Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2020	May 07, 2020
Document Information [Line Items]
Document Transition Report	false
Document Quarterly Report	true
Entity Registrant Name	SUNOCO LP
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Central Index Key	0001552275
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Entity File Number	001-35653
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false
Title of 12(b) Security	Common Units Representing Limited Partner Interests
Entity Emerging Growth Company	false
Entity Small Business	false
Trading Symbol	SUN
Security Exchange Name	NYSE
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	30-0740483
Entity Address, Address Line One	8111 Westchester Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75225
City Area Code	214
Local Phone Number	981-0700
Common Units [Member]
Document Information [Line Items]
Entity Partnership Units Outstanding		83,030,290
Common Class C [Member]
Document Information [Line Items]
Entity Partnership Units Outstanding		16,410,780

Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 31	$ 21
Accounts receivable, net	162	399
Receivables from affiliates	11	12
Inventories, net	182	419
Other current assets	83	73
Total current assets	469	924
Total property and equipment	2,170	2,134
Accumulated depreciation	(720)	(692)
Property and equipment, net	1,450	1,442
Other assets:
Finance Lease, Right-of-Use Asset	27	29
Operating lease right-of-use assets, net	537	533
Goodwill	1,555	1,555
Intangible assets	905	906
Accumulated amortization	(274)	(260)
Intangible assets, net	631	646
Other noncurrent assets	173	188
Investment in unconsolidated affiliate	135	121
Total assets	4,977	5,438
Current liabilities:
Accounts payable	162	445
Accounts payable to affiliates	27	49
Accrued expenses and other current liabilities	171	219
Operating lease current liabilities	20	20
Current maturities of long-term debt	12	11
Total current liabilities	392	744
Operating lease noncurrent liabilities	535	530
Revolving line of credit	265	162
Long-term debt, net	2,896	2,898
Advances from affiliates	139	140
Deferred Income Tax Liabilities, Net	109	109
Other noncurrent liabilities	95	97
Total liabilities	4,431	4,680
Commitments and contingencies (Note 10)
Equity:
Total equity	546	758
Total liabilities and equity	4,977	5,438
Common Units [Member]
Equity:
Total equity	546	758
Class C Units [Member]
Equity:
Total equity	$ 0	$ 0

Consolidated Balance Sheets (Parenthetical) - shares	Mar. 31, 2020	Dec. 31, 2019
Common Units [Member]
Equity:
Limited Partners' Capital Account, Units Issued	83,017,163
Limited Partners' Capital Account, Units Outstanding	83,017,163	82,985,941
Class C Units - Held by Subsidiary [Member]
Equity:
Limited Partners' Capital Account, Units Issued	16,410,780	16,410,780
Limited Partners' Capital Account, Units Outstanding	16,410,780	16,410,780

Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenues:
Revenues	$ 3,272	$ 3,692
Cost of sales and operating expenses:
Cost of sales	3,164	3,322
General and administrative	34	27
Other operating	95	84
Lease expense	14	14
Loss on disposal of assets and impairment charges	2	48
Depreciation, amortization and accretion	45	45
Total cost of sales and operating expenses	3,354	3,540
Operating income (loss)	(82)	152
Interest expense, net	(44)	(42)
Other income (expense), net	0	(3)
Equity in earnings of unconsolidated affiliate	1	0
Income (loss) before income taxes	(125)	107
Income tax expense (benefit)	3	(2)
Net income (loss) and comprehensive income (loss)	$ (128)	$ 109
Net income (loss) per common unit:
Common units - basic	$ (1.78)	$ 1.08
Common units - diluted	$ (1.78)	$ 1.07
Weighted average common units outstanding:
Common units - basic	83,013,768	82,711,188
Common units - diluted	83,013,768	83,380,167
Cash distributions per unit	$ 0.8255	$ 0.8255
Common Units [Member]
Weighted average common units outstanding:
Common units - basic	83,013,768	82,711,188
Common units - diluted	83,013,768	83,380,167
Motor Fuel Sales [Member]
Revenues:
Revenues	$ 3,166	$ 3,583
Non Motor Fuel Sales [Member]
Revenues:
Revenues	71	74
Lease Income [Member]
Revenues:
Revenues	$ 35	$ 35

