven and SEI Fuel. The Supply Agreement consists of a 15-year take-or-pay fuel supply arrangement under which we have agreed to supply approximately 2.0 billion gallons of fuel annually plus additional aggregate growth volumes of up to 500 million gallons to be added incrementally over the first four years. For the period from January 1, 2018 through January 22, 2018, the three and six months ended June 30, 2017, we recorded sales to the sites that were subsequently sold to 7-Eleven of $199 million, $757 million, and $1.5 billion, respectively, that were eliminated in consolidation. We recorded payments on trade receivables from 7-Eleven of $979 million and $1.6 billion in the three and six months ended June 30, 2018, subsequent to the closing of the sale.
On January 18, 2017, with the assistance of a third-party brokerage firm, we launched a portfolio optimization plan to market and
sell 97 real estate assets. Real estate assets included in this process are company-owned locations, undeveloped greenfield sites and other excess real estate. Properties are located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The properties will be sold through a sealed-bid sale. Of the 97 properties, 47 have been sold, three are under contract to be sold and six continue to be marketed by the third-party brokerage firm. Additionally, 32 were sold to 7-Eleven and nine are part of the approximately 207 retail sites located in certain West Texas, Oklahoma and New Mexico markets which are operated by a commission agent.
The Partnership has concluded that it meets the accounting requirements for reporting the financial position, results of operations and cash flows of the Retail Divestment as discontinued operations. See Note 1 for further information regarding the Retail Divestment.
The following tables present the aggregate carrying amounts of assets and liabilities classified as held for sale in the Consolidated Balance Sheets:
 
 
June 30,
2018
 
December 31,
2017
 
 
(in millions)
Carrying amount of assets held for sale:
 
 
 

Cash
 
$
—

 
$
21

Inventories
 
—

 
149

Other current assets
 
—

 
16

Property and equipment, net
 
6

 
1,851

Goodwill
 
—

 
796

Intangible assets, net
 
—

 
477

Other noncurrent assets
 
—

 
3

Total assets held for sale
 
$
6

 
$
3,313

 
 
 
 
 
Carrying amount of liabilities associated with assets held for sale:
 
 
 
 
Long term debt
 
$
—

 
$
21

Other current and noncurrent liabilities
 
—

 
54

Total liabilities associated with assets held for sale
 
$
—

 
$
75


The Partnership recorded transaction costs of $6 million during the six months ended June 30, 2018, as a result of the 7-Eleven Transaction.
The results of operations associated with discontinued operations are presented in the following table:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(in millions)
Revenues:
 
 
 
 
 
 
 
Motor fuel sales
$
—

 
$
1,280

 
$
256

 
$
2,442

Other (1)
—

 
477

 
93

 
901

Total revenues
—

 
1,757

 
349

 
3,343

Cost of sales:
 
 
 
 
 
 
 
Motor fuel cost of sales
—

 
1,139

 
240

 
2,196

Other
—

 
314

 
65

 
596

Total cost of sales
—

 
1,453

 
305

 
2,792

Gross profit
—

 
304

 
44

 
551

Operating expenses:
 
 
 
 
 
 
 
General and administrative
5

 
36

 
7

 
69

Other operating
—

 
184

 
57

 
356

Rent
—

 
14

 
4

 
28

Loss on disposal of assets and impairment charges
38

 
234

 
61

 
239

Depreciation, amortization and accretion expense
—

 
3

 
—

 
36

Total operating expenses
43

 
471

 
129

 
728

Operating loss
(43
)
 
(167
)
 
(85
)
 
(177
)
Interest expense, net
—

 
4

 
2

 
8

Loss on extinguishment of debt and other
—

 
—

 
20

 
—

Loss from discontinued operations before income taxes
(43
)
 
(171
)
 
(107
)
 
(185
)
Income tax expense (benefit)
(17
)
 
22

 
156

 
19

Loss from discontinued operations, net of income taxes
$
(26
)
 
$
(193
)
 
$
(263
)
 
$
(204
)

________________________________
(1)
Other revenue includes merchandise sales totaling $461 million for the three months ended June 30, 2017, and $89 million and $870 million for the six months ended June 30, 2018 and 2017, respectively.
v3.10.0.1
Accounts Receivable, net
 6 Months Ended
Jun. 30, 2018
Accounts Receivable, Net [Abstract]  
Accounts Receivable, net
Accounts Receivable, net
Accounts receivable, net, consisted of the following:
 
June 30,
2018
 
December 31,
2017
 
(in millions)
Accounts receivable, trade
$
388

 
$
285

Credit card receivables
99

 
160

Vendor receivables for rebates, branding, and other
7

 
29

Other receivables
37

 
69

Allowance for doubtful accounts
(2
)
 
(2
)
Accounts receivable, net
$
529

 
$
541
v3.10.0.1
Inventories, net
 6 Months Ended
Jun. 30, 2018
Inventory Disclosure [Abstract]  
Inventories, net
Inventories, net 
Inventories, net, consisted of the following:
 
June 30,
2018
 
December 31,
2017
 
(in millions)
Fuel
$
439

 
$
387

Merchandise
6

 
30

Other
11

 
9

Inventories, net
$
456

 
$
426
v3.10.0.1
Property and Equipment, net
 6 Months Ended
Jun. 30, 2018
Property, Plant and Equipment [Abstract]  
Property and Equipment, net
Property and Equipment, net
Property and equipment, net, consisted of the following:
 
June 30,
2018
 
December 31,
2017
 
(in millions)
Land
$
529

 
$
516

Buildings and leasehold improvements
716

 
714

Equipment
722

 
623

Construction in progress
77

 
159

Total property and equipment
2,044

 
2,012

Less: accumulated depreciation
524

 
455

Property and equipment, net
$
1,520

 
$
1,557
v3.10.0.1
Goodwill and Other Intangible Assets
 6 Months Ended
Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets
Goodwill and Intangible Assets, net
Goodwill
Goodwill represents the excess of the purchase price of an acquired entity over the amounts allocated to the assets acquired and liabilities assumed in a business combination. At June 30, 2018 and December 31, 2017, we had $1.5 billion and $1.4 billion, respectively, of goodwill recorded in conjunction with past business combinations.
As of June 30, 2018, we evaluated potential impairment indicators. We believe no impairment events occurred during the six months ended June 30, 2018, and we believe the assumptions used in the analysis performed in 2017 are still relevant and indicative of our current operating environment. As a result, no impairment was recorded to goodwill during the period from January 1, 2018 through June 30, 2018.

Other Intangible Assets
Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following:
 
June 30, 2018
 
December 31, 2017
 
Gross Carrying
Amount
 
Accumulated Amortization
 
Net Book Value
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Book Value
 
(in millions)
Indefinite-lived
 
 
 
 
 
 
 
 
 
 
 
Tradenames
$
295

 
$
—

 
$
295

 
$
295

 
$
—

 
$
295

Contractual rights
30

 
—

 
30

 
30

 
—

 
30

Liquor licenses
12

 
—

 
12

 
12

 
—

 
12

Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations including supply agreements (1)
561

 
251

 
310

 
674

 
256

 
418

Favorable leasehold arrangements, net
12

 
5

 
7

 
12

 
5

 
7

Loan origination costs (2)
10

 
7

 
3

 
10

 
6

 
4

Other intangibles
5

 
3

 
2

 
5

 
3

 
2

Intangible assets, net
$
925

 
$
266

 
$
659

 
$
1,038

 
$
270

 
$
768

_______________________________
(1)
Decrease in gross carrying amount is mainly due to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers, see Note 2.
(2)
Loan origination costs are associated with the 2014 Revolver, see Note 10 for further information on the 2014 Revolver.
We review amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of amortizable intangible assets is not recoverable, we reduce the carrying amount of such assets to fair value. We review non-amortizable intangible assets for impairment annually, or more frequently if circumstances dictate.
Customer relations and supply agreements have a remaining weighted-average life of approximately 11 years. Favorable leasehold arrangements have a remaining weighted-average life of approximately 14 years. Non-competition agreements and other intangible assets have a remaining weighted-average life of approximately 10 years. Loan origination costs have a remaining weighted-average life of approximately 1 year.
v3.10.0.1
Accrued Expenses and Other Current Liabilities
 6 Months Ended
Jun. 30, 2018
Accrued Expenses And Other Current Liabilities [Abstract]  
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities
Current accrued expenses and other current liabilities consisted of the following:
 
June 30,
2018
 
December 31,
2017
 
(in millions)
Wage and other employee-related accrued expenses
$
28

 
$
72

Accrued tax expense
323

 
180

Accrued insurance
29

 
26

Accrued interest expense
55

 
43

Dealer deposits
18

 
16

Reserve for environmental remediation
11

 
—

Other
80

 
31

Total
$
544

 
$
368
v3.10.0.1
Long-Term Debt
 6 Months Ended
Jun. 30, 2018
Debt Disclosure [Abstract]  
Long-Term Debt
Long-Term Debt 
Long-term debt consisted of the following:
 
June 30,
2018
 
December 31,
2017
 
(in millions)
Term Loan (1)
$
—

 
$
1,243

Sale leaseback financing obligation
110

 
113

2014 Revolver
320

 
765

4.875% Senior Notes Due 2023
1,000

 
—

5.500% Senior Notes Due 2026
800

 
—

5.875% Senior Notes Due 2028
400

 
—

6.375% Senior Notes Due 2023 (2)
—

 
800

5.500% Senior Notes Due 2020 (2)
—

 
600

6.250% Senior Notes Due 2021 (2)
—

 
800

Other
2

 
3

Total debt
2,632

 
4,324

Less: current maturities
5

 
6

Less: debt issuance costs
25

 
34

Long-term debt, net of current maturities
$
2,602

 
$
4,284


_______________________________
(1)
The Term Loan was repaid in full and terminated on January 23, 2018.
(2)
The Senior Notes were redeemed on January 23, 2018.
Term Loan
The senior secured term loan agreement (the “Term Loan”) provided secured financing in an aggregate principal amount of up to $2.035 billion, which we borrowed in full.
The Term Loan was repaid in full and terminated on January 23, 2018. See 2018 Private Offering of Senior Notes below.
2018 Private Offering of Senior Notes
On January 23, 2018, we and certain of our wholly owned subsidiaries, including Sunoco Finance Corp. (together with the Partnership, the “Issuers”) completed a private offering of $2.2 billion of senior notes, comprised of $1.0 billion in aggregate principal amount of 4.875% senior notes due 2023 (the “2023 Notes”), $800 million in aggregate principal amount of 5.500% senior notes due 2026 (the “2026 Notes”) and $400 million in aggregate principal amount of 5.875% senior notes due 2028 (the “2028 Notes” and, together with the 2023 Notes and the 2026 Notes, the “Notes”).
The terms of the Notes are governed by an indenture dated January 23, 2018, among the Issuers, and certain other subsidiaries of the Partnership (the “Guarantors”) and U.S. Bank National Association, as trustee. The 2023 Notes will mature on January 15, 2023 and interest is payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2018. The 2026 Notes will mature on February 15, 2026 and interest is payable semi-annually on February 15 and August 15 of each year, commencing August 15, 2018.  The 2028 Notes will mature on March 15, 2028 and interest is payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2018. The Notes are senior obligations of the Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries and certain of its future subsidiaries. The Notes and guarantees are unsecured and rank equally with all of the Issuers’ and each Guarantor’s existing and future senior obligations. The Notes and guarantees are effectively subordinated to the Issuers’ and each Guarantor’s secured obligations, including obligations under the Partnership’s 2014 Revolver (as defined below), to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the Notes. ETC M-A Acquisition LLC (“ETC M-A”), a subsidiary of ETP, guarantees collection to the Issuers with respect to the payment of the principal amount of the Notes. ETC M-A is not subject to any of the covenants under the Indenture.
In connection with our issuance of the Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the Notes for an issue of registered notes with terms substantively identical to each series of Notes and evidencing the same indebtedness as the Notes on or before January 23, 2019.  
The Partnership used the proceeds from the private offering, along with proceeds from the 7-Eleven Transaction, to: 1) redeem in full our existing senior notes as of December 31, 2017, comprised of $800 million in aggregate principal amount of 6.250% senior notes due 2021, $600 million in aggregate principal amount of 5.500% senior notes due 2020, and $800 million in aggregate principal amount of 6.375% senior notes due 2023; 2) repay in full and terminate the Term Loan; 3) pay all closing costs in connection with the 7-Eleven Transaction; 4) redeem the outstanding Series A Preferred Units held by ETE for an aggregate redemption amount of approximately $313 million; and 5) repurchase 17,286,859 SUN common units owned by subsidiaries of ETP for aggregate cash consideration of approximately $540 million. 
6.250% Senior Notes Due 2021
The 2021 Senior Notes were redeemed and the indenture governing the 2021 Senior Notes was discharged on January 23, 2018. The redemption amount includes the original consideration of $800 million and a $32 million call premium plus accrued and unpaid interest. See 2018 Private Offering of Senior Notes above.
5.500% Senior Notes Due 2020
The 2020 Senior Notes were redeemed and the indenture governing the 2020 Senior Notes was discharged on January 23, 2018. The redemption amount includes the original consideration of $600 million and a $17 million call premium plus accrued and unpaid interest. See 2018 Private Offering of Senor Notes above.
6.375% Senior Notes Due 2023
The 2023 Senior Notes were redeemed and the indenture governing the 2023 Senior Notes was discharged on January 23, 2018. The redemption amount includes the original consideration of $800 million and a $44 million call premium plus accrued and unpaid interest. See 2018 Private Offerings of Senior Notes above.
Revolving Credit Agreement
On July 27, 2018, we entered into a new Amended and Restated Credit Agreement among the Partnership, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swingline lender and a line of credit issuer (the “2018 Revolver”).Borrowings under the 2018 Revolver were used to pay off the Partnership’s existing revolving credit facility entered into on September 25, 2014 (the “2014 Revolver”).
The 2018 Revolver is a $1.50 billion revolving credit facility, expiring July 27, 2023 (which date may be extended in accordance with the terms of the 2018 Revolver). The facility can be increased from time to time upon the Partnership’s written request, subject to certain conditions, up to an additional $750 million. Borrowings under the revolving credit facility will bear interest at a base rate (a rate based off of the higher of (a) the Federal Funds Rate (as defined in the 2018 Revolver) plus 0.5%, (b) Bank of America’s prime rate and (c) one-month LIBOR (as defined therein) plus 1.00%) or LIBOR, in each case plus an applicable margin ranging from 1.25% to 2.25%, in the case of a LIBOR loan, or from 0.250% to 1.25%, in the case of a base rate loan (determined with reference to the Partnership’s Net Leverage Ratio (as defined in the 2018 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 1.75%, in the case of a LIBOR loan, or from 0.125% to 0.750%, 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 and the Partnership’s corporate issuer rating). 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 Partnership’s revolving credit facility will be subject to a commitment fee ranging from 0.250% to 0.350%, 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 0.350%, based on the Partnership’s credit rating as described above.
The 2018 Revolver requires the Partnership to maintain a Net Leverage Ratio of not more than 5.50 to 1.00. The maximum Net Leverage Ratio is subject to upwards adjustment of not more than 6.00 to 1.00 for a period not to exceed three fiscal quarters in the event the Partnership engages in certain specified acquisitions of not less than $50 million (as permitted under the 2018 Revolver). The 2018 Revolver also requires the Partnership to maintain an Interest Coverage Ratio (as defined in the 2018 Revolver) of not less than 2.25 to 1.00.
Indebtedness under the 2018 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 the 2018 Revolver will be released.
As of June 30, 2018, the balance on the 2014 Revolver was $320 million, and $8 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at June 30, 2018 was $1.2 billion. The Partnership was in compliance with all financial covenants at June 30, 2018.
Sale Leaseback Financing Obligation
On April 4, 2013, Southside Oil, LLC (“Southside”) completed a sale leaseback transaction with two separate companies for 50 of its dealer operated sites. As Southside did not meet the criteria for sale leaseback accounting, this transaction was accounted for as a financing arrangement over the course of the lease agreement. The obligations mature in varying dates through 2033, require monthly interest and principal payments, and bear interest at 5.125%. The obligation related to this transaction is included in long-term debt and the balance outstanding as of June 30, 2018 was $110 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 June 30, 2018, is estimated to be approximately $2.5 billion, based on outstanding balances as of the end of the period using current interest rates for similar securities.
v3.10.0.1
Other noncurrent liabilities Other noncurrent liabilities
 6 Months Ended
Jun. 30, 2018
Other Noncurrent Liabilities [Abstract]  
Other Liabilities Disclosure [Text Block]
Other Noncurrent Liabilities
Other noncurrent liabilities consisted of the following:
 