Consolidated Statement of Equity $ in Millions	USD ($)
Beginning balance at Dec. 31, 2018	$ 784
Cash distribution to unitholders	(87)
Unit-based compensation	3
Partnership net income (loss)	109
Ending balance at Mar. 31, 2019	809
Beginning balance at Dec. 31, 2019	758
Cash distribution to unitholders	(88)
Unit-based compensation	4
Partnership net income (loss)	(128)
Ending balance at Mar. 31, 2020	$ 546

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Other Noncash Income (Expense)	$ 0	$ 3
Proceeds from Equity Method Investment, Distribution, Return of Capital	3	0
Cash flows from operating activities:
Net income (loss)	(128)	109
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	45	45
Amortization of deferred financing fees	2	1
Loss on disposal of assets and impairment charges	2	48
Non-cash unit-based compensation expense	4	3
Deferred income tax	(1)	13
Inventory valuation adjustment	227	(93)
Equity in earnings of unconsolidated affiliate	(1)	0
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	237	(116)
Receivables from affiliates	1	35
Inventories	10	67
Other assets	0	9
Accounts payable	(282)	74
Accounts payable to affiliates	(33)	(62)
Accrued expenses and other current liabilities	(48)	(73)
Other noncurrent liabilities	(1)	0
Net cash provided by operating activities	38	37
Cash flows from investing activities:
Capital expenditures	(41)	(26)
Proceeds from disposal of property and equipment	2	6
Net cash used in investing activities	(40)	(25)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	0	600
Payments on long-term debt	(3)	(2)
Revolver borrowings	453	693
Revolver repayments	(350)	(1,243)
Loan origination costs	0	(6)
Advances from (to) affiliates	(4)	0
Distributions to unitholders	(88)	(87)
Net cash provided by (used in) financing activities	12	(45)
Net increase (decrease) in cash and cash equivalents	10	(33)
Cash and cash equivalents at beginning of period	21	56
Cash and cash equivalents at end of period	31	23
Noncash Investing and Financing Items [Abstract]
Change in note payable to affiliate	10	0
Superior Plus Corporation [Member]
Cash flows from investing activities:
Payments to Acquire Businesses, Gross	$ 0	$ (5)

Organization and Principles of Consolidation

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Principles of Consolidation

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

We are a Delaware master limited partnership. We are managed by our general partner, Sunoco GP LLC (“General Partner”), which is owned by Energy Transfer Operating, L.P. (“ETO”), a consolidated subsidiary of Energy Transfer LP (“ET”). As of March 31, 2020, ETO and its subsidiaries owned 100% of the membership interests in our General Partner, all of our incentive distribution rights (“IDRs”) and approximately 34.3% of our common units, which constitutes a 28.6% limited partner interest in us.

The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, and our wholly‑owned subsidiaries.

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, Texas, Arkansas and New York.


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


•	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 income (loss) from operations, net income (loss) and comprehensive income (loss), the balance sheets or statements of cash flows.

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2020
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	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 interim 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, 2019 filed with the SEC on February 21, 2020. Significant Accounting Policies As of March 31, 2020, the only change in the Partnership's significant accounting policies from those described in the Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 21, 2020, was the adoption of Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, 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 $80 million and $94 million for the three months ended March 31, 2020 and 2019, 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 Adopted Accounting Pronouncement In June 2016, the Financial Accounting Standards Board issued ASU 2016-13 "Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments." ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. The Partnership adopted ASU 2016-13 on January 1, 2020. The impact of the adoption was not material; however, due to the global economic impacts of COVID-19, the Partnership recorded $16 million of current expected credit losses for the three months ended March 31, 2020.

Accounts Receivable, net

3 Months Ended

Mar. 31, 2020

Accounts Receivable, after Allowance for Credit Loss [Abstract]

Accounts Receivable, net

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Partnership maintains allowances for expected credit losses. Following the adoption of ASU 2016-13, the allowances are based on the best estimate of the amount of expected credit losses in existing accounts receivable. The Partnership determines the allowances based on historical write-off experience by industry, economic data and current expectations of future credit losses. The Partnership reviews the allowances for expected credit losses quarterly.

Accounts receivable, net, consisted of the following:



	March 31, 2020			December 31, 2019
	(in millions)
Accounts receivable, trade	$	126		$	337
Credit card receivables	14			29
Vendor receivables for rebates and branding	22			19
Other receivables	18			16
Allowance for expected credit losses	(18		)	(2		)
Accounts receivable, net	$	162		$	399

Inventories, net

3 Months Ended

Mar. 31, 2020

Inventory Disclosure [Abstract]

Inventories, net

Due to changes in fuel prices, we recorded a inventory adjustment on the value of fuel inventory of $227 million at March 31, 2020.

Inventories, net, consisted of the following:



	March 31, 2020		December 31, 2019
	(in millions)
Fuel	$	174	$	412
Other	8		7
Inventories, net	$	182	$	419

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2020

Accrued Expenses And Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

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



	March 31, 2020		December 31, 2019
	(in millions)
Wage and other employee-related accrued expenses	$	18	$	32
Accrued tax expense	27		42
Accrued insurance	27		27
Accrued interest expense	38		57
Dealer deposits	22		23
Accrued environmental expense	6		6
Other	33		32
Total	$	171	$	219

Long-Term Debt

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt consisted of the following:



	March 31, 2020		December 31, 2019
	(in millions)
Sale leaseback financing obligation	$	101	$	103
2018 Revolver	265		162
4.875% Senior Notes Due 2023	1,000		1,000
5.500% Senior Notes Due 2026	800		800
6.000% Senior Notes Due 2027	600		600
5.875% Senior Notes Due 2028	400		400
Finance leases	31		32
Total debt	3,197		3,097
Less: current maturities	12		11
Less: debt issuance costs	24		26
Long-term debt, net	$	3,161	$	3,060

Revolving Credit Agreement

The Partnership is party to an 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”). As of March 31, 2020, the balance on the 2018 Revolver was $265 million, and $8 million in standby letters of credit were outstanding. The unused availability on the 2018 Revolver at March 31, 2020 was $1.2 billion. The weighted average interest rate on the total amount outstanding at March 31, 2020 was 2.63%. The Partnership was in compliance with all financial covenants at March 31, 2020.

Fair Value of Debt

The estimated fair value of debt is calculated using Level 2 inputs. The fair value of debt as of March 31, 2020 is estimated to be approximately $2.9 billion, based on outstanding balances as of the end of the period using current interest rates for similar securities.

Other noncurrent liabilities Other noncurrent liabilities

3 Months Ended

Mar. 31, 2020

Other Noncurrent Liabilities [Abstract]

Other Liabilities Disclosure [Text Block]

Other Noncurrent Liabilities

Other noncurrent liabilities consisted of the following:



	March 31, 2020		December 31, 2019
	(in millions)
Reserve for underground storage tank removal	$	68	$	67
Accrued environmental expense, long-term	22		23
Other	5		7
Total	$	95	$	97

Related-Party Transactions

3 Months Ended

Mar. 31, 2020

Related-Party Transactions

We are party to fee-based commercial agreements with various affiliates of ETO for pipeline, terminalling and storage services. We also have agreements with subsidiaries of ETO for the purchase and sale of fuel.

On July 1, 2019, we entered into a 50% owned joint venture on the J.C. Nolan diesel fuel pipeline to West Texas. ETO operates the J.C. Nolan pipeline for the joint venture, which transports diesel fuel from Hebert, Texas to a terminal in the Midland, Texas area. Our investment in this unconsolidated joint venture was $135 million and $121 million as of March 31, 2020 and December 31, 2019, respectively. In addition, we recorded income on the unconsolidated joint venture of $1 million for the three months ended March 31, 2020.

Summary of Transactions

Significant affiliate balances and activity related to the consolidated balance sheets and consolidated statements of operations and comprehensive income (loss) are as follows:

•

Net advances from affiliates were $139 million and $140 million as of March 31, 2020 and December 31, 2019, 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 and transactions related to the diesel fuel pipeline joint venture with ETO.


•	Net accounts receivable from affiliates were $11 million and $12 million as of March 31, 2020 and December 31, 2019, respectively, which are primarily related to motor fuel sales to affiliates.


•	Net accounts payable to affiliates were $27 million and $49 million as of March 31, 2020 and December 31, 2019, respectively, which are related to operational expenses and bulk fuel purchases.


•	Motor fuel sales to affiliates were $12 million and $1 million for the three months ended March 31, 2020 and 2019, respectively.

•

Bulk fuel purchases from affiliates were $319 million and $171 million for the three months ended March 31, 2020 and 2019, respectively, which is included in cost of sales in our consolidated statements of operations and comprehensive income (loss).