June 30,
2018
 
December 31, 2017
 
(in millions)
Accrued straight-line rent
$
12

 
$
13

Reserve for underground storage tank removal
50

 
41

Reserve for environmental remediation
28

 
23

Unfavorable lease liability
17

 
10

Aloha acquisition contingent consideration
11

 
15

Other
18

 
23

Total
$
136

 
$
125
v3.10.0.1
Related-Party Transactions
 6 Months Ended
Jun. 30, 2018
Related Party Transactions [Abstract]  
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 Holdings, LLC, a subsidiary of ETP, owns a noncontrolling interest in the parent of PES.
•
ETP Transportation and Terminalling Contracts – various agreements with subsidiaries of ETP for pipeline, terminalling and storage services. We also have agreements with subsidiaries of ETP for the purchase and sale of fuel.
We are party to the Stripes 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 certain independently operated commission agent locations including 207 Stripes retail sites recently converted to the commission agent model.
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 retail stores. Pursuant to the agreement, pricing is cost plus a fixed margin per gallon. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).
In connection with the closing of our IPO on September 25, 2012, we also entered into an Omnibus Agreement with Susser Holding Corporation (“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 retail stores at Susser's cost and lease the stores back to Susser at a specified rate for a 15-year initial term. During 2015, we completed all 75 sale-leaseback transactions under the Omnibus Agreement.
Summary of Transactions
Significant affiliate balances and activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income (Loss) are as follows:
•
Net advances from affiliates were $85 million and $85 million as of June 30, 2018 and December 31, 2017, respectively. Advances from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Sunoco (R&M), LLC and Sunoco Retail and Sunoco (R&M), LLC, which are in place for purposes of cash management.
•
Net accounts receivable from affiliates were $163 million and $155 million as of June 30, 2018 and December 31, 2017, respectively, which are primarily related to motor fuel purchases from us.
•
Net accounts payable to affiliates were $167 million and $206 million as of June 30, 2018 and December 31, 2017, respectively, which are related to operational expenses and fuel pipeline purchases.
•
Motor fuel sales to affiliates were $10 million and $6 million for the three months ended June 30, 2018 and 2017, respectively.
•
Motor fuel sales to affiliates were $22 million and $28 million for the six months ended June 30, 2018 and 2017, respectively.
•
Bulk fuel purchases from affiliates were $887 million and $545 million for the three months ended June 30, 2018 and 2017, respectively, which is included in motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income (Loss).
•
Bulk fuel purchases from affiliates were $1.7 billion and $1.1 billion for the six months ended June 30, 2018 and 2017, respectively, which is included in motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income (Loss).
v3.10.0.1
Revenue (Notes)
 6 Months Ended
Jun. 30, 2018
Revenue [Abstract]  
Revenue from Contract with Customer [Text Block]
13.
Revenue
Disaggregation of Revenue
We operate our business in two primary segments, fuel distribution and marketing and all other. We disaggregate revenue within the segments by channels.
The following table depicts the disaggregation of revenue by channel within each segment:
 
For the Three Months Ended June 30, 2018
 
For the Six Months Ended June 30, 2018
 
(in millions)
Fuel Distribution and Marketing Segment
 
 
 
Dealer
$
983

 
$
1,783

Distributor
2,207

 
3,830

Unbranded Wholesale
687

 
1,249

Commission Agent
427

 
548

Rental income
31

 
50

Other
15

 
29

Total
4,350

 
7,489

All Other Segment
 
 
 
Motor Fuel
203

 
648

Rental income
3

 
6

Other
51

 
213

Total
257

 
867

Total Revenue
$
4,607

 
$
8,356


Fuel Distribution and Marketing Revenue
The Partnership’s fuel distribution and marketing operations earn revenue from the following channels: sales to Dealers, sales to Distributors, Unbranded Wholesale Revenue, Commission Agent Revenue, Rental Income and Other Income. Motor fuel revenue consists primarily of the sale of motor fuel under supply agreements with third party customers and affiliates. Fuel supply contracts with our customers generally provide that we distribute motor fuel at a formula price based on published rates, volume-based profit margin, and other terms specific to the agreement. The customer is invoiced the agreed-upon price with most payment terms ranging less than 30 days. If the consideration promised in a contract includes a variable amount, the Partnership estimates the variable consideration amount and factors in such an estimate to determine the transaction price under the expected value method.
Revenue is recognized under the motor fuel contracts at the point in time the customer takes control of the fuel. At the time control is transferred to the customer the sale is considered final, because the agreements do not grant customers the right to return motor fuel. Under the new standard, to determine when control transfers to the customer, the shipping terms of the contract are assessed as shipping terms are considered a primary indicator of the transfer of control. For FOB shipping point terms, revenue is recognized at the time of shipment. The performance obligation with respect to the sale of goods is satisfied at the time of shipment since the customer gains control at this time under the terms. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Once the goods are shipped, the Partnership is precluded from redirecting the shipment to another customer and revenue is recognized.
Commission agent revenue consists of sales from commission agent agreements between the Partnership and select operators. The Partnership supplies motor fuel to sites operated by commission agents and sells the fuel directly to the end customer. In commission agent arrangements, control of the product is transferred at the point in time when the goods are sold to the end customer. To reflect the transfer of control, the Partnership recognizes commission agent revenue at the point in time fuel is sold to the end customer.
The Partnership receives rental income from leased or subleased properties. Revenues from leasing arrangements for which we are the lessor are recognized ratably over the term of the underlying lease.
All Other Revenue
The Partnership’s all other operations earn revenue from the following channels: Motor Fuel Sales, Rental Income and Other Income. Motor Fuel Sales consist of fuel sales to consumers at company-operated retail stores. Other Income includes merchandise revenue that comprises the in-store merchandise and foodservice sales at company-operated retail stores, and other revenue that represents a variety of other services within our all other segment including credit card processing, car washes, lottery, automated teller machines, money orders, prepaid phone cards and wireless services. Revenue from all other operations is recognized when (or as) the performance obligations are satisfied (i.e. when the customer obtains control of the good).
Contract Balances with Customers
The Partnership satisfies its obligations by transferring goods or services in exchange for consideration from customers. The timing of performance may differ from the timing the associated consideration is paid to or received from the customer, thus resulting in the recognition of a contract asset or a contract liability.
The Partnership recognizes a contract asset when making upfront consideration payments to certain customers. The upfront considerations represent a pre-paid incentive, as these payments are not made for distinct goods or services provided by the customer. The pre-payment incentives are recognized as a contract asset upon payment and amortized as a reduction of revenue over the term of the specific agreement.
The Partnership recognizes a contract liability if the customer's payment of consideration precedes the entity's fulfillment of the performance obligations. We maintain some franchise agreements requiring dealers to make one-time upfront payments for long term license agreements. The Partnership recognizes a contract liability when the upfront payment is received and recognizes revenue over the term of the license.
The balances of receivables from contracts with customers listed in the table below include both current trade receivables and long-term receivables, net of allowance for doubtful accounts. The allowance for receivables represents our best estimate of the probable losses associated with potential customer defaults. We determine the allowance based on historical experience and on a specific identification basis.
The opening and closing balances of the Partnership’s contract assets and contract liabilities are as follows:
 
Balance at
January 1, 2018
 
Balance at June 30, 2018
 
Increase/ (Decrease)
 
(in millions)
Contract Balances
 
 
 
 
 
Contract Asset
$
51

 
$
59

 
$
8

Accounts receivable from contracts with customers
$
445

 
$
487

 
$
42

Contract Liability
$
1

 
$
1

 
$
—

The amount of revenue recognized in the three and six months ended June 30, 2018 that was included in the opening contract liability balance was $0.2 million and $0.3 million. This amount of revenue is a result of changes in the transaction price of the Partnership’s contracts with customers. The difference in the opening and closing balances of the contract asset and contract liability primarily results from the timing difference between entity's performance and the customer’s payment.
Performance Obligations
At contract inception, the Partnership assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, the Partnership considers all the goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, the Partnership allocates the total contract consideration to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when (or as) the performance obligations are satisfied, that is, when the customer obtains control of the good or service.
The Partnership distributes fuel under long-term contracts to branded distributors, branded and unbranded third party dealers, and branded and unbranded retail fuel outlets. Sunoco-branded supply contracts with distributors generally have both time and volume commitments that establish contract duration. These contracts have an initial term of approximately nine years, with an estimated, volume-weighted term remaining of approximately four years.
As part of the 7-Eleven Purchase Agreement, the Partnership and 7-Eleven and SEI Fuel (collectively, the “Distributor”) have entered into a 15-year take-or-pay fuel supply agreement in which the Distributor is required to purchase a minimum volume of fuel annually. We expect to recognize this revenue in accordance with the contract as we transfer control of the product to the customer. However, in case of annual shortfall we will recognize the amount payable by the Distributor at the sooner of the time at which the Distributor makes up the shortfall or becomes contractually or operationally unable to do so. The transaction price of the contract is variable in nature, fluctuating based on market conditions. The Partnership has elected to take the practical expedient not to estimate the amount of variable consideration allocated to wholly unsatisfied performance obligations.
In some contractual arrangements, the Partnership grants dealers a franchise license to operate the Partnership’s retail stores over the life of a franchise agreement. In return for the grant of the retail store license, the dealer makes a one-time nonrefundable franchise fee payment to the Partnership plus sales based royalties payable to the Partnership at a contractual rate during the period of the franchise agreement. Under the requirements of ASC Topic 606, the franchise license is deemed to be a symbolic license for which recognition of revenue over time is the most appropriate measure of progress toward complete satisfaction of the performance obligation. Revenue from this symbolic license is recognized evenly over the life of the franchise agreement.
As of June 30, 2018, the aggregate amount of revenue expected to be recognized related to unsatisfied or partially satisfied franchise fee performance obligations (contract liabilities) is approximately $0.3 million for the remainder of 2018, $0.4 million in 2019, $0.2 million in 2020, and $0.1 million thereafter.
Costs to Obtain or Fulfill a Contract
The Partnership recognizes an asset from the costs incurred to obtain a contract (e.g. sales commissions) only if it expects to recover those costs. On the other hand, the costs to fulfill a contract are capitalized if the costs are specifically identifiable to a contract, would result in enhancing resources that will be used in satisfying performance obligations in future, and are expected to be recovered. These capitalized costs are recorded as a part of other current assets and other noncurrent assets and are amortized on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. The amount of amortization expense that the Partnership recognized for the three and six months ended June 30, 2018 were $3 million and $6 million, respectively. The Partnership has also made a policy election of expensing the costs to obtain a contract, as and when they are incurred, in cases where the expected amortization period is one year or less.
Practical Expedients Selected by the Partnership
For the period ended June 30, 2018, the Partnership elected the following practical expedients in accordance with ASC 606:
•
Significant financing component - The Partnership elected not to adjust the promised amount of consideration for the effects of significant financing component if the Partnership expects at contract inception that the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
•
Incremental costs of obtaining a contract - The Partnership generally expenses sales commissions when incurred because the amortization period would have been less than one year. We record these costs within general and administrative expenses. The Partnership elected to expense the incremental costs of obtaining a contract when the amortization period for such contracts would have been one year or less.
•
Shipping and handling costs - The Partnership elected to account for shipping and handling activities that occur after the customer has obtained control of a good as fulfillment activities (i.e., an expense) rather than as a promised service.
•
Measurement of transaction price - The Partnership has elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Partnership from a customer (i.e., sales tax, value added tax, etc).
•
Variable consideration of wholly unsatisfied performance obligations - The Partnership has elected to exclude the estimate of variable consideration to the allocation of wholly unsatisfied performance obligations.
v3.10.0.1
Commitments And Contingencies
 6 Months Ended
Jun. 30, 2018
Leases [Abstract]  
Commitments and Contingencies
Commitments and Contingencies
Leases
The Partnership leases certain retail 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 retail store operations.
Net rent expense consisted of the following:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(in millions)
Cash rent:
 
 
 
 
 
 
 
Store base rent (1) (2)
$
18

 
$
19

 
$
33

 
$
35

Equipment and other rent (3)
1

 
2

 
1

 
6

Total cash rent
19

 
21

 
34

 
41

Non-cash rent:
 
 
 
 
 
 
 
Straight-line rent
—

 
1

 
—

 
1

Net rent expense
$
19

 
$
22

 
$
34

 
$
42

________________________________
(1)
Store base rent includes the Partnership's rent expense for leased retail store properties which are subleased to third-party operators. The sublease income from these sites is recorded in rental income on the statement of operations and totaled $11 million and $6 million for the three months ended June 30, 2018 and 2017, respectively, and $17 million and $12 million for the six months ended June 30, 2018 and 2017, respectively.
(2)
Store base rent includes contingent rent expense totaling $1 million and $6 million for the three months ended June 30, 2018 and 2017, respectively, and $2 million and $10 million for the six months ended June 30, 2018 and 2017, respectively.
(3)
Equipment and other rent consists primarily of vehicles and store equipment.
v3.10.0.1
Interest Expense, net
 6 Months Ended
Jun. 30, 2018
Interest Income (Expense), Net [Abstract]  
Interest Expense, net
Interest Expense, net
Components of net interest expense were as follows:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(in millions)
Interest expense
$
36

 
$
57

 
$
70

 
$
112

Amortization of deferred financing fees
1

 
4

 
3

 
8

Interest income
(1
)
 
(7
)
 
(3
)
 
(8
)
Interest expense, net
$
36

 
$
54

 
$
70

 
$
112
v3.10.0.1
Income Tax Expense
 6 Months Ended
Jun. 30, 2018
Income Tax Disclosure [Abstract]  
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 (benefit) is as follows:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(in million)
Tax at statutory federal rate (1)
$
18

 
$
(25
)
 
$
8

 
$
(26
)
Partnership earnings not subject to tax
(10
)
 
(43
)
 
(1
)
 
(56
)
Goodwill impairment
—

 
31

 
—

 
31

State and local tax, net of federal benefit
1

 
(6
)
 
1

 
(6
)
Statutory tax rate changes
(10
)
 
—

 
19

 
—

Other
(1
)
 
(2
)
 
2

 
(2
)
Net income tax expense (benefit)
$
(2
)
 
$
(45
)
 
$
29

 
$
(59
)

________________________________
(1)
In December 2017, the “Tax Cuts and Jobs Act” was signed into law. Among other provisions, the highest corporate federal income tax rate was reduced from 35% to 21% for tax years beginning after December 31, 2017.
v3.10.0.1
Partners' Capital
 6 Months Ended
Jun. 30, 2018
Partners' Capital [Abstract]  
Partners' Capital
Partners' Capital
As of June 30, 2018, ETE and ETP or their subsidiaries owned 28,463,967 common units, which constitutes 34.5% of our outstanding common units. As of June 30, 2018, our consolidated subsidiaries owned 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”) and the public owned 54,034,882 common units.
Series A Preferred Units
On March 30, 2017, the Partnership entered into a Series A Preferred Unit Purchase Agreement with ETE, relating to the issue and sale by the Partnership to ETE of 12,000,000 Series A Preferred Units (the “Preferred Units”) representing limited partner interests in the Partnership at a price per Preferred Unit of $25.00 (the “Offering”). The Offering closed on March 30, 2017, and the Partnership received proceeds from the Offering of $300 million, which it used to repay indebtedness under its revolving credit facility.
On January 25, 2018, the Partnership redeemed all outstanding Series A Preferred Units held by ETE for an aggregate redemption amount of approximately $313 million. The redemption amount includes the original consideration of $300 million and a 1% call premium plus accrued and unpaid quarterly distributions.
Common Units
On February 7, 2018, subsequent to the record date for SUN’s fourth quarter 2017 distribution, the Partnership repurchased 17,286,859 SUN common units owned by ETP for aggregate cash consideration of approximately $540 million. The repurchase price per common unit was $31.2376, which is equal to the volume weighted average trading price of SUN common units on the New York Stock Exchange for the ten trading days ending on January 23, 2018. The Partnership funded the repurchase with cash on hand.
Activity of our common units for the six months ended June 30, 2018 is as follows: 
 
Number of Units
Number of common units at December 31, 2017
99,667,999

Common units repurchase
(17,286,859
)
Phantom unit vesting
117,709

Number of common units at June 30, 2018
82,498,849


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 June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Attributable to Common Units
 
 
 
 
 
 
 
Distributions (a)
$
68

 
$
82

 
$
136

 
$
164

Distributions in excess of net income
(19
)
 
(334
)
 
(423
)
 
(438
)
Limited partners' interest in net income (loss)
$
49

 
$
(252
)
 
$
(287
)
 
$
(274
)
 
 
 
 
 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$
0.8255

 
$
0.8255

 
$
1.6510

 
$
1.6510


 Class C Units
Class C Units (i) are not convertible or exchangeable into Common Units or any other units of the Partnership and are non-redeemable; (ii) are entitled to receive distributions of available cash of the Partnership (other than available cash derived from or attributable to any distribution received by the Partnership from PropCo, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries) at a fixed rate equal to $0.8682 per quarter for each Class C Unit outstanding, (iii) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law, (iv) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of PropCo, or the Partnership’s ownership of any indebtedness of PropCo or any of its subsidiaries (“PropCo Items”), (v) will be allocated gross income (other than from PropCo Items) in an amount equal to the cash distributed to the holders of Class C Units and (vi) will be allocated depreciation, amortization and cost recovery deductions as if the Class C Units were Common Units and 1% of certain allocations of net termination gain (other than from PropCo Items).
Pursuant to the terms described above, these distributions do not have an impact on the Partnership’s consolidated cash flows and as such, are excluded from total cash distributions and allocation of limited partners’ interest in net income. For the six months ended June 30, 2018, Class C distributions declared totaled $28 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 per common unit are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.
 