Revenue (Notes)

3 Months Ended

Mar. 31, 2020

Revenue [Abstract]

Revenue from Contract with Customer [Text Block]

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:



		Three Months Ended March 31,
		2020		2019
	(in millions)
Fuel Distribution and Marketing Segment
Dealer		$	661	$	778
Distributor		1,467		1,639
Unbranded wholesale		595		650
Commission agent		316		375
Non motor fuel sales		11		19
Lease income		30		32
Total		3,080		3,493
All Other Segment
Motor fuel		127		141
Non motor fuel sales		60		55
Lease income		5		3
Total		192		199
Total revenue		$	3,272	$	3,692

Contract Balances with Customers

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 expected credit losses. The allowance for expected credit losses represents our best estimate of the probable losses associated with potential customer defaults. We estimate the expected credit losses based on historical write-off experience by industry and current expectations of future credit losses.

The balances of the Partnership’s contract assets and contract liabilities as of March 31, 2020 and December 31, 2019 are as follows:



	March 31, 2020		December 31, 2019
	(in millions)
Contract balances
Contract asset	$	128	$	117
Accounts receivable from contracts with customers	$	140	$	366
Contract liability	$	—	$	—

The amount of revenue recognized in the three months ended March 31, 2020 and 2019 that was included in the contract liability balance at the beginning of each period was $0.1 million and $0.1 million, respectively. 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 the Partnership’s performance and the customer’s payment.

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 the 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 as a reduction of revenue on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. The amount of amortization on these capitalized costs that the Partnership recognized was $5 million and $4 million for the three months ended March 31, 2020 and 2019, 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.

Commitments And Contingencies

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Commitments and Contingencies

Litigation

We have at various points and may in the future become involved in various legal proceedings arising out of our operations in the normal course of business. These proceedings would be subject to the uncertainties inherent in any litigation, and we regularly assess the need for accounting recognition or disclosure of these contingencies. We would expect to defend ourselves vigorously in all such matters. Based on currently available information, we believe it is unlikely that the outcome of known matters would have a material adverse impact on our financial condition, results of operations or cash flows.

Lessee Accounting

The Partnership leases retail stores, other property, and equipment 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. At the inception of each, we determine if the arrangement is a lease or contains an embedded lease and review the facts and circumstances of the arrangement to classify leased assets as operating or finance under Topic 842. The Partnership has elected not to record any leases with terms of 12 months or less on the balance sheet.

At this time, the majority of active leases within our portfolio are classified as operating leases under Topic 842. Operating leases are included in lease right-of-use (“ROU”) assets, operating lease current liabilities, and operating lease noncurrent liabilities in our consolidated balance sheet. Finance leases represent a small portion of the active lease agreements and are included in ROU assets and long-term debt in our consolidated balance sheet. The ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make minimum lease payments arising from the lease for the duration of the lease term.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from 1 to 20 years or greater. The exercise of lease renewal options is typically at our discretion. Additionally many leases contain early termination clauses, however early termination typically requires the agreement of both parties to the lease. At lease inception, all renewal options reasonably certain to be exercised are considered when determining the lease term. At this time, the Partnership does not have leases that include options to purchase or automatic transfer of ownership of the leased property to the Partnership. The depreciable life of leased assets and leasehold improvements are limited by the expected lease term.

To determine the present value of future minimum lease payments, we use the implicit rate when readily determinable. At this time, many of our leases do not provide an implicit rate, therefore to determine the present value of minimum lease payments we use our incremental borrowing rate based on the information available at lease commencement date. The ROU assets also include any lease payments made on or before the commencement date and exclude lease incentives.

Minimum rent payments are expensed on a straight-line basis over the term of the lease. In addition, some leases may require additional contingent or variable lease payments based on factors specific to the individual agreement. Variable lease payments we are typically responsible for include payment of real estate taxes, maintenance expenses and insurance.