 
 
Marginal percentage interest
in distributions
 
Total quarterly distribution per Common Unit target amount
 
Common Unitholders
 
Holder of IDRs
Minimum Quarterly Distribution
$0.4375
 
100
%
 
—

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

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

Cash Distributions
Our Partnership Agreement sets forth the calculation used to determine the amount and priority of cash distributions that the common unitholders receive.
Cash distributions paid or payable during 2018 were as follows:
 
 
Limited Partners
 
 
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
Distribution to IDR Holders
 
 
(in millions, except per unit amounts)
August 15, 2018
 
$
0.8255

 
$
68

 
$
17

May 15, 2018
 
$
0.8255

 
$
68

 
$
18

February 14, 2018
 
$
0.8255

 
$
82

 
$
21

 

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


________________________________
(1)
$10 million cash distribution paid on January 25, 2018 includes $8 million cash distribution for the three months ended December 31, 2017 and $2 million cash distribution for the period from January 1, 2018 through January 25, 2018.
v3.10.0.1
Unit-Based Compensation
 6 Months Ended
Jun. 30, 2018
Share-based Compensation [Abstract]  
Unit-Based Compensation
Unit-Based Compensation
The Partnership has issued phantom units to its employees and non-employee directors, which vest 60% after three years and 40% after five years. Phantom units have the right to receive distributions prior to vesting. The fair value of these units is the market price of our common units on the grant date, and is amortized over the five-year vesting period using the straight-line method. Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income was $3 million and $5 million for the three months ended June 30, 2018 and 2017, respectively, and $6 million and $9 million for the six months ended June 30, 2018 and 2017, respectively. The total fair value of phantom units vested during the six months ended June 30, 2018 and 2017, was $5 million and $1 million, respectively, based on the market price of SUN’s common units as of the vesting date. Unrecognized compensation cost related to our nonvested restricted phantom units totaled $24 million as of June 30, 2018, which is expected to be recognized over a weighted average period of 3.57 years. The fair value of nonvested phantom units outstanding as of June 30, 2018 totaled $54 million.
A summary of our phantom unit award activity is as follows:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2016
2,013,634

 
$
34.43

Granted
203,867

 
28.31

Vested
(289,377
)
 
45.48

Forfeited
(150,823
)
 
34.71

Outstanding at December 31, 2017
1,777,301

 
31.89

Granted
420,300

 
28.86

Vested
(179,262
)
 
28.43

Forfeited
(284,536
)
 
31.77

Outstanding at June 30, 2018
1,733,803

 
$
30.93
v3.10.0.1
Segment Reporting
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2018
Segment Reporting [Abstract]    
Segment Reporting
 
For the Three Months Ended June 30,
 
2018
 
2017
 
Fuel Distribution and Marketing
 
All Other
 
Intercompany Eliminations
 
Totals
 
Fuel Distribution and Marketing
 
All Other
 
Intercompany Eliminations
 
Totals
 
(in millions)
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales
$
4,304

 
$
203

 
 
 
$
4,507

 
$
2,287

 
$
398

 
 
 
$
2,685

Rental income
31

 
3

 
 
 
34

 
19

 
3

 
 
 
22

Other
15

 
51

 
 
 
66

 
12

 
173

 
 
 
185

Intersegment sales
453

 
30

 
(483
)
 
—

 
350

 
25

 
(375
)
 
—

Total revenue
4,803

 
287

 
(483
)
 
4,607

 
2,668

 
599

 
(375
)
 
2,892

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel
204

 
23

 
 
 
227

 
102

 
53

 
 
 
155

Rental
31

 
3

 
 
 
34

 
19

 
3

 
 
 
22

Other
18

 
31

 
 
 
49

 
8

 
74

 
 
 
82

Total gross profit
253

 
57

 
 
 
310

 
129

 
130

 
 
 
259

Total operating expenses
128

 
54

 
 
 
182

 
112

 
167

 
 
 
279

Operating income (loss)
125

 
3

 
 
 
128

 
17

 
(37
)
 
 
 
(20
)
Interest expense, net
27

 
9

 
 
 
36

 
13

 
41

 
 
 
54

Income (loss) from continuing operations before income taxes
98

 
(6
)
 
 
 
92

 
4

 
(78
)
 
 

(74
)
Income tax expense (benefit)
(3
)
 
1

 
 
 
(2
)
 
(1
)
 
(44
)
 
 
 
(45
)
Income (loss) from continuing operations
101

 
(7
)
 
 
 
94

 
5

 
(34
)
 
 
 
(29
)
Loss from discontinued operations, net of income taxes (See Note 4)
—

 
(26
)
 
 
 
(26
)
 
—

 
(193
)
 
 
 
(193
)
Net income (loss) and comprehensive income (loss)
$
101

 
$
(33
)
 
 
 
$
68

 
$
5

 
$
(227
)
 
 
 
$
(222
)
Depreciation, amortization and accretion (1)
35

 
6

 
 
 
41

 
37

 
2

 
 
 
39

Interest expense, net (1)
27

 
9

 
 
 
36

 
14

 
44

 
 
 
58

Income tax benefit (1)
(3
)
 
(16
)
 
 
 
(19
)
 
(1
)
 
(22
)
 
 
 
(23
)
EBITDA
160

 
(34
)
 
 
 
126

 
55

 
(203
)
 
 
 
(148
)
Non-cash compensation expense (1)
1

 
2

 
 
 
3

 
1

 
4

 
 
 
5

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

 
40

 
 
 
40

 
2

 
324

 
 
 
326

Unrealized loss on commodity derivatives (1)
—

 
—

 
 
 
—

 
5

 
—

 
 
 
5

Inventory fair value adjustments (1)
(32
)
 
—

 
 
 
(32
)
 
30

 
2

 
 
 
32

Other non-cash adjustments
3

 
—

 
 
 
3

 
—

 
—

 
 
 
—

Adjusted EBITDA
$
132

 
$
8

 
 
 
$
140

 
$
93

 
$
127

 
 
 
$
220

Capital expenditures (1)
$
11

 
$
2

 
 
 
$
13

 
$
14

 
$
19

 
 
 
$
33

Total assets as of June 30, 2018 and December 31, 2017, respectively
$
3,900

 
$
1,106

 
 
 
$
5,006

 
$
3,130

 
$
5,214

 
 
 
$
8,344
Segment Reporting
Our financial statements reflect two reportable segments, fuel distribution & marketing and all other. After the Retail Divestment and the conversion of 207 retail sites to commission agent sites, the Partnership has renamed the former Wholesale segment to Fuel Distribution and Marketing and the former Retail segment is renamed to All Other.
We report Adjusted EBITDA by segment as a measure of segment performance. We define Adjusted EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense, non-cash compensation expense, gains and losses on disposal of assets and impairment charges, unrealized gains and losses on commodity derivatives, inventory adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations.
Fuel Distribution and Marketing Segment
Our Fuel Distribution and Marketing segment purchases motor fuel primarily from independent refiners and major oil companies and supplies it to independently-operated dealer stations under long-term supply agreements, to distributors and other consumers of motor fuel, and to Partnership-operated stations included in our All Other segment. Also included in the Fuel Distribution and Marketing segment are motor fuel sales to commission agent locations and sales and costs related to processing transmix. We distribute motor fuels across more than 30 states throughout the East Coast, Midwest, South Central 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 Fuel Distribution and Marketing segment to Partnership-operated stations included in our All Other 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 Fuel Distribution and Marketing segment is rental income from properties that we lease or sublease.
All Other Segment
Prior to the completion of the Retail Divestment, our All Other segment primarily operated branded retail 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 offered motor fuel, merchandise, foodservice, and a variety of other services including car washes, lottery, automated teller machines, money orders, prepaid phone cards and wireless services. The operations of the Retail Divestment are included in discontinued operations in the following segment information. Subsequent to the completion of the Retail Divestment, the remaining All Other segment includes the Partnership's ethanol plant, credit card services, franchise royalties, and its retail operations in Hawaii, New Jersey and Texas.
The following tables present financial information by segment for the three and six months ended June 30, 2018 and 2017:
 
For the Six Months Ended June 30,
 
2018
 
2017
 
Fuel Distribution and Marketing
 
All Other
 
Intercompany Eliminations
 
Totals
 
Fuel Distribution and Marketing
 
All Other
 
Intercompany Eliminations
 
Totals
 
(in millions)
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales
$
7,410

 
$
648

 
 
 
$
8,058

 
$
4,553

 
$
750

 
 
 
$
5,303

Rental income
50

 
6

 
 
 
56

 
38

 
6

 
 
 
44

Other
29

 
213

 
 
 
242

 
24

 
329

 
 
 
353

Intersegment sales
811

 
64

 
(875
)
 
—

 
679

 
60

 
(739
)
 
—

Total revenue
8,300

 
931

 
(875
)
 
8,356

 
5,294

 
1,145

 
(739
)
 
5,700

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel
365

 
67

 
 
 
432

 
225

 
88

 
 
 
313

Rental
50

 
6

 
 
 
56

 
38

 
6

 
 
 
44

Other
28

 
90

 
 
 
118

 
17

 
141

 
 
 
158

Total gross profit
443

 
163

 
 
 
606

 
280

 
235

 
 
 
515

Total operating expenses
247

 
135

 
 
 
382

 
203

 
276

 
 
 
479

Operating income (loss)
196

 
28

 
 
 
224

 
77

 
(41
)
 
 
 
36

Interest expense, net
46

 
24

 
 
 
70

 
33

 
79

 
 
 
112

Loss on extinguishment of debt and other
109

 
—

 
 
 
109

 
—

 
—

 
 
 
—

Income (loss) from continuing operations before income taxes
41

 
4

 
 
 
45

 
44

 
(120
)
 
 
 
(76
)
Income tax expense (benefit)
(2
)
 
31

 
 
 
29

 
—

 
(59
)
 
 
 
(59
)
Income (loss) from continuing operations
43

 
(27
)
 
 
 
16

 
44

 
(61
)
 
 
 
(17
)
Loss from discontinued operations, net of income taxes (See Note 4)
—

 
(263
)
 
 
 
(263
)
 
—

 
(204
)
 
 
 
(204
)
Net income (loss) and comprehensive income (loss)
$
43

 
$
(290
)
 
 
 
$
(247
)
 
$
44

 
$
(265
)
 
 
 
$
(221
)
Depreciation, amortization and accretion (1)
63

 
27

 
 
 
90

 
59

 
67

 
 
 
126

Interest expense, net (1)
46

 
26

 
 
 
72

 
33

 
87

 
 
 
120

Income tax expense (benefit) (1)
(2
)
 
187

 
 
 
185

 
—

 
(40
)
 
 
 
(40
)
EBITDA
150

 
(50
)
 
 
 
100

 
136

 
(151
)
 
 
 
(15
)
Non-cash compensation expense (1)
1

 
5

 
 
 
6

 
1

 
8

 
 
 
9

Loss on disposal of assets and impairment charges (1)
3

 
63

 
 
 
66

 
4

 
329

 
 
 
333

Loss on extinguishment of debt and other (1)
109

 
20

 
 
 
129

 
—

 
—

 
 
 
—

Inventory fair value adjustments (1)
(57
)
 
(1
)
 
 
 
(58
)
 
43

 
5

 
 
 
48

Other non-cash adjustments
6

 
—

 
 
 
6

 
—

 
—

 
 
 
—

Adjusted EBITDA
$
212

 
$
37

 
 
 
$
249

 
$
184

 
$
191

 
 
 
$
375

Capital expenditures (1)
$
23

 
$
9

 
 
 
$
32

 
$
26

 
$
73

 
 
 
$
99

Total assets as of June 30, 2018 and December 31, 2017, respectively
$
3,900

 
$
1,106

 
 
 
$
5,006

 
$
3,130

 
$
5,214

 
 
 
$
8,344

________________________________
(1)
Includes amounts from discontinued operations.
v3.10.0.1
Net Income per Unit
 6 Months Ended
Jun. 30, 2018
Net Income Per Unit [Abstract]  
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 June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(in millions, except units and per unit amounts)
Income (loss) from continuing operations
$
94

 
$
(29
)
 
$
16

 
$
(17
)
Less:
 
 
 
 
 
 
 
Distributions on Series A Preferred units
—

 
8

 
2

 
8

Incentive distribution rights
17

 
21

 
35

 
42

Distributions on nonvested phantom unit awards
2

 
1

 
3

 
3

Limited partners' interest in net income (loss) from continuing operations
$
75

 
$
(59
)
 
$
(24
)
 
$
(70
)
Loss from discontinued operations
$
(26
)
 
$
(193
)
 
$
(263
)
 
$
(204
)
Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
Common - basic
82,494,976

 
99,466,424

 
86,104,411

 
99,040,383

Common - equivalents
452,693

 
433,583

 
464,961

 
265,662

Common - diluted
82,947,669

 
99,900,007

 
86,569,372

 
99,306,045

Income (loss) from continuing operations per limited partner unit:
 
 
 
 
 
 
 
Common - basic
$
0.91

 
$
(0.58
)
 
$
(0.29
)
 
$
(0.70
)
Common - diluted
$
0.90

 
$
(0.59
)
 
$
(0.29
)
 
$
(0.70
)
Loss from discontinued operations per limited partner unit:
 
 
 
 
 
 
 
Common - basic
$
(0.32
)
 
$
(1.94
)
 
$
(3.05
)
 
$
(2.07
)
Common - diluted
$
(0.32
)
 
$
(1.94
)
 
$
(3.05
)
 
$
(2.07
)
v3.10.0.1
Organization and Principles of Consolidation Organization and Principles of Consolidation (Policies)
 6 Months Ended
Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Significant Accounting Policies [Text Block]
All significant intercompany accounts and transactions have been eliminated in consolidation.
Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on gross profit, income from operations, net income (loss) and comprehensive income (loss), the balance sheets or statements of cash flows.
v3.10.0.1
Summary of Significant Accounting Policies (Policies)
 6 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
Motor Fuel and Sales Taxes
Motor Fuel and Sales Taxes
For bulk sales, 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 direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales.
For other locations where the Partnership holds inventory, including commission agent arrangements and Partnership-operated retail locations, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $122 million and $135 million for the three months ended June 30, 2018 and 2017, respectively, and $181 million and $211 million for the six months ended June 30, 2018 and 2017, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).
Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements
FASB ASU No. 2016-02. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842), which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. In January 2018, the FASB proposed amending the new leasing guidance such that entities may elect not to restate their comparative periods in the period of adoption. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures.
We are in the process of evaluating our lease contracts to determine the potential impact of adopting the new standard. At this point in our evaluation process, we have determined that the timing and/or amount of lease assets and lease liabilities that we recognize on certain contracts will be impacted by the adoption of the new standard; however, we are still in the process of quantifying this impact. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us.
In January 2018, the FASB issued Accounting Standards Update No. 2018-01, which provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under Topic 840. The Partnership expects to adopt ASU 2016-02 and elect the practical expedient under ASU 2018-01 in the first quarter of 2019 and is currently evaluating the impact that adopting this new standard will have on the consolidated financial statements and related disclosures.
Recently Adopted Accounting Pronouncement
FASB ASU No. 2014-09. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification (“ASC”) Topic 606. On January 1, 2018 we adopted ASC Topic 606, which is effective for interim and annual reporting periods beginning on or after December 15, 2017. The new standard requires us to recognize revenue when a customer obtains control rather than when we have transferred substantially all risks and rewards of a good or service and requires expanded disclosures. It also outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes ASC 605 - Revenue Recognition and industry-specific guidance.
We have completed a detailed review of revenue contracts representative of our business segments and their revenue streams as of the adoption date. As a result of the evaluation performed, we have determined that the timing and amount of revenue that we recognize on certain contracts is impacted by the adoption of the new standard. These adjustments are primarily related to the change in recognition of dealer incentives and rebates. In addition to the evaluation performed, we have made appropriate design and implementation updates to our business processes, systems and internal controls to support recognition and disclosure under the new standard.
The Partnership has elected to apply the modified retrospective method to adopt the new standard. The implementation of the new standard has an impact on the measurement of recognition of revenue. The cumulative and ongoing effects of the adoption impact the Consolidated Balance Sheet, the Consolidated Statement of Operations and Comprehensive Income (Loss), and the Statement of Equity. Additionally, new disclosures have been added in accordance with ASC Topic 606.
Utilizing the practical expedients allowed under the modified retrospective adoption method, ASC Topic 606 was only applied to existing contracts for which the Partnership has remaining performance obligations as of January 1, 2018, and new contracts entered into after January 1, 2018. ASC Topic 606 was not applied to contracts that were completed prior to January 1, 2018.
For contracts in scope of the new revenue standard as of January 1, 2018, we recognized a cumulative effect adjustment to retained earnings to account for the differences in timing of revenue recognition. The comparative information has not been restated under the modified retrospective method and continues to be reported under the accounting standards in effect for those periods.
The material adjustments to the opening balance sheet primarily relate to a change in timing of revenue recognition for variable consideration, such as incentives paid to customers, as well as a change in timing of revenue recognition for franchise fee revenue. Historically, an asset was recognized related to the contract incentives which was amortized over the life of the agreement. Under the new standard, the timing of the recognition of incentives changed due to application of the expected value method to estimate variable consideration. Additionally, under the new standard the change in timing of franchise fee revenue is due to the treatment of revenue recognition from the symbolic license over the term of the agreement.
The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU No. 2014-09 was as follows:
 
Balance at
December 31, 2017
 
Adjustments Due to
ASC 606
 
Balance at
January 1, 2018
 
(in millions) 
Assets
 
 
 
 
 
Other current assets
$
81

 
$
8

 
$
89

Property and Equipment, net
1,557

 
—

 
1,557

Intangible assets, net
768

 
(100
)
 
668

Other noncurrent assets
45

 
39

 
84

Liabilities and Equity
 
 
 
 
 
Other noncurrent liabilities
125

 
1

 
126

Common unitholders
1,947

 
(54
)
 
1,893

The adoption of the new revenue standard resulted in reclassifications to/from revenue, cost of sales, and operating expenses. Additionally, changes in timing of revenue recognition have required the creation of contract asset or contract liability balances, as well as certain balance sheet reclassifications. In accordance with the requirements of Topic 606, the disclosure below shows the impact of adopting the new standard on the statement of operations and comprehensive income (loss) and the balance sheet.
 
For the Three Months Ended June 30, 2018
 
For the Six Months Ended June 30, 2018
 
As
Reported
 
Balances Without Adoption of ASC 606
 
Effect of Change Higher/(Lower)
 
As
Reported
 
Balances Without Adoption of ASC 606
 
Effect of Change
Higher/(Lower)
 
(in millions)
Revenues
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales
$
4,507

 
$
4,520

 
$
(13
)
 
$
8,058

 
$
8,081

 
$
(23
)
Rental income
34

 
34

 
—

 
56

 
56

 
—

Other
66

 
66

 
—

 
242

 
242

 
—

Costs of Sales
 
 
 
 
 
 
 

 
 
 
 
Other
17

 
18

 
(1
)
 
124

 
126

 
(2
)
Operating Expenses
 
 
 
 
 
 
 
 
 
 
 
Other Operating
86

 
88

 
(2
)
 
184

 
188

 
(4
)
Depreciation, amortization and accretion
41

 
48

 
(7
)
 
90

 
103

 
(13
)
 
June 30, 2018
 
As
Reported
 
Balances Without Adoption of ASC 606
 
Effect of Change
Higher/(Lower)
 
 (in millions) 
Assets
 
 
 
 
 
Other current assets
$
62

 
$
53

 
$
9

Property and Equipment, net
1,520

 
1,520

 
—

Intangible assets, net
659

 
771

 
(112
)
Other noncurrent assets
123

 
77

 
46

Liabilities and Equity
 
 
 
 
 
Other noncurrent liabilities
136

 
135

 
1

Common unitholders
916

 
974

 
(58
)
v3.10.0.1
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables)
 6 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]
The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU No. 2014-09 was as follows:
 
Balance at
December 31, 2017
 
Adjustments Due to
ASC 606
 
Balance at
January 1, 2018
 
(in millions) 
Assets
 
 
 
 
 
Other current assets
$
81

 
$
8

 
$
89

Property and Equipment, net
1,557

 
—

 
1,557

Intangible assets, net
768

 
(100
)
 
668

Other noncurrent assets
45

 
39

 
84

Liabilities and Equity
 
 
 
 
 
Other noncurrent liabilities
125

 
1

 
126

Common unitholders
1,947

 
(54
)
 
1,893

The adoption of the new revenue standard resulted in reclassifications to/from revenue, cost of sales, and operating expenses. Additionally, changes in timing of revenue recognition have required the creation of contract asset or contract liability balances, as well as certain balance sheet reclassifications. In accordance with the requirements of Topic 606, the disclosure below shows the impact of adopting the new standard on the statement of operations and comprehensive income (loss) and the balance sheet.
 
For the Three Months Ended June 30, 2018
 
For the Six Months Ended June 30, 2018
 
As
Reported
 
Balances Without Adoption of ASC 606
 
Effect of Change Higher/(Lower)
 
As
Reported
 
Balances Without Adoption of ASC 606
 
Effect of Change
Higher/(Lower)
 
(in millions)
Revenues
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales
$
4,507

 
$
4,520

 
$
(13
)
 
$
8,058

 
$
8,081

 
$
(23
)
Rental income
34

 
34

 
—

 
56

 
56

 
—

Other
66

 
66

 
—

 
242

 
242

 
—

Costs of Sales
 
 
 
 
 
 
 

 
 
 
 
Other
17

 
18

 
(1
)
 
124

 
126

 
(2
)
Operating Expenses
 
 
 
 
 
 
 
 
 
 
 
Other Operating
86

 
88

 
(2
)
 
184

 
188

 
(4
)
Depreciation, amortization and accretion
41

 
48

 
(7
)
 
90

 
103

 
(13
)
 
June 30, 2018
 
As
Reported
 
Balances Without Adoption of ASC 606
 
Effect of Change
Higher/(Lower)
 
 (in millions) 
Assets
 
 
 
 
 
Other current assets
$
62

 
$
53

 
$
9

Property and Equipment, net
1,520

 
1,520

 
—

Intangible assets, net
659

 
771

 
(112
)
Other noncurrent assets
123

 
77

 
46

Liabilities and Equity
 
 
 
 
 
Other noncurrent liabilities
136

 
135

 
1

Common unitholders
916

 
974

 
(58
)
v3.10.0.1
Discontinued Operations (Tables)
 6 Months Ended
Jun. 30, 2018
Discontinued Operations [Abstract]  
schedule of assets and liabilities classified as held for sale [Table Text Block]
The following tables present the aggregate carrying amounts of assets and liabilities classified as held for sale in the Consolidated Balance Sheets:
 
 
June 30,
2018
 
December 31,
2017
 
 
(in millions)
Carrying amount of assets held for sale:
 
 
 

Cash
 
$
—

 
$
21

Inventories
 
—

 
149

Other current assets
 
—

 
16

Property and equipment, net
 
6

 
1,851

Goodwill
 
—

 
796

Intangible assets, net
 
—

 
477

Other noncurrent assets
 
—

 
3

Total assets held for sale
 
$
6

 
$
3,313

 
 
 
 
 
Carrying amount of liabilities associated with assets held for sale:
 
 
 
 
Long term debt
 
$
—

 
$
21

Other current and noncurrent liabilities
 
—

 
54

Total liabilities associated with assets held for sale
 
$
—

 
$
75
schedule of operation results associated with discontinued operations [Table Text Block]
The results of operations associated with discontinued operations are presented in the following table:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(in millions)
Revenues:
 
 
 
 
 
 
 
Motor fuel sales
$
—

 
$
1,280

 
$
256

 
$
2,442

Other (1)
—

 
477

 
93

 
901

Total revenues
—

 
1,757

 
349

 
3,343

Cost of sales:
 
 
 
 
 
 
 
Motor fuel cost of sales
—

 
1,139

 
240

 
2,196

Other
—

 
314

 
65

 
596

Total cost of sales
—

 
1,453

 
305

 
2,792

Gross profit
—

 
304

 
44

 
551

Operating expenses:
 
 
 
 
 
 
 
General and administrative
5

 
36

 
7

 
69

Other operating
—

 
184

 
57

 
356

Rent
—

 
14

 
4

 
28

Loss on disposal of assets and impairment charges
38

 
234

 
61

 
239

Depreciation, amortization and accretion expense
—

 
3

 
—

 
36

Total operating expenses
43

 
471

 
129

 
728

Operating loss
(43
)
 
(167
)
 
(85
)
 
(177
)
Interest expense, net
—

 
4

 
2

 
8

Loss on extinguishment of debt and other
—

 
—

 
20

 
—

Loss from discontinued operations before income taxes
(43
)
 
(171
)
 
(107
)
 
(185
)
Income tax expense (benefit)
(17
)
 
22

 
156

 
19

Loss from discontinued operations, net of income taxes
$
(26
)
 
$
(193
)
 
$
(263
)
 
$
(204
)
v3.10.0.1
Accounts Receivable, net (Tables)
 6 Months Ended
Jun. 30, 2018
Accounts Receivable, Net [Abstract]  
Schedule of Accounts Receivable
Accounts receivable, net, consisted of the following:
 
June 30,
2018
 
December 31,
2017
 
(in millions)
Accounts receivable, trade
$
388

 
$
285

Credit card receivables
99

 
160

Vendor receivables for rebates, branding, and other
7

 
29

Other receivables
37

 
69

Allowance for doubtful accounts
(2
)
 
(2
)
Accounts receivable, net
$
529

 
$
541
v3.10.0.1
Inventories, net (Tables)
 6 Months Ended
Jun. 30, 2018
Inventory Disclosure [Abstract]  
Schedule of Inventories
Inventories, net, consisted of the following:
 
June 30,
2018
 
December 31,
2017
 
(in millions)
Fuel
$
439

 
$
387

Merchandise
6

 
30

Other
11

 
9

Inventories, net
$
456

 
$
426
v3.10.0.1
Property And Equipment, net (Tables)
 6 Months Ended
Jun. 30, 2018
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment
Property and equipment, net, consisted of the following:
 
June 30,
2018
 
December 31,
2017
 
(in millions)
Land
$
529

 
$
516

Buildings and leasehold improvements
716

 
714

Equipment
722

 
623

Construction in progress
77

 
159

Total property and equipment
2,044

 
2,012

Less: accumulated depreciation
524

 
455

Property and equipment, net
$
1,520

 
$
1,557
v3.10.0.1
Goodwill and Other Intangible Assets (Tables)
 6 Months Ended
Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets
Other Intangible Assets
Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following:
 
June 30, 2018
 
December 31, 2017
 
Gross Carrying
Amount
 
Accumulated Amortization
 
Net Book Value
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Book Value
 
(in millions)
Indefinite-lived
 
 
 
 
 
 
 
 
 
 
 
Tradenames
$
295

 
$
—

 
$
295

 
$
295

 
$
—

 
$
295

Contractual rights
30

 
—

 
30

 
30

 
—

 
30

Liquor licenses
12

 
—

 
12

 
12

 
—

 
12

Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations including supply agreements (1)
561

 
251

 
310

 
674

 
256

 
418

Favorable leasehold arrangements, net
12

 
5

 
7

 
12

 
5

 
7

Loan origination costs (2)
10

 
7

 
3

 
10

 
6

 
4

Other intangibles
5

 
3

 
2

 
5

 
3

 
2

Intangible assets, net
$
925

 
$
266

 
$
659

 
$
1,038

 
$
270

 
$
768

_______________________________
(1)
Decrease in gross carrying amount is mainly due to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers, see Note 2.
(2)
Loan origination costs are associated with the 2014 Revolver, see Note 10 for further information on the 2014 Revolver.
v3.10.0.1
Accrued Expenses and Other Current Liabilities (Tables)
 6 Months Ended
Jun. 30, 2018
Accrued Expenses And Other Current Liabilities [Abstract]  
Schedule of Accrued Liabilities
Current accrued expenses and other current liabilities consisted of the following:
 
June 30,
2018
 
December 31,
2017
 
(in millions)
Wage and other employee-related accrued expenses
$
28

 
$
72

Accrued tax expense
323

 
180

Accrued insurance
29

 
26

Accrued interest expense
55

 
43

Dealer deposits
18

 
16

Reserve for environmental remediation
11

 
—

Other
80

 
31

Total
$
544

 
$
368
v3.10.0.1
Long-Term Debt (Tables)
 6 Months Ended
Jun. 30, 2018
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
Long-term debt consisted of the following:
 
June 30,
2018
 
December 31,
2017
 
(in millions)
Term Loan (1)
$
—

 
$
1,243

Sale leaseback financing obligation
110

 
113

2014 Revolver
320

 
765

4.875% Senior Notes Due 2023
1,000

 
—

5.500% Senior Notes Due 2026
800

 
—

5.875% Senior Notes Due 2028
400

 
—

6.375% Senior Notes Due 2023 (2)
—

 
800

5.500% Senior Notes Due 2020 (2)
—

 
600

6.250% Senior Notes Due 2021 (2)
—

 
800

Other
2

 
3

Total debt
2,632

 
4,324

Less: current maturities
5

 
6

Less: debt issuance costs
25

 
34

Long-term debt, net of current maturities
$
2,602

 
$
4,284
v3.10.0.1
Other noncurrent liabilities (Tables)
 6 Months Ended
Jun. 30, 2018
Change of asset retirement obligations [Abstract]  
Other Noncurrent Liabilities [Table Text Block]
 
June 30,
2018
 
December 31, 2017
 
(in millions)
Accrued straight-line rent
$
12

 
$
13

Reserve for underground storage tank removal
50

 
41

Reserve for environmental remediation
28

 
23

Unfavorable lease liability
17

 
10

Aloha acquisition contingent consideration
11

 
15

Other
18

 
23

Total
$
136

 
$
125
v3.10.0.1
Revenue (Tables)
 6 Months Ended
Jun. 30, 2018
Revenue [Abstract]  
Disaggregation of Revenue [Table Text Block]
The following table depicts the disaggregation of revenue by channel within each segment:
 
For the Three Months Ended June 30, 2018
 
For the Six Months Ended June 30, 2018
 
(in millions)
Fuel Distribution and Marketing Segment
 
 
 
Dealer
$
983

 
$
1,783

Distributor
2,207

 
3,830

Unbranded Wholesale
687

 
1,249

Commission Agent
427

 
548

Rental income
31

 
50

Other
15

 
29

Total
4,350

 
7,489

All Other Segment
 
 
 
Motor Fuel
203

 
648

Rental income
3

 
6

Other
51

 
213

Total
257

 
867

Total Revenue
$
4,607

 
$
8,356
Contract with Customer, Asset and Liability [Table Text Block]
The opening and closing balances of the Partnership’s contract assets and contract liabilities are as follows:
 
Balance at
January 1, 2018
 
Balance at June 30, 2018
 
Increase/ (Decrease)
 
(in millions)
Contract Balances
 
 
 
 
 
Contract Asset
$
51

 
$
59

 
$
8

Accounts receivable from contracts with customers
$
445

 
$
487

 
$
42

Contract Liability
$
1

 
$
1

 
$
—

The amount of revenue recognized in the three and six months ended June 30, 2018 that was included in the opening contract liability balance was $0.2 million and $0.3 million. This amount of revenue is a result of changes in the transaction price of the Partnership’s contracts with customers. The difference in the opening and closing balances of the contract asset and contract liability primarily results from the timing difference between entity's performance and the customer’s payment.
v3.10.0.1
Commitments And Contingencies (Tables)
 6 Months Ended
Jun. 30, 2018
Leases [Abstract]  
Schedule of Rent Expense
Net rent expense consisted of the following:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(in millions)
Cash rent:
 
 
 
 
 
 
 
Store base rent (1) (2)
$
18

 
$
19

 
$
33

 
$
35

Equipment and other rent (3)
1

 
2

 
1

 
6

Total cash rent
19

 
21

 
34

 
41

Non-cash rent:
 
 
 
 
 
 
 
Straight-line rent
—

 
1

 
—

 
1

Net rent expense
$
19

 
$
22

 
$
34

 
$
42

________________________________
(1)
Store base rent includes the Partnership's rent expense for leased retail store properties which are subleased to third-party operators. The sublease income from these sites is recorded in rental income on the statement of operations and totaled $11 million and $6 million for the three months ended June 30, 2018 and 2017, respectively, and $17 million and $12 million for the six months ended June 30, 2018 and 2017, respectively.
(2)
Store base rent includes contingent rent expense totaling $1 million and $6 million for the three months ended June 30, 2018 and 2017, respectively, and $2 million and $10 million for the six months ended June 30, 2018 and 2017, respectively.
(3)
Equipment and other rent consists primarily of vehicles and store equipment.
v3.10.0.1
Interest Expense, net (Tables)
 6 Months Ended
Jun. 30, 2018
Interest Income (Expense), Net [Abstract]  
Schedule of Interest Expense Net
nterest expense were as follows:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(in millions)
Interest expense
$
36

 
$
57

 
$
70

 
$
112

Amortization of deferred financing fees
1

 
4

 
3

 
8

Interest income
(1
)
 
(7
)
 
(3
)
 
(8
)
Interest expense, net
$
36

 
$
54

 
$
70

 
$
112
v3.10.0.1
Income Tax Expense (Tables)
 6 Months Ended
Jun. 30, 2018
Income Tax Disclosure [Abstract]  
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of income tax expense from continuing operations at the U.S. federal statutory rate to net income tax expense (benefit) is as follows:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(in million)
Tax at statutory federal rate (1)
$
18

 
$
(25
)
 
$
8

 
$
(26
)
Partnership earnings not subject to tax
(10
)
 
(43
)
 
(1
)
 
(56
)
Goodwill impairment
—

 
31

 
—

 
31

State and local tax, net of federal benefit
1

 
(6
)
 
1

 
(6
)
Statutory tax rate changes
(10
)
 
—

 
19

 
—

Other
(1
)
 
(2
)
 
2

 
(2
)
Net income tax expense (benefit)
$
(2
)
 
$
(45
)
 
$
29

 
$
(59
)
v3.10.0.1
Partners' Capital (Tables)
 6 Months Ended
Jun. 30, 2018
Partners' Capital [Abstract]  
Distribution of Preferred Unit [Table Text Block]
 
 
Series A Preferred Unit Holder
Payment Date
 
Total Cash Distribution
 
 
(in millions)
January 25, 2018 (1)
 
$
10
Schedule of Common Units
Activity of our common units for the six months ended June 30, 2018 is as follows: 
 
Number of Units
Number of common units at December 31, 2017
99,667,999

Common units repurchase
(17,286,859
)
Phantom unit vesting
117,709

Number of common units at June 30, 2018
82,498,849
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 June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Attributable to Common Units
 
 
 
 
 
 
 
Distributions (a)
$
68

 
$
82

 
$
136

 
$
164

Distributions in excess of net income
(19
)
 
(334
)
 
(423
)
 
(438
)
Limited partners' interest in net income (loss)
$
49

 
$
(252
)
 
$
(287
)
 
$
(274
)
 
 
 
 
 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$
0.8255

 
$
0.8255

 
$
1.6510

 
$
1.6510
Schedule of Incentive Distribution Rights to Limited Partners
The following table illustrates the percentage allocations of available cash from operating surplus between our common unitholders and the holder of our incentive distribution rights (“IDRs”) based on the specified target distribution levels, after the payment of distributions to Class C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount.” The percentage interests shown for our common unitholders and our IDR holder for the minimum quarterly distribution per common unit are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.
 
 
 
Marginal percentage interest
in distributions
 
Total quarterly distribution per Common Unit target amount
 
Common Unitholders
 
Holder of IDRs
Minimum Quarterly Distribution
$0.4375
 
100
%
 
—

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

Second Target Distribution
Above $0.503125 up to $0.546875
 
85
%
 
15
%
Third Target Distribution
Above $0.546875 up to $0.656250
 
75
%
 
25
%
Thereafter
Above $0.656250
 
50
%
 
50
%
Distributions Made to Limited Partner, by Distribution
ash distributions paid or payable during 2018 were as follows:
 
 
Limited Partners
 
 
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
Distribution to IDR Holders
 
 
(in millions, except per unit amounts)
August 15, 2018
 
$
0.8255

 
$
68

 
$
17

May 15, 2018
 
$
0.8255

 
$
68

 
$
18

February 14, 2018
 
$
0.8255

 
$
82

 
$
21

 
v3.10.0.1
Unit-Based Compensation (Tables)
 6 Months Ended
Jun. 30, 2018
Share-based Compensation [Abstract]  
Schedule of Nonvested Share Activity
A summary of our phantom unit award activity is as follows:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2016
2,013,634

 
$
34.43

Granted
203,867

 
28.31

Vested
(289,377
)
 
45.48

Forfeited
(150,823
)
 
34.71

Outstanding at December 31, 2017
1,777,301

 
31.89

Granted
420,300

 
28.86

Vested
(179,262
)
 
28.43

Forfeited
(284,536
)
 
31.77

Outstanding at June 30, 2018
1,733,803

 
$
30.93
v3.10.0.1
Segment Reporting (Tables)
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2018
Reportable Segments [Abstract]    
Segment Reporting
 
For the Three Months Ended June 30,
 
2018
 
2017
 
Fuel Distribution and Marketing
 
All Other
 
Intercompany Eliminations
 
Totals
 
Fuel Distribution and Marketing
 
All Other
 
Intercompany Eliminations
 
Totals
 
(in millions)
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales
$
4,304

 
$
203

 
 
 
$
4,507

 
$
2,287

 
$
398

 
 
 
$
2,685

Rental income
31

 
3

 
 
 
34

 
19

 
3

 
 
 
22

Other
15

 
51

 
 
 
66

 
12

 
173

 
 
 
185

Intersegment sales
453

 
30

 
(483
)
 
—

 
350

 
25

 
(375
)
 
—

Total revenue
4,803

 
287

 
(483
)
 
4,607

 
2,668

 
599

 
(375
)
 
2,892

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel
204

 
23

 
 
 
227

 
102

 
53

 
 
 
155

Rental
31

 
3

 
 
 
34

 
19

 
3

 
 
 
22

Other
18

 
31

 
 
 
49

 
8

 
74

 
 
 
82

Total gross profit
253

 
57

 
 
 
310

 
129

 
130

 
 
 
259

Total operating expenses
128

 
54

 
 
 
182

 
112

 
167

 
 
 
279

Operating income (loss)
125

 
3

 
 
 
128

 
17

 
(37
)
 
 
 
(20
)
Interest expense, net
27

 
9

 
 
 
36

 
13

 
41

 
 
 
54

Income (loss) from continuing operations before income taxes
98

 
(6
)
 
 
 
92

 
4

 
(78
)
 
 

(74
)
Income tax expense (benefit)
(3
)
 
1

 
 
 
(2
)
 
(1
)
 
(44
)
 
 
 
(45
)
Income (loss) from continuing operations
101

 
(7
)
 
 
 
94

 
5

 
(34
)
 
 
 
(29
)
Loss from discontinued operations, net of income taxes (See Note 4)
—

 
(26
)
 
 
 
(26
)
 
—

 
(193
)
 
 
 
(193
)
Net income (loss) and comprehensive income (loss)
$
101

 
$
(33
)
 
 
 
$
68

 
$
5

 
$
(227
)
 
 
 
$
(222
)
Depreciation, amortization and accretion (1)
35

 
6

 
 
 
41

 
37

 
2

 
 
 
39

Interest expense, net (1)
27

 
9

 
 
 
36

 
14

 
44

 
 
 
58

Income tax benefit (1)
(3
)
 
(16
)
 
 
 
(19
)
 
(1
)
 
(22
)
 
 
 
(23
)
EBITDA
160

 
(34
)
 
 
 
126

 
55

 
(203
)
 
 
 
(148
)
Non-cash compensation expense (1)
1

 
2

 
 
 
3

 
1

 
4

 
 
 
5

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

 
40

 
 
 
40

 
2

 
324

 
 
 
326

Unrealized loss on commodity derivatives (1)
—

 
—

 
 
 
—

 
5

 
—

 
 
 
5

Inventory fair value adjustments (1)
(32
)
 
—

 
 
 
(32
)
 
30

 
2

 
 
 
32

Other non-cash adjustments
3

 
—

 
 
 
3

 
—

 
—

 
 
 
—

Adjusted EBITDA
$
132

 
$
8

 
 
 
$
140

 
$
93

 
$
127

 
 
 
$
220

Capital expenditures (1)
$
11

 
$
2

 
 
 
$
13

 
$
14

 
$
19

 
 
 
$
33

Total assets as of June 30, 2018 and December 31, 2017, respectively
$
3,900

 
$
1,106

 
 
 
$
5,006

 
$
3,130

 
$
5,214

 
 
 
$
8,344
Segment Reporting
Our financial statements reflect two reportable segments, fuel distribution & marketing and all other. After the Retail Divestment and the conversion of 207 retail sites to commission agent sites, the Partnership has renamed the former Wholesale segment to Fuel Distribution and Marketing and the former Retail segment is renamed to All Other.
We report Adjusted EBITDA by segment as a measure of segment performance. We define Adjusted EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense, non-cash compensation expense, gains and losses on disposal of assets and impairment charges, unrealized gains and losses on commodity derivatives, inventory adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations.
Fuel Distribution and Marketing Segment
Our Fuel Distribution and Marketing segment purchases motor fuel primarily from independent refiners and major oil companies and supplies it to independently-operated dealer stations under long-term supply agreements, to distributors and other consumers of motor fuel, and to Partnership-operated stations included in our All Other segment. Also included in the Fuel Distribution and Marketing segment are motor fuel sales to commission agent locations and sales and costs related to processing transmix. We distribute motor fuels across more than 30 states throughout the East Coast, Midwest, South Central 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 Fuel Distribution and Marketing segment to Partnership-operated stations included in our All Other 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 Fuel Distribution and Marketing segment is rental income from properties that we lease or sublease.
All Other Segment
Prior to the completion of the Retail Divestment, our All Other segment primarily operated branded retail 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 offered motor fuel, merchandise, foodservice, and a variety of other services including car washes, lottery, automated teller machines, money orders, prepaid phone cards and wireless services. The operations of the Retail Divestment are included in discontinued operations in the following segment information. Subsequent to the completion of the Retail Divestment, the remaining All Other segment includes the Partnership's ethanol plant, credit card services, franchise royalties, and its retail operations in Hawaii, New Jersey and Texas.
The following tables present financial information by segment for the three and six months ended June 30, 2018 and 2017:
 
For the Six Months Ended June 30,
 
2018
 
2017
 
Fuel Distribution and Marketing
 
All Other
 
Intercompany Eliminations
 
Totals
 
Fuel Distribution and Marketing
 
All Other
 
Intercompany Eliminations
 
Totals
 
(in millions)
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales
$
7,410

 
$
648

 
 
 
$
8,058

 
$
4,553

 
$
750

 
 
 
$
5,303

Rental income
50

 
6

 
 
 
56

 
38

 
6

 
 
 
44

Other
29

 
213

 
 
 
242

 
24

 
329

 
 
 
353

Intersegment sales
811

 
64

 
(875
)
 
—

 
679

 
60

 
(739
)
 
—

Total revenue
8,300

 
931

 
(875
)
 
8,356

 
5,294

 
1,145

 
(739
)
 
5,700

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel
365

 
67

 
 
 
432

 
225

 
88

 
 
 
313

Rental
50

 
6

 
 
 
56

 
38

 
6

 
 
 
44

Other
28

 
90

 
 
 
118

 
17

 
141

 
 
 
158

Total gross profit
443

 
163

 
 
 
606

 
280

 
235

 
 
 
515

Total operating expenses
247

 
135

 
 
 
382

 
203

 
276

 
 
 
479

Operating income (loss)
196

 
28

 
 
 
224

 
77

 
(41
)
 
 
 
36

Interest expense, net
46

 
24

 
 
 
70

 
33

 
79

 
 
 
112

Loss on extinguishment of debt and other
109

 
—

 
 
 
109

 
—

 
—

 
 
 
—

Income (loss) from continuing operations before income taxes
41

 
4

 
 
 
45

 
44

 
(120
)
 
 
 
(76
)
Income tax expense (benefit)
(2
)
 
31

 
 
 
29

 
—

 
(59
)
 
 
 
(59
)
Income (loss) from continuing operations
43

 
(27
)
 
 
 
16

 
44

 
(61
)
 
 
 
(17
)
Loss from discontinued operations, net of income taxes (See Note 4)
—

 
(263
)
 
 
 
(263
)
 
—

 
(204
)
 
 
 
(204
)
Net income (loss) and comprehensive income (loss)
$
43

 
$
(290
)
 
 
 
$
(247
)
 
$
44

 
$
(265
)
 
 
 
$
(221
)
Depreciation, amortization and accretion (1)
63

 
27

 
 
 
90

 
59

 
67

 
 
 
126

Interest expense, net (1)
46

 
26

 
 
 
72

 
33

 
87

 
 
 
120

Income tax expense (benefit) (1)
(2
)
 
187

 
 
 
185

 
—

 
(40
)
 
 
 
(40
)
EBITDA
150

 
(50
)
 
 
 
100

 
136

 
(151
)
 
 
 
(15
)
Non-cash compensation expense (1)
1

 
5

 
 
 
6

 
1

 
8

 
 
 
9

Loss on disposal of assets and impairment charges (1)
3

 
63

 
 
 
66

 
4

 
329

 
 
 
333

Loss on extinguishment of debt and other (1)
109

 
20

 
 
 
129

 
—

 
—

 
 
 
—

Inventory fair value adjustments (1)
(57
)
 
(1
)
 
 
 
(58
)
 
43

 
5

 
 
 
48

Other non-cash adjustments
6

 
—

 
 
 
6

 
—

 
—

 
 
 
—

Adjusted EBITDA
$
212

 
$
37

 
 
 
$
249

 
$
184

 
$
191

 
 
 
$
375

Capital expenditures (1)
$
23

 
$
9

 
 
 
$
32

 
$
26

 
$
73

 
 
 
$
99

Total assets as of June 30, 2018 and December 31, 2017, respectively
$
3,900

 
$
1,106

 
 
 
$
5,006

 
$
3,130

 
$
5,214

 
 
 
$
8,344

________________________________
(1)
Includes amounts from discontinued operations.
Schedule of Segment Reporting Information, by Segment [Table Text Block]  
 
For the Six Months Ended June 30,
 
2018
 
2017
 
Fuel Distribution and Marketing
 
All Other
 
Intercompany Eliminations
 
Totals
 
Fuel Distribution and Marketing
 
All Other
 
Intercompany Eliminations
 
Totals
 
(in millions)
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales
$
7,410

 
$
648

 
 
 
$
8,058

 
$
4,553

 
$
750

 
 
 
$
5,303

Rental income
50

 
6

 
 
 
56

 
38

 
6

 
 
 
44

Other
29

 
213

 
 
 
242

 
24

 
329

 
 
 
353

Intersegment sales
811

 
64

 
(875
)
 
—

 
679

 
60

 
(739
)
 
—

Total revenue
8,300

 
931

 
(875
)
 
8,356

 
5,294

 
1,145

 
(739
)
 
5,700

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel
365

 
67

 
 
 
432

 
225

 
88

 
 
 
313

Rental
50

 
6

 
 
 
56

 
38

 
6

 
 
 
44

Other
28

 
90

 
 
 
118

 
17

 
141

 
 
 
158

Total gross profit
443

 
163

 
 
 
606

 
280

 
235

 
 
 
515

Total operating expenses
247

 
135

 
 
 
382

 
203

 
276

 
 
 
479

Operating income (loss)
196

 
28

 
 
 
224

 
77

 
(41
)
 
 
 
36

Interest expense, net
46

 
24

 
 
 
70

 
33

 
79

 
 
 
112

Loss on extinguishment of debt and other
109

 
—

 
 
 
109

 
—

 
—

 
 
 
—

Income (loss) from continuing operations before income taxes
41

 
4

 
 
 
45

 
44

 
(120
)
 
 
 
(76
)
Income tax expense (benefit)
(2
)
 
31

 
 
 
29

 
—

 
(59
)
 
 
 
(59
)
Income (loss) from continuing operations
43

 
(27
)
 
 
 
16

 
44

 
(61
)
 
 
 
(17
)
Loss from discontinued operations, net of income taxes (See Note 4)
—

 
(263
)
 
 
 
(263
)
 
—

 
(204
)
 
 
 
(204
)
Net income (loss) and comprehensive income (loss)
$
43

 
$
(290
)
 
 
 
$
(247
)
 
$
44

 
$
(265
)
 
 
 
$
(221
)
Depreciation, amortization and accretion (1)
63

 
27

 
 
 
90

 
59

 
67

 
 
 
126

Interest expense, net (1)
46

 
26

 
 
 
72

 
33

 
87

 
 
 
120

Income tax expense (benefit) (1)
(2
)
 
187

 
 
 
185

 
—

 
(40
)
 
 
 
(40
)
EBITDA
150

 
(50
)
 
 
 
100

 
136

 
(151
)
 
 
 
(15
)
Non-cash compensation expense (1)
1

 
5

 
 
 
6

 
1

 
8

 
 
 
9

Loss on disposal of assets and impairment charges (1)
3

 
63

 
 
 
66

 
4

 
329

 
 
 
333

Loss on extinguishment of debt and other (1)
109

 
20

 
 
 
129

 
—

 
—

 
 
 
—

Inventory fair value adjustments (1)
(57
)
 
(1
)
 
 
 
(58
)
 
43

 
5

 
 
 
48

Other non-cash adjustments
6

 
—

 
 
 
6

 
—

 
—

 
 
 
—

Adjusted EBITDA
$
212

 
$
37

 
 
 
$
249

 
$
184

 
$
191

 
 
 
$
375

Capital expenditures (1)
$
23

 
$
9

 
 
 
$
32

 
$
26

 
$
73

 
 
 
$
99

Total assets as of June 30, 2018 and December 31, 2017, respectively
$
3,900

 
$
1,106

 
 
 
$
5,006

 
$
3,130

 
$
5,214

 
 
 
$
8,344

________________________________
(1)
Includes amounts from discontinued operations.
v3.10.0.1
Net Income per Unit (Tables)
 6 Months Ended
Jun. 30, 2018
Net Income Per Unit [Abstract]  
Schedule of Net Income per Unit, Basic and Diluted
A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(in millions, except units and per unit amounts)
Income (loss) from continuing operations
$
94

 
$
(29
)
 
$
16

 
$
(17
)
Less:
 
 
 
 
 
 
 
Distributions on Series A Preferred units
—

 
8

 
2

 
8

Incentive distribution rights
17

 
21

 
35

 
42

Distributions on nonvested phantom unit awards
2

 
1

 
3

 
3

Limited partners' interest in net income (loss) from continuing operations
$
75

 
$
(59
)
 
$
(24
)
 
$
(70
)
Loss from discontinued operations
$
(26
)
 
$
(193
)
 
$
(263
)
 
$
(204
)
Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
Common - basic
82,494,976

 
99,466,424

 
86,104,411

 
99,040,383

Common - equivalents
452,693

 
433,583

 
464,961

 
265,662

Common - diluted
82,947,669

 
99,900,007

 
86,569,372

 
99,306,045

Income (loss) from continuing operations per limited partner unit:
 
 
 
 
 
 
 
Common - basic
$
0.91

 
$
(0.58
)
 
$
(0.29
)
 
$
(0.70
)
Common - diluted
$
0.90

 
$
(0.59
)
 
$
(0.29
)
 
$
(0.70
)
Loss from discontinued operations per limited partner unit:
 
 
 
 
 
 
 
Common - basic
$
(0.32
)
 
$
(1.94
)
 
$
(3.05
)
 
$
(2.07
)
Common - diluted
$
(0.32
)
 
$
(1.94
)
 
$
(3.05
)
 
$
(2.07
)
v3.10.0.1
Organization and Principles of Consolidation - Additional Information (Details)
$ in Billions
 6 Months Ended
Jun. 30, 2018
state
store
segment
Apr. 02, 2018
store
Jan. 23, 2018
USD ($)
Jan. 18, 2017
store
Organization Consolidation And Presentation Of Financial Statements [Line Items]        
Number of Stores | store 47     97
Percentage of membership interest acquired 100.00%      
Number of operating segments | segment 2      
Sunoco LLC [Member] | Minimum [Member]        
Organization Consolidation And Presentation Of Financial Statements [Line Items]        
Number of states in which entity operates (more than) | state 30      
Motor Fuels [Member] | Minimum [Member]        
Organization Consolidation And Presentation Of Financial Statements [Line Items]        
Number of states in which entity operates (more than) | state 30      
Commission Agent Revenue [Member]        
Organization Consolidation And Presentation Of Financial Statements [Line Items]        
Number of Stores | store   207    
Energy Transfer Partners Limited Partnership [Member]        
Organization Consolidation And Presentation Of Financial Statements [Line Items]        
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest 2.30%      
ETE [Member]        
Organization Consolidation And Presentation Of Financial Statements [Line Items]        
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest 26.50%      
7-Eleven sales [Member]        
Organization Consolidation And Presentation Of Financial Statements [Line Items]        
Business acquisition, total purchase price | $     $ 3.2  
v3.10.0.1
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Accounting Policies [Abstract]        
Motor fuel and sales taxes $ 122 $ 135 $ 181 $ 211
v3.10.0.1
Summary of Significant Accounting Policies Cumulative Effect of Changes due to Adoption of ASU 2014-09 (Details) - USD ($)
$ in Millions
Jun. 30, 2018
Jan. 01, 2018
Dec. 31, 2017
Other current assets $ 62 $ 89 $ 81
Property and equipment, net 1,520 1,557 1,557
Intangible assets, net (659) (668) (768)
Other noncurrent assets 123 84 45
Other noncurrent liabilities 136 126 125
Common Units      
Total partners' capital $ 916 1,893 $ 1,947
Accounting Standards Update 2014-09 [Member]      
Other current assets   8  
Property and equipment, net   0  
Intangible assets, net   (100)  
Other noncurrent assets   39  
Other noncurrent liabilities   1  
Total partners' capital   $ (54)  
v3.10.0.1
Summary of Significant Accounting Policies Effect of change related to ASU 2014-09 (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jan. 01, 2018
Dec. 31, 2017
Revenues $ (4,607)   $ (8,356)    
Depreciation, amortization and accretion (41) $ (39) (90)    
Other current assets 62   62 $ 89 $ 81
Property and equipment, net 1,520   1,520 1,557 1,557
Intangible assets, net (659)   (659) (668) (768)
Other noncurrent assets 123   123 84 45
Other noncurrent liabilities 136   136 126 125
Difference between Revenue Guidance in Effect before and after Topic 606 [Member]          
Revenues (13)   (23)    
Other 0   0    
Other (1)   (2)    
Other operating (2)   (4)    
Depreciation, amortization and accretion (7)   (13)    
Other current assets 9   9    
Property and equipment, net 0   0    
Intangible assets, net (112)   (112)    
Other noncurrent assets 46   46    
Other noncurrent liabilities 1   1    
Total partners' capital (58)   (58)    
Calculated under Revenue Guidance in Effect before Topic 606 [Member]          
Revenues (4,520)   (8,081)    
Other 66   242    
Other (18)   (126)    
Other operating (88)   (188)    
Depreciation, amortization and accretion (48)   (103)    
Other current assets 53   53    
Property and equipment, net 1,520   1,520    
Intangible assets, net (771)   (771)    
Other noncurrent assets 77   77    
Other noncurrent liabilities 135   135    
Total partners' capital 974   974    
Common Units          
Total partners' capital $ 916   $ 916 $ 1,893 $ 1,947
v3.10.0.1
Acquisitions - Additional Information (Details)
$ in Millions
 3 Months Ended 6 Months Ended
Aug. 01, 2018
USD ($)
Apr. 03, 2018
USD ($)
Apr. 02, 2018
USD ($)
store
Jun. 30, 2018
USD ($)
store
Jun. 30, 2017
USD ($)
Jun. 30, 2018
USD ($)
store
Jun. 30, 2017
USD ($)
Dec. 31, 2017
shares
Jan. 18, 2017
store
Apr. 01, 2015
Business Acquisition [Line Items]                    
Percentage of membership interest acquired           100.00%        
Revenues       $ 4,607   $ 8,356        
Net income (loss)       $ 68 $ (222) $ (247) $ (221)      
Number of Stores | store       47   47     97  
Common Units [Member]                    
Business Acquisition [Line Items]                    
Limited partners' capital account, units issued (in shares) | shares               99,667,999    
Superior Plus Corporation [Member]                    
Business Acquisition [Line Items]                    
Business Combination, Consideration Transferred   $ 40                
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred   $ 18                
Payments to Acquire Businesses, Gross           $ 58 0      
Number Of Fuel Storage Terminals   3                
Goodwill, Acquired During Period   $ 9                
7-Eleven sales [Member]                    
Business Acquisition [Line Items]                    
Payments to Acquire Businesses, Gross           $ 54 $ 0      
Number of Stores | store     26              
Goodwill, Acquired During Period     $ 30              
Six Point Three Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] | Senior Notes [Member]                    
Business Acquisition [Line Items]                    
Interest rate, stated percentage                   6.375%
Subsequent Event [Member] | Sandford Oil [Member]                    
Business Acquisition [Line Items]                    
Business Combination, Consideration Transferred $ 66                  
v3.10.0.1
Acquisitions (Recognized Identified Assets Acquired and Liabilities Assumed) (Details) - USD ($)
$ in Millions
Jun. 30, 2018
Dec. 31, 2017
Business Acquisition [Line Items]    
Goodwill $ 1,469 $ 1,430
v3.10.0.1
Discontinued Operations Narrative (Details)
$ in Millions
 1 Months Ended 3 Months Ended 6 Months Ended
Jan. 22, 2018
USD ($)
Jun. 30, 2018
USD ($)
store
Jun. 30, 2017
USD ($)
Jun. 30, 2018
USD ($)
store
Jun. 30, 2017
USD ($)
Dec. 31, 2017
USD ($)
Jan. 18, 2017
store
Revenues   $ 4,607   $ 8,356      
Number of Stores | store   47   47     97
Goodwill   $ 1,469   $ 1,469   $ 1,430  
Non-cash unit based compensation expense [1]   3 $ 5 6 $ 9    
Gain (Loss) on Disposition of Property Plant Equipment [1]   $ (40) (326) $ (66) (333)    
Store under Contract [Member]              
Number of Stores | store   3   3      
Store sales to 7-Eleven [Domain]              
Number of Stores | store   32   32      
Store Sold to Other Entities [Domain]              
Number of Stores | store   9   9      
Store on Market [Domain]              
Number of Stores | store   6   6      
7-Eleven sales [Member]              
Business Acquisition, Transaction Costs       $ 6      
Store sales to 7-Eleven [Domain]              
Revenues $ 199   757   1,462    
Payments to Suppliers   $ 979   1,591      
Discontinued Operations [Member]              
Revenues   0 1,757 349 3,343    
Goodwill   0   0   $ 796  
Gain (Loss) on Disposition of Property Plant Equipment   $ (38) $ (234) $ (61) $ (239)    
[1] (1)Includes amounts from discontinued operations.
v3.10.0.1
Discontinued Operations Balance Sheet Amounts of Discontinued Operations (Details) - USD ($)
$ in Millions
Jun. 30, 2018
Jan. 01, 2018
Dec. 31, 2017
Inventories, net $ 456   $ 426
Other current assets 62 $ 89 81
Assets held for sale 6   3,313
Assets Held-for-sale, Not Part of Disposal Group     3,313
Capital Lease Obligations 2   3
Property and equipment, net 1,520 1,557 1,557
Goodwill 1,469   1,430
Intangible assets, net 659 668 768
Other noncurrent assets 123 84 45
Other noncurrent liabilities 136 $ 126 125
Liabilities associated with assets held for sale 0   75
Discontinued Operations [Member]      
Cash 0   21
Inventories, net 0   149
Other current assets 0   16
Capital Lease Obligations 0   21
Property and equipment, net 6   1,851
Goodwill 0   796
Intangible assets, net 0   477
Other noncurrent assets 0   3
Other noncurrent liabilities $ 0   $ 54
v3.10.0.1
Discontinued Operations Income Statement Data for Discontinued Operations (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Revenues $ 4,607   $ 8,356  
Depreciation, amortization and accretion 41 $ 39 90  
Rent 19 22 34 $ 42
Loss on disposal of assets and impairment charges [1] 40 326 66 333
Interest expense, net [1] 36 58 72 120
Gain (Loss) on Extinguishment of Debt [1]     129 0
Income tax expense (benefit) (2) 45 29 (59)
Loss from discontinued operations, net of income taxes (26) (193) (263) (204)
Discontinued Operations [Member]        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Other 0 477 93 901
Revenues 0 1,757 349 3,343
Other 0 314 65 596
Cost of Revenue 0 1,453 305 2,792
Gross Profit 0 304 44 551
General and administrative 5 36 7 69
Depreciation, amortization and accretion 0 3 0 36
Other operating 0 184 57 356
Rent 0 14 4 28
Loss on disposal of assets and impairment charges 38 234 61 239
Operating Expenses 43 471 129 728
Operating Income (Loss) (43) (167) (85) (177)
Interest expense, net 0 4 2 8
Gain (Loss) on Extinguishment of Debt 0 0 20 0
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax (43) (171) (107) (185)
Income tax expense (benefit) (17) 22 156 19
Loss from discontinued operations, net of income taxes (26) (193) (263) (204)
Discontinued Operations [Member] | Merchandise [Member]        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Other   461 89 870
Discontinued Operations [Member] | Motor Fuels [Member]        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Revenues 0 1,280 256 2,442
Cost of Revenue $ 0 $ 1,139 $ 240 $ 2,196
[1] (1)Includes amounts from discontinued operations.
v3.10.0.1
Accounts Receivable, net ((Details) - USD ($)
$ in Millions
Jun. 30, 2018
Dec. 31, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Allowance for doubtful accounts $ (2) $ (2)
Accounts receivable, net 529 541
Trade Accounts Receivable [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current 388 285
Credit Card Receivable [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current 99 160
Vendor receivables for rebates, branding and other [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current 7 29
Other Receivables [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable, gross, current $ 37 $ 69
v3.10.0.1
Inventories, net (Details) - USD ($)
$ in Millions
Jun. 30, 2018
Dec. 31, 2017
Inventory Disclosure [Abstract]    
Energy Related Inventory, Natural Gas in Storage $ 439 $ 387
Merchandise 6 30
Other 11 9
Inventories, net $ 456 $ 426
v3.10.0.1
Property And Equipment, net (Details) - USD ($)
$ in Millions
Jun. 30, 2018
Jan. 01, 2018
Dec. 31, 2017
Property, Plant and Equipment [Line Items]      
Total property and equipment $ 2,044   $ 2,012
Less: accumulated depreciation 524   455
Property and equipment, net 1,520 $ 1,557 1,557
Land [Member]      
Property, Plant and Equipment [Line Items]      
Total property and equipment 529   516
Buildings and leasehold improvements [Member]      
Property, Plant and Equipment [Line Items]      
Total property and equipment 716   714
Equipment [Member]      
Property, Plant and Equipment [Line Items]      
Total property and equipment 722   623
Construction in progress [Member]      
Property, Plant and Equipment [Line Items]      
Total property and equipment $ 77   $ 159
v3.10.0.1
Goodwill and Other Intangible Assets (Intangible Assets) - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Jun. 30, 2018
Dec. 31, 2017
Finite Lived Intangible Assets [Line Items]    
Goodwill $ 1,469 $ 1,430
Customer Relations And Supply Agreements [Member] | Weighted Average [Member]    
Finite Lived Intangible Assets [Line Items]    
Remaining weighted-average life 11 years  
Favorable leasehold arrangements, net [Member] | Weighted Average [Member]    
Finite Lived Intangible Assets [Line Items]    
Remaining weighted-average life 14 years  
Noncompete Agreements | Weighted Average [Member]    
Finite Lived Intangible Assets [Line Items]    
Remaining weighted-average life 10 years  
Deferred Loan Origination Costs | Weighted Average [Member]    
Finite Lived Intangible Assets [Line Items]    
Remaining weighted-average life 1 year  
v3.10.0.1
Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($)
$ in Millions
Jun. 30, 2018
Jan. 01, 2018
Dec. 31, 2017
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]      
Finite-lived intangible assets, Gross carrying amount $ 925   $ 1,038
Finite-lived intangible assets, Accumulated amortization 266   270
Intangible assets, net 659 $ 668 768
Customer Relations And Supply Agreements [Member]      
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]      
Finite-lived intangible assets, Gross carrying amount [1] 561   674
Finite-lived intangible assets, Accumulated amortization [1] 251   256
Finite-lived intangible assets, Net [1] 310   418
Favorable leasehold arrangements, net [Member]      
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]      
Finite-lived intangible assets, Gross carrying amount 12   12
Finite-lived intangible assets, Accumulated amortization 5   5
Finite-lived intangible assets, Net 7   7
Deferred Loan Origination Costs      
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]      
Finite-lived intangible assets, Gross carrying amount [2] 10   10
Finite-lived intangible assets, Accumulated amortization [2] 7   6
Finite-lived intangible assets, Net [2] 3   4
Other [Member]      
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]      
Finite-lived intangible assets, Gross carrying amount 5   5
Finite-lived intangible assets, Accumulated amortization 3   3
Finite-lived intangible assets, Net 2   2
Trade Names [Member]      
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]      
Other Indefinite-lived Intangible Assets, Gross Carrying Amount 295   295
Other Indefinite-lived Intangible Assets, Accumulated Amortization 0   0
Other Indefinite-lived Intangible Assets 295   295
Contractual Rights [Member]      
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]      
Other Indefinite-lived Intangible Assets, Gross Carrying Amount 30   30
Other Indefinite-lived Intangible Assets, Accumulated Amortization 0   0
Other Indefinite-lived Intangible Assets 30   30
Liquor Licenses [Member]      
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]      
Other Indefinite-lived Intangible Assets, Gross Carrying Amount 12   12
Other Indefinite-lived Intangible Assets, Accumulated Amortization 0   0
Other Indefinite-lived Intangible Assets $ 12   $ 12
[1] (1)Decrease in gross carrying amount is mainly due to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers, see Note 2.
[2] (2)Loan origination costs are associated with the 2014 Revolver, see Note 10 for further information on the 2014 Revolver.
v3.10.0.1
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Millions
Jun. 30, 2018
Dec. 31, 2017
Accrued Expenses And Other Current Liabilities [Abstract]    
Wage and other employee-related accrued expenses $ 28 $ 72
Accrued tax expense 323 180
Accrued insurance 29 26
Accrued interest expense 55 43
Dealer deposits 18 16
Other 80 31
Total 544 368
Liabilities Subject to Compromise, Environmental Contingencies $ 11 $ 0
v3.10.0.1
Long-Term Debt (Details) - USD ($)
Jun. 30, 2018
Jan. 23, 2018
Dec. 31, 2017
Debt Instrument [Line Items]      
Sale leaseback financing obligation $ 110,000,000   $ 113,000,000
Line of credit 320,000,000   765,000,000
Capital Lease Obligations 2,000,000   3,000,000
Total debt 2,632,000,000   4,324,000,000
Less: current maturities 5,000,000   6,000,000
Less: debt issuance costs 25,000,000   34,000,000
Long-term debt, net of current maturities 2,602,000,000   4,284,000,000
Senior Notes [Member]      
Debt Instrument [Line Items]      
Term Loan (1)   $ 2,200,000,000.0  
Term Loan [Member]      
Debt Instrument [Line Items]      
Term Loan (1) [1]     1,243,000,000
2014 Revolver [Member]      
Debt Instrument [Line Items]      
Line of credit 320,000,000   765,000,000
Four Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] | Senior Notes [Member]      
Debt Instrument [Line Items]      
Term Loan (1)   1,000,000,000.0  
Senior Notes 1,000,000,000   0
Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty Six [Member] | Senior Notes [Member]      
Debt Instrument [Line Items]      
Term Loan (1)   800,000,000  
Senior Notes 800,000,000   0
Five Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Eight [Member] | Senior Notes [Member]      
Debt Instrument [Line Items]      
Term Loan (1)   $ 400,000,000  
Senior Notes $ 400,000,000   $ 0
[1] (1)The Term Loan was repaid in full and terminated on January 23, 2018.
v3.10.0.1
Long-Term Debt (Term Loan) (Details) - USD ($)
$ in Millions
Jun. 30, 2018
 [1]
Dec. 31, 2017
Mar. 31, 2016
Term Loan [Member]      
Debt Instrument [Line Items]      
Term Loan (1) [1]   $ 1,243  
Medium-term Notes [Member]      
Debt Instrument [Line Items]      
Term Loan (1) $ 0   $ 2,035
[1] (1)The Term Loan was repaid in full and terminated on January 23, 2018.
v3.10.0.1
Long-Term Debt (5.500% Senior Notes Due 2020) (Details) - Senior Notes [Member] - USD ($)
Jun. 30, 2018
Jan. 23, 2018
Dec. 31, 2017
Apr. 07, 2016
Jul. 20, 2015
Debt Instrument [Line Items]          
Face amount   $ 2,200,000,000.0      
Six Point Two Five Zero Percentage Senior Notes Due Two Thousand Twenty One [Member]          
Debt Instrument [Line Items]          
Senior Notes [1] $ 0   $ 800,000,000    
Face amount       $ 800,000,000  
Senior Notes Call Premium   32,000,000      
Interest rate, stated percentage       6.25%  
Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty [Member]          
Debt Instrument [Line Items]          
Senior Notes [1] $ 0   $ 600,000,000    
Face amount         $ 600,000,000
Senior Notes Call Premium   $ 17,000,000      
Interest rate, stated percentage         5.50%
[1] (2)The Senior Notes were redeemed on January 23, 2018.
v3.10.0.1
Long-Term Debt (6.250% Senior Notes Due 2021) (Details) - Senior Notes [Member] - USD ($)
Jun. 30, 2018
Jan. 23, 2018
Dec. 31, 2017
Apr. 07, 2016
Debt Instrument [Line Items]        
Face amount   $ 2,200,000,000.0    
Six Point Two Five Zero Percentage Senior Notes Due Two Thousand Twenty One [Member]        
Debt Instrument [Line Items]        
Senior Notes [1] $ 0   $ 800,000,000  
Face amount       $ 800,000,000
Senior Notes Call Premium   $ 32,000,000    
Interest rate, stated percentage       6.25%
[1] (2)The Senior Notes were redeemed on January 23, 2018.
v3.10.0.1
Long-Term Debt (6.375% Senior Notes Due 2023) (Details) - Senior Notes [Member] - USD ($)
Jun. 30, 2018
Jan. 23, 2018
Dec. 31, 2017
Apr. 01, 2015
Debt Instrument [Line Items]        
Face amount   $ 2,200,000,000.0    
Six Point Three Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member]        
Debt Instrument [Line Items]        
Senior Notes [1] $ 0   $ 800,000,000  
Face amount       $ 800,000,000
Interest rate, stated percentage       6.375%
Senior Notes Call Premium   $ 44,000,000    
[1] (2)The Senior Notes were redeemed on January 23, 2018.
v3.10.0.1
Long-Term Debt (Revolving Credit Agreement) (Details)
$ in Millions
Jul. 27, 2018
USD ($)
Jun. 30, 2018
USD ($)
Dec. 31, 2017
USD ($)
Apr. 04, 2013
dealer
Debt Instrument [Line Items]        
Revolving line of credit   $ 320 $ 765  
Number Of Dealer Operated Sites | dealer       50
2014 Revolver [Member]        
Debt Instrument [Line Items]        
Revolving line of credit   320 $ 765  
Revolving Credit Agreement [Member] | 2014 Revolver [Member]        
Debt Instrument [Line Items]        
Revolving line of credit   320    
Letters of Credit Outstanding, Amount   8    
Current borrowing capacity   $ 1,200    
Subsequent Event [Member] | Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member]        
Debt Instrument [Line Items]        
Long-term Debt, Maturity Date Jul. 27, 2023      
Line Of Credit Facility Additional Borrowing Capacity $ 750      
Debt Instrument, Additional Collateral For Debt 66.00%      
Current borrowing capacity $ 1,500      
Debt Instrument, Covenant, Leverage Ratio 5.50      
Debt Instrument, Covenant, Interest Coverage Ratio 2.25      
Subsequent Event [Member] | Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | Incremental Addition to One Month LIBOR [Member]        
Debt Instrument [Line Items]        
Basis spread on variable rate 1.00%      
Subsequent Event [Member] | Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | Incremental Addition to Federal Funds Rate [Member]        
Debt Instrument [Line Items]        
Basis spread on variable rate 0.50%      
Subsequent Event [Member] | Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | Minimum [Member]        
Debt Instrument [Line Items]        
Commitment fee percentage 0.25%      
Business acquisition, total purchase price $ 50      
Subsequent Event [Member] | Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | Minimum [Member] | Applicable Margin on LIBOR Loan [Member]        
Debt Instrument [Line Items]        
Basis spread on variable rate 1.25%      
Subsequent Event [Member] | Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | Minimum [Member] | Applicable Margin on Base Rate Loan [Member]        
Debt Instrument [Line Items]        
Basis spread on variable rate 0.25%      
Subsequent Event [Member] | Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | Maximum [Member]        
Debt Instrument [Line Items]        
Commitment fee percentage 0.35%      
Debt Instrument, Covenant, Leverage Ratio 6.00      
Subsequent Event [Member] | Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | Maximum [Member] | Applicable Margin on LIBOR Loan [Member]        
Debt Instrument [Line Items]        
Basis spread on variable rate 2.25%      
Subsequent Event [Member] | Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | Maximum [Member] | Applicable Margin on Base Rate Loan [Member]        
Debt Instrument [Line Items]        
Basis spread on variable rate 1.25%      
Subsequent Event [Member] | Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | External Credit Rating, Investment Grade [Member] | Minimum [Member]        
Debt Instrument [Line Items]        
Basis spread on variable rate 0.125%      
Subsequent Event [Member] | Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | External Credit Rating, Investment Grade [Member] | Minimum [Member] | Applicable Margin on LIBOR Loan [Member]        
Debt Instrument [Line Items]        
Basis spread on variable rate 1.125%      
Subsequent Event [Member] | Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | External Credit Rating, Investment Grade [Member] | Minimum [Member] | Applicable Margin on Base Rate Loan [Member]        
Debt Instrument [Line Items]        
Commitment fee percentage 0.125%      
Subsequent Event [Member] | Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | External Credit Rating, Investment Grade [Member] | Maximum [Member]        
Debt Instrument [Line Items]        
Basis spread on variable rate 0.75%      
Commitment fee percentage 0.35%      
Subsequent Event [Member] | Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | External Credit Rating, Investment Grade [Member] | Maximum [Member] | Applicable Margin on LIBOR Loan [Member]        
Debt Instrument [Line Items]        
Basis spread on variable rate 1.75%      
v3.10.0.1
Long-Term Debt (Sale Leaseback Financing Obligation) (Details)
$ in Millions
 6 Months Ended
Jun. 30, 2018
USD ($)
Dec. 31, 2017
USD ($)
Apr. 04, 2013
company
dealer
Debt Disclosure [Abstract]      
Number of companies completed sale leaseback transaction | company     2
Number of dealer operated sites | dealer     50
Sale Leaseback Transaction, Imputed Interest Rate 5.125%    
Sale leaseback financing obligation | $ $ 110 $ 113  
v3.10.0.1
Long-Term Debt 2018 Private Offering of Senior Notes (Details) - USD ($)
 6 Months Ended
Feb. 07, 2018
Jan. 25, 2018
Jun. 30, 2018
Jan. 23, 2018
Apr. 07, 2016
Jul. 20, 2015
Apr. 01, 2015
Redemption of Preferred units     $ (300,000,000)        
Common Unit Repurchase, Unit Repurchased 17,286,859            
Common Unit Repurchase, Cash Consideration $ 540,000,000   $ 540,000,000        
Senior Notes [Member]              
Face amount       $ 2,200,000,000.0      
Four Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] | Senior Notes [Member]              
Face amount       $ 1,000,000,000.0      
Interest rate, stated percentage     4.85% 4.875%      
Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty Six [Member] | Senior Notes [Member]              
Face amount       $ 800,000,000      
Interest rate, stated percentage     5.50% 5.50%      
Five Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Eight [Member] | Senior Notes [Member]              
Face amount       $ 400,000,000      
Interest rate, stated percentage     5.875% 5.875%      
Six Point Two Five Zero Percentage Senior Notes Due Two Thousand Twenty One [Member] | Senior Notes [Member]              
Face amount         $ 800,000,000    
Interest rate, stated percentage         6.25%    
Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty [Member] | Senior Notes [Member]              
Face amount           $ 600,000,000  
Interest rate, stated percentage           5.50%  
Six Point Three Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] | Senior Notes [Member]              
Face amount             $ 800,000,000
Interest rate, stated percentage             6.375%
Series A Preferred Units [Member]              
Redemption of Preferred units   $ 313,000,000 $ (300,000,000)        
Common Unit Repurchase, Cash Consideration     $ 0        
v3.10.0.1
Long-Term Debt Fair Value Measurements (Details)
$ in Billions
Jun. 30, 2018
USD ($)
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block] $ 2.5
v3.10.0.1
Other noncurrent liabilities Other noncurrent liabilities(Details) - USD ($)
$ in Millions
Jun. 30, 2018
Dec. 31, 2017
Accrued straight-line rent $ 12 $ 13
Reserve for underground storage tank removal 50 41
Reserve for environmental remediation 28 23
Unfavorable lease liability 17 10
Others 18 23
Aloha Acquisition [Member]    
Aloha acquisition contingent consideration $ 11 $ 15
v3.10.0.1
Related-Party Transactions - Additional Information (Details)
$ in Millions
 3 Months Ended 6 Months Ended
Sep. 25, 2012
store
Jun. 30, 2018
USD ($)
store
Jun. 30, 2017
USD ($)
Jun. 30, 2018
USD ($)
agreement
store
Jun. 30, 2017
USD ($)
Apr. 02, 2018
store
Dec. 31, 2017
USD ($)
Jan. 18, 2017
store
Sep. 30, 2016
store
Related Party Transaction [Line Items]                  
Related products purchase agreements | agreement       2          
Purchase agreements renewal term       12 months          
Number of Stores | store   47   47       97  
Advances from affiliates   $ 85   $ 85     $ 85    
Receivables from affiliates   163   163     155    
Accounts payable to affiliates   167   167     $ 206    
Revenues   4,607   $ 8,356          
Philadelphia Energy Solutions Refining and Marketing [Member]                  
Related Party Transaction [Line Items]                  
Related products purchase agreements | agreement       1          
Merrill Lynch Commodities [Member]                  
Related Party Transaction [Line Items]                  
Related products purchase agreements | agreement       1          
Susser [Member]                  
Related Party Transaction [Line Items]                  
Distribution agreement term       10 years          
Purchase option term 3 years                
Number of convenience stores | store 75                
Commercial agreement, initial term 15 years                
Number of convenience stores, sale lease back transactions completed | store                 75
Sunoco Retail LLC [Member]                  
Related Party Transaction [Line Items]                  
Distribution agreement term       10 years          
Commission Agent Revenue [Member]                  
Related Party Transaction [Line Items]                  
Number of Stores | store           207      
Continuing Operations [Member]                  
Related Party Transaction [Line Items]                  
Repayment of Line of credit       $ 1,855 $ 1,588        
Revenues   4,607 $ 2,892 8,356 5,700        
Cost of Revenue   4,297 2,633 7,750 5,185        
Continuing Operations [Member] | Commission Agent Revenue [Member]                  
Related Party Transaction [Line Items]                  
Revenues   427              
Continuing Operations [Member] | Wholesale motor fuel sales to affiliates [Member]                  
Related Party Transaction [Line Items]                  
Revenues   10 6 22 28        
Affiliated Entity [Member] | Continuing Operations [Member] | Wholesale Motor Fuel [Member]                  
Related Party Transaction [Line Items]                  
Cost of Revenue   $ 887 $ 545 $ 1,664 $ 1,100        
v3.10.0.1
Revenue Disaggregation of revenue (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Revenues $ 4,607   $ 8,356  
Other Motor Fuels [Member]        
Revenues [1] 203   648  
Continuing Operations [Member]        
Other 66 $ 185 242 $ 353
Revenues 4,607 2,892 8,356 5,700
Continuing Operations [Member] | Fuel Distribution and Marketing [Member]        
Revenues 4,350   7,489  
Continuing Operations [Member] | Fuel Distribution and Marketing [Member] | Operating Segments [Member]        
Other 15 12 29 24
Revenues 4,803 2,668 8,300 5,294
Continuing Operations [Member] | All Other [Member]        
Other 51   213  
Revenues 257   867  
Continuing Operations [Member] | All Other [Member] | Operating Segments [Member]        
Other 51 173 213 329
Revenues 287 599 931 1,145
Continuing Operations [Member] | Wholesale motor fuel sales to third parties [Member]        
Revenues 983      
Continuing Operations [Member] | Distributor Revenue [Member]        
Revenues 2,207      
Continuing Operations [Member] | Unbranded Wholesale Revenue [Member]        
Revenues 687      
Continuing Operations [Member] | Commission Agent Revenue [Member]        
Revenues 427      
Continuing Operations [Member] | Rental and Other [Member]        
Revenues 34 22 56 44
Continuing Operations [Member] | Rental and Other [Member] | Fuel Distribution and Marketing [Member]        
Revenues 31   50  
Continuing Operations [Member] | Rental and Other [Member] | Fuel Distribution and Marketing [Member] | Operating Segments [Member]        
Revenues 31 19 50 38
Continuing Operations [Member] | Rental and Other [Member] | All Other [Member]        
Revenues 3   6  
Continuing Operations [Member] | Rental and Other [Member] | All Other [Member] | Operating Segments [Member]        
Revenues $ 3 $ 3 $ 6 $ 6
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v3.10.0.1
Revenue Contract Balances with Customers (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2018
Jan. 01, 2018
Contract Balances with Customers [Abstract]      
Contract with Customer, Asset, Net $ 59.0 $ 59.0 $ 51.0
Increase (Decrease) in Accounts Receivable   42.0  
Contract with Customer, Asset, Reclassified to Receivable   8.0  
Receivables from Customers 487.0 487.0 445.0
Contract with Customer, Liability 1.0 1.0 $ 1.0
Contract with Customer, Liability, Revenue Recognized $ 0.2 $ 0.3  
v3.10.0.1
Revenue Performance Obligations (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2018
Dec. 31, 2018
Jun. 30, 2018
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Contract with Customer, Liability, Revenue Recognized $ 0.2   $ 0.3      
Subsequent Event [Member]            
Contract with Customer, Liability, Revenue Recognized   $ 0.3   $ 0.1 $ 0.2 $ 0.4
v3.10.0.1
Revenue Costs to Obtain or Fulfill a Contract (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2018
Revenue from Contract with Customer [Abstract]    
Capitalized Contract Cost, Amortization $ 3 $ 6
v3.10.0.1
Commitments And Contingencies (Leases) (Details)
 6 Months Ended
Jun. 30, 2018
Minimum [Member]  
Operating Leased Assets [Line Items]  
Lease term 5 years
Maximum [Member]  
Operating Leased Assets [Line Items]  
Lease term 15 years
v3.10.0.1
Commitments And Contingencies (Leases, Schedule of Rent Expense) (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Leases [Abstract]        
Operating Leases, Rent Expense, Contingent Rentals $ 1 $ 6 $ 2 $ 10
Operating Leases, Rent Expense, Sublease Rentals 11 6 17 12
Cash rent:        
Store base rent 18 19 33 35
Equipment and other rent 1 2 1 6
Total cash rent 19 21 34 41
Non-cash rent:        
Straight-line rent 0 1 0 1
Net rent expense $ 19 $ 22 $ 34 $ 42
v3.10.0.1
Interest Expense, net (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Interest expense, net [1] $ 36 $ 58 $ 72 $ 120
Continuing Operations [Member]        
Interest Expense Cash 36 57    
Amortization of deferred financing fees 1 4 3 8
Interest Expense, Debt     70 112
Interest expense, net 36 54 70 112
Interest Income, Money Market Deposits $ 1 $ 7 $ 3 $ 8
[1] (1)Includes amounts from discontinued operations.
v3.10.0.1
Income Tax Expense (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Income Tax Disclosure [Abstract]        
Tax at statutory federal rate (1) $ 18 $ (25) $ 8 [1] $ (26) [1]
Partnership earnings not subject to tax (10) 43 (1) (56)
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount 0 31 0 31
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount 1 (6) 1 (6)
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount (10) 0 19 0
Other 1 (2) (2) 2
Net income tax expense (benefit) $ 2 $ (45) $ (29) $ 59
[1] In December 2017, the “Tax Cuts and Jobs Act” was signed into law. Among other provisions, the highest corporate federal income tax rate was reduced from 35% to 21% for tax years beginning after December 31, 2017.
v3.10.0.1
Partners' Capital Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 6 Months Ended
Feb. 07, 2018
Jun. 30, 2018
Jun. 30, 2018
Feb. 14, 2018
Dec. 31, 2017
Schedule of Partners' Capital [Line Items]          
Treasury Stock Acquired, Average Cost Per Share $ 31.2376        
Percentage of membership interest acquired     100.00%    
Common Units          
Schedule of Partners' Capital [Line Items]          
Limited Partners' Capital Account, Units Outstanding   54,034,882 54,034,882    
Common Units [Member]          
Schedule of Partners' Capital [Line Items]          
Limited Partners' Capital Account, Units Outstanding   82,498,849 82,498,849   99,667,999
Partners' Capital Account, Units, Sale of Units     17,286,859    
Parent Company [Member]          
Schedule of Partners' Capital [Line Items]          
Percentage of membership interest acquired   34.50%      
Parent Company [Member] | Common Units [Member]          
Schedule of Partners' Capital [Line Items]          
Limited Partners' Capital Account, Units Outstanding   28,463,967 28,463,967    
Series A Preferred Unit [Member]          
Schedule of Partners' Capital [Line Items]          
Preferred Unit, Quarterly Distribution       $ 10  
v3.10.0.1
Partners' Capital (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 6 Months Ended
Mar. 30, 2017
Jun. 30, 2018
Jun. 30, 2018
Dec. 31, 2017
Schedule of Partners' Capital [Line Items]        
Percentage of membership interest acquired     100.00%  
Class C Units [Member]        
Schedule of Partners' Capital [Line Items]        
Eligible distributions per unit (in dollars per share)   $ 0.8682 $ 0.8682  
Other certain allocation percentage   1.00% 1.00%  
Distribution Made to Limited Partner, Cash Distributions Declared     $ 28  
Units exchanged (in shares)   16,410,780 16,410,780  
Series A Preferred Units [Member]        
Schedule of Partners' Capital [Line Items]        
Equity Issued To Partners Capital Account $ 300      
Limited Partners' Capital Account, Units Outstanding   0 0 12,000,000
Common Units        
Schedule of Partners' Capital [Line Items]        
Limited Partners' Capital Account, Units Outstanding   54,034,882 54,034,882  
Parent Company [Member]        
Schedule of Partners' Capital [Line Items]        
Percentage of membership interest acquired   34.50%    
v3.10.0.1
Partners' Capital (Schedule of Common Units) (Details) - Common Units [Member]
 6 Months Ended
Jun. 30, 2018
shares
Class of Stock [Line Items]  
Phantom unit vesting (in shares) 117,709
Common units issued in connection the ATM (in shares) (17,286,859)
Limited Partners' Capital Account, Units Outstanding 99,667,999
v3.10.0.1
Partners' Capital (Allocations of Net Income) (Details) - Common Units [Member] - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Schedule of Partners' Capital [Line Items]        
Distributions $ 68 $ 82 $ 136 $ 164
Distributions in excess of income 19 334 423 438
Limited partners' interest in income from continuing operations $ 49 $ (252) $ (287) $ (274)
Cash distribution per common unit (in shares) $ 0.8255 $ 0.8255 $ 1.651 $ 1.651
v3.10.0.1
Partners' Capital (Incentive Distribution Rights) (Details)
 6 Months Ended
Jun. 30, 2018
$ / shares
Minimum Quarterly Distribution [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Total quarterly distribution per common unit target amount (in dollars per share) $ 0.4375
Minimum Quarterly Distribution [Member] | Common Units [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Marginal percentage interest in distributions 100.00%
Minimum Quarterly Distribution [Member] | Incentive Distribution Rights [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Marginal percentage interest in distributions 0.00%
First Target Distribution [Member] | Common Units [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Marginal percentage interest in distributions 100.00%
First Target Distribution [Member] | Incentive Distribution Rights [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Marginal percentage interest in distributions 0.00%
First Target Distribution [Member] | Minimum [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Total quarterly distribution per common unit target amount (in dollars per share) $ 0.4375
First Target Distribution [Member] | Maximum [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Total quarterly distribution per common unit target amount (in dollars per share) $ 0.5031250
Second Target Distribution [Member] | Common Units [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Marginal percentage interest in distributions 85.00%
Second Target Distribution [Member] | Incentive Distribution Rights [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Marginal percentage interest in distributions 15.00%
Second Target Distribution [Member] | Minimum [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Total quarterly distribution per common unit target amount (in dollars per share) $ 0.503125
Second Target Distribution [Member] | Maximum [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Total quarterly distribution per common unit target amount (in dollars per share) $ 0.546875
Third Target Distribution [Member] | Common Units [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Marginal percentage interest in distributions 75.00%
Third Target Distribution [Member] | Incentive Distribution Rights [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Marginal percentage interest in distributions 25.00%
Third Target Distribution [Member] | Minimum [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Total quarterly distribution per common unit target amount (in dollars per share) $ 0.546875
Third Target Distribution [Member] | Maximum [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Total quarterly distribution per common unit target amount (in dollars per share) 0.656250
Distributions Thereafter [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Total quarterly distribution per common unit target amount (in dollars per share) $ 0.656250
Distributions Thereafter [Member] | Common Units [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Marginal percentage interest in distributions 50.00%
Distributions Thereafter [Member] | Incentive Distribution Rights [Member]  
Distribution Made To Managing Member Or General Partner [Line Items]  
Marginal percentage interest in distributions 50.00%
v3.10.0.1
Partners' Capital (Cash Distributions) (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 6 Months Ended
Aug. 15, 2018
May 15, 2018
Feb. 14, 2018
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Distribution Made To Managing Member Or General Partner [Line Items]              
Per Unit Distribution (in dollars per share)   $ 0.8255 $ 0.8255        
Total Cash Distribution   $ 68 $ 82        
Distribution to IDR Holders   $ 18 $ 21 $ 17 $ 21 $ 35 $ 42
Subsequent Event [Member]              
Distribution Made To Managing Member Or General Partner [Line Items]              
Per Unit Distribution (in dollars per share) $ 0.8255            
Total Cash Distribution $ 68            
Distribution to IDR Holders $ 17            
v3.10.0.1
Partners' Capital Series A Preferred Units (Details) - Series A Preferred Units [Member]
$ / shares in Units, $ in Millions
Mar. 30, 2017
USD ($)
$ / shares
shares
Shares Issued, Price Per Share | $ / shares $ 25.00
Preferred Units, Issued | shares 12,000,000
Equity Issued To Partners Capital Account | $ $ 300
v3.10.0.1
Partners' Capital Distribution of Preferred Units (Details)
$ in Millions
Feb. 14, 2018
USD ($)
Series A Preferred Unit [Member]  
Preferred Unit, Quarterly Distribution $ 10
v3.10.0.1
Unit-Based Compensation (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Unit-based compensation $ 3 $ 5 $ 6 $ 9
v3.10.0.1
Unit-Based Compensation (Phantom Common Unit Awards) - Additional Information(Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Unit-based compensation $ 3 $ 5 $ 6 $ 9
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value     5 $ 1
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 24   24  
Fair Value Of Nonvested Service Phantom Units $ 54   $ 54  
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition     3 years 6 months 25 days  
Share Based Compensation Award Tranche One [Member] | Phantom common units [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage     60.00%  
Share Based Compensation Award Tranche Two [Member] | Phantom common units [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage     40.00%  
v3.10.0.1
Unit-Based Compensation (Phantom Common Unit Awards) (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Unit-based compensation $ 3 $ 5 $ 6 $ 9  
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]          
Non-vested at beginning of the period, Weighted Average Grant Date Fair Value (in dollars per share)     $ 31.89   $ 34.43
Granted, Weighted Average Grant Date Fair Value (in dollars per share)     28.86   28.31
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share)     31.77   34.71
Non-vested at end of period, Weighted Average Grant Date Fair Value (in dollars per share) $ 30.93   30.93    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value     $ 28.43   $ 45.48
Phantom common units [Member]          
Nonvested, Number of Shares [Roll Forward]          
Non-vested at beginning of period (in shares)     1,777,301   2,013,634
Granted (in shares)     420,300   203,867
Non-vested at end of period (in shares) 1,733,803   1,733,803    
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]          
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares     179,262   289,377
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares     (284,536)   (150,823)
v3.10.0.1
Segment Reporting - Additional Information (Details)
 6 Months Ended
Jun. 30, 2018
state
store
segment
Apr. 02, 2018
store
Jan. 18, 2017
store
Segment Reporting Information [Line Items]      
Number of operating segments | segment 2    
Number of Stores | store 47   97
Minimum [Member] | Wholesale Segment [Member]      
Segment Reporting Information [Line Items]      
Number of states in which entity operates | state 30    
Minimum [Member] | Retail Segment [Member]      
Segment Reporting Information [Line Items]      
Number of states in which entity operates | state 20    
Commission Agent Revenue [Member]      
Segment Reporting Information [Line Items]      
Number of Stores | store   207  
v3.10.0.1
Segment Reporting (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Segment Reporting Information [Line Items]          
Revenues $ 4,607   $ 8,356    
Interest expense, net [1] 36 $ 58 72 $ 120  
Income tax expense (benefit) (2) 45 29 (59)  
Income (loss) from continuing operations 94 (29) 16 (17)  
Loss from discontinued operations, net of income taxes (26) (193) (263) (204)  
Net income and comprehensive income 68 (222) (247) (221)  
Depreciation, amortization and accretion 41 39 90    
EBITDA 126 (148) 100 15  
Non-cash unit based compensation expense [1] 3 5 6 9  
Loss on disposal of assets and impairment charges [1] 40 326 66 333  
Unrealized loss on commodity derivatives [1] 0 (5)      
Adjusted EBITDA 140 220 249 375  
Payments to Acquire Property, Plant, and Equipment [1] 13 33 32 99  
Loss on extinguishment of debt and other [1]     (129) 0  
Assets, Fair Value Adjustment [1] (32) 32 (58) 48  
Other non-cash adjustments 3 0 6 0  
Assets 5,006   5,006   $ 8,344
Operating Segments [Member]          
Segment Reporting Information [Line Items]          
Income tax expense (benefit) [1] (19) (23) 185 (40)  
Depreciation, amortization and accretion       126  
Operating Segments [Member] | Fuel Distribution and Marketing [Member]          
Segment Reporting Information [Line Items]          
Interest expense, net [1] 27 14 46 33  
Income tax expense (benefit) [1] (3) (1) (2) 0  
Net income and comprehensive income 101 5 43 44  
Depreciation, amortization and accretion 35 37 63 59  
EBITDA 160 55 150 (136)  
Non-cash unit based compensation expense [1] 1 1 1 1  
Loss on disposal of assets and impairment charges [1] 0 2 3 4  
Unrealized loss on commodity derivatives [1] 0 (5)      
Adjusted EBITDA 132 93 212 184  
Payments to Acquire Property, Plant, and Equipment [1] 11 14 23 26  
Loss on extinguishment of debt and other [1]     (109) 0  
Assets, Fair Value Adjustment [1] (32) 30 (57) 43  
Other non-cash adjustments 3 0 6 0  
Assets 3,900   3,900   3,130
Operating Segments [Member] | All Other [Member]          
Segment Reporting Information [Line Items]          
Interest expense, net [1] 9 44 26 87  
Income tax expense (benefit) [1] (16) (22) 187 (40)  
Net income and comprehensive income (33) (227) (290) (265)  
Depreciation, amortization and accretion 6 2 27 67  
EBITDA 34 203 50 151  
Non-cash unit based compensation expense [1] 2 4 5 8  
Loss on disposal of assets and impairment charges [1] 40 324 63 329  
Unrealized loss on commodity derivatives [1] 0 0      
Adjusted EBITDA 8 127 37 191  
Payments to Acquire Property, Plant, and Equipment [1] 2 19 9 73  
Loss on extinguishment of debt and other [1]     (20) 0  
Assets, Fair Value Adjustment [1] 0 2 (1) 5  
Other non-cash adjustments 0 0 0 0  
Assets 1,106   1,106   $ 5,214
Discontinued Operations [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 0 304 44 551  
Other 0 477 93 901  
Revenues 0 1,757 349 3,343  
Operating Expenses 43 471 129 728  
Operating income (loss) (43) (167) (85) (177)  
Interest expense, net 0 4 2 8  
Income tax expense (benefit) (17) 22 156 19  
Loss from discontinued operations, net of income taxes (26) (193) (263) (204)  
Depreciation, amortization and accretion 0 3 0 36  
Loss on disposal of assets and impairment charges 38 234 61 239  
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest (26) (193) (263) (204)  
Loss on extinguishment of debt and other 0 0 (20) 0  
Discontinued Operations [Member] | Operating Segments [Member] | Fuel Distribution and Marketing [Member]          
Segment Reporting Information [Line Items]          
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest 0 0 0 0  
Discontinued Operations [Member] | Operating Segments [Member] | All Other [Member]          
Segment Reporting Information [Line Items]          
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest (26) (193) (263) (204)  
Discontinued Operations [Member] | Motor Fuels [Member]          
Segment Reporting Information [Line Items]          
Revenues 0 1,280 256 2,442  
Continuing Operations [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 310 259 606 515  
Other 66 185 242 353  
Intersegment 0 0 0 0  
Revenues 4,607 2,892 8,356 5,700  
Operating Expenses 182 279 382 479  
Operating income (loss) 128 (20) 224 36  
Interest expense, net 36 54 70 112  
Income (loss) from continuing operations before income taxes 92 (74) 45 (76)  
Income tax expense (benefit) (2) (45) 29 (59)  
Income (loss) from continuing operations 94 (29) 16 (17)  
Loss from discontinued operations, net of income taxes     (263) (204)  
Depreciation, amortization and accretion 41 36 90 90  
Non-cash unit based compensation expense     6 9  
Loss on disposal of assets and impairment charges 2 92 5 94  
Payments to Acquire Property, Plant, and Equipment     32 36  
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest 94 (29) 16 (17)  
Loss on extinguishment of debt and other 0 0 109 0  
Continuing Operations [Member] | Fuel Distribution and Marketing [Member]          
Segment Reporting Information [Line Items]          
Revenues 4,350   7,489    
Continuing Operations [Member] | All Other [Member]          
Segment Reporting Information [Line Items]          
Other 51   213    
Revenues 257   867    
Continuing Operations [Member] | Operating Segments [Member] | Fuel Distribution and Marketing [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 253 129 443 280  
Other 15 12 29 24  
Intersegment 453 350 811 679  
Revenues 4,803 2,668 8,300 5,294  
Operating Expenses 128 112 247 203  
Operating income (loss) 125 17 196 77  
Interest expense, net 27 13 46 33  
Income (loss) from continuing operations before income taxes 98 4 41 44  
Income tax expense (benefit) (3) (1) (2) 0  
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest 101 5 43 44  
Loss on extinguishment of debt and other     109 0  
Continuing Operations [Member] | Operating Segments [Member] | All Other [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 57 130 163 235  
Other 51 173 213 329  
Intersegment 30 25 64 60  
Revenues 287 599 931 1,145  
Operating Expenses 54 167 135 276  
Operating income (loss) 3 (37) 28 (41)  
Interest expense, net 9 41 24 79  
Income (loss) from continuing operations before income taxes (6) (78) 4 (120)  
Income tax expense (benefit) 1 (44) 31 (59)  
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest (7) (34) (27) (61)  
Loss on extinguishment of debt and other     0 0  
Continuing Operations [Member] | Intersegment Eliminations          
Segment Reporting Information [Line Items]          
Intersegment (483) (375) (875) (739)  
Revenues (483) (375) (875) (739)  
Continuing Operations [Member] | Motor Fuels [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 227 155 432 313  
Revenues 4,507 2,685 8,058 5,303  
Continuing Operations [Member] | Motor Fuels [Member] | Operating Segments [Member] | Fuel Distribution and Marketing [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 204 102 365 225  
Revenues 4,304 2,287 7,410 4,553  
Continuing Operations [Member] | Motor Fuels [Member] | Operating Segments [Member] | All Other [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 23 53 67 88  
Revenues 203 398 648 750  
Continuing Operations [Member] | Rental and Other [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 34 22 56 44  
Revenues 34 22 56 44  
Continuing Operations [Member] | Rental and Other [Member] | Fuel Distribution and Marketing [Member]          
Segment Reporting Information [Line Items]          
Revenues 31   50    
Continuing Operations [Member] | Rental and Other [Member] | All Other [Member]          
Segment Reporting Information [Line Items]          
Revenues 3   6    
Continuing Operations [Member] | Rental and Other [Member] | Operating Segments [Member] | Fuel Distribution and Marketing [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 31 19 50 38  
Revenues 31 19 50 38  
Continuing Operations [Member] | Rental and Other [Member] | Operating Segments [Member] | All Other [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 3 3 6 6  
Revenues 3 3 6 6  
Continuing Operations [Member] | Other [Domain]          
Segment Reporting Information [Line Items]          
Gross Profit 49 82 118 158  
Continuing Operations [Member] | Other [Domain] | Operating Segments [Member] | Fuel Distribution and Marketing [Member]          
Segment Reporting Information [Line Items]          
Gross Profit 18 8 28 17  
Continuing Operations [Member] | Other [Domain] | Operating Segments [Member] | All Other [Member]          
Segment Reporting Information [Line Items]          
Gross Profit $ 31 $ 74 $ 90 $ 141  
[1] (1)Includes amounts from discontinued operations.
v3.10.0.1
Net Income per Unit (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 6 Months Ended
May 15, 2018
Feb. 14, 2018
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Earnings Per Share Basic [Line Items]            
Income (loss) from continuing operations     $ 94 $ (29) $ 16 $ (17)
Distribution to preferred units         (2)  
Net income (loss) and comprehensive income (loss)     68 (222) (247) (221)
Incentive distribution rights $ 18 $ 21 17 21 35 42
Distributions on nonvested phantom unit awards     2 1 3 3
Loss from discontinued operations, net of income taxes     $ (26) $ (193) $ (263) $ (204)
Weighted average limited partner units outstanding:            
Income (Loss) from Continuing Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted     $ 0.90 $ (0.59) $ (0.29) $ (0.70)
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted     $ (0.32) $ (1.94) $ (3.05) $ (2.07)
Common Units [Member]            
Earnings Per Share Basic [Line Items]            
Income from continuing operations allocated to limited partners     $ 75 $ (59) $ (24) $ (70)
Weighted average limited partner units outstanding:            
Common - basic (in shares)     82,494,976 99,466,424 86,104,411 99,040,383
Common - equivalents (in shares)     452,693 433,583 464,961 265,662
Common - diluted (in shares)     82,947,669 99,900,007 86,569,372 99,306,045
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax     $ 0.91 $ (0.58) $ (0.29) $ (0.70)
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic     $ (0.32) $ (1.94) $ (3.05) $ (2.07)
Series A Preferred Units [Member]            
Earnings Per Share Basic [Line Items]            
Distribution to preferred units     $ 0 $ (8) $ 2 $ (8)