The components of lease expense consisted of the following:



			Three Months Ended March 31,
Lease cost	Classification		2020			2019
		(in millions)
Operating lease cost	Lease expense		$	12		$	12
Finance lease cost
Amortization of leased assets	Depreciation, amortization, and accretion		1			—
Interest on lease liabilities	Interest expense		—			—
Short term lease cost	Lease expense		1			1
Variable lease cost	Lease expense		1			1
Sublease income	Lease income		(10		)	(10		)
Net lease cost			$	5		$	4



	March 31,
Lease Term and Discount Rate	2020		2019
Weighted-average remaining lease term (years)
Operating leases	25		25
Finance leases	5		10
Weighted-average discount rate (%)
Operating leases	6	%	6	%
Finance leases	5	%	8	%



	Three Months Ended March 31,
Other information	2020			2019
	(in millions)
Cash paid for amount included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(13	)	$	(12	)
Operating cash flows from finance leases	$	—		$	—
Financing cash flows from finance leases	$	(2	)	$	—
Leased assets obtained in exchange for new finance lease liabilities	$	—		$	—
Leased assets obtained in exchange for new operating lease liabilities	$	9		$	8

Maturities of lease liabilities as of March 31, 2020 are as follows:



Maturity of lease liabilities	Operating leases		Finance leases		Total
	(in millions)
2020 (remainder)	$	38	$	5	$	43
2021	48		7		55
2022	46		7		53
2023	45		7		52
2024	43		4		47
Thereafter	852		5		857
Total lease payment	1,072		35		1,107
Less: interest	517		4		521
Present value of lease liabilities	$	555	$	31	$	586

Lessor Accounting

The Partnership leases or subleases a portion of its real estate portfolio to third party companies as a stable source of long-term revenue. Our lessor and sublease portfolio consists mainly of operating leases with convenience store operators. At this time, most lessor agreements contain 5-year terms with renewal options to extend and early termination options based on established terms specific to the individual agreement.



		Three Months Ended March 31,
		2020		2019
	(in millions)
Fuel Distribution and Marketing lease income		$	30	$	32
All Other lease income		5		3
Total lease income		$	35	$	35

Minimum future lease payments receivable are as follows:



	March 31, 2020
	(in millions)
2020 (remainder)	$	89
2021	96
2022	62
2023	7
2024	2
Thereafter	7
Total undiscounted cash flow	$	263

Goodwill

Goodwill is tested for impairment annually or more frequently if circumstances indicate that goodwill might be impaired. During the first quarter of 2020, due to the impacts of the COVID-19 pandemic and the decline in the Partnership’s market capitalization, we determined that interim impairment testing should be performed. We performed the interim impairment tests consistent with our approach for annual impairment testing, including using similar models, inputs and assumptions. As a result of the interim impairment test, no goodwill impairment was identified for the reporting units.

Interest Expense, net

3 Months Ended

Mar. 31, 2020

Interest Income (Expense), Net [Abstract]

Interest Expense, net

Components of net interest expense were as follows:



		Three Months Ended March 31,
		2020			2019
	(in millions)
Interest expense		$	43		$	42
Amortization of deferred financing fees		2			1
Interest income		(1		)	(1		)
Interest expense, net		$	44		$	42

Income Tax Expense

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

Income Tax Expense

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

Our effective tax rate differs from the statutory rate primarily due to Partnership earnings that are not subject to U.S. federal and most state income taxes at the Partnership level. A reconciliation of income tax expense from continuing operations at the U.S. federal statutory rate of 21% to net income tax expense is as follows:



		Three Months Ended March 31,
		2020			2019
	(in millions)
Income tax expense (benefit) at statutory federal rate		$	(26	)	$	22
Partnership earnings not subject to tax		26			(26		)
State and local tax, net of federal benefit		2			2
Other		1			—
Net income tax expense (benefit)		$	3		$	(2	)

Partners' Capital

3 Months Ended

Mar. 31, 2020

Partners' Capital [Abstract]

Partners' Capital

As of March 31, 2020, ETO and its subsidiaries owned 28,463,967 common units, which constitutes 34.3% of our outstanding common units, and the public owned 54,553,196 common units. As of March 31, 2020, our consolidated subsidiaries owned all of the 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”).

Common Units

The change in our outstanding common units for the three months ended March 31, 2020 is as follows:



	Number of Units
Number of common units at December 31, 2019	82,985,941
Phantom vested units exercised	31,222
Number of common units at March 31, 2020	83,017,163

Allocation of Net Income (Loss)

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 to incentive cash distributions, which are allocated 100% to ETO.

The calculation of net income (loss) allocated to the partners is as follows (in millions):



	Three Months Ended March 31,
	2020			2019
Attributable to Common Units
Distributions	$	69		$	68
Distributions in excess of net income (loss)	(217		)	21
Limited partners' interest in net income (loss)	$	(148	)	$	89

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 declared during 2020 were as follows:



	Limited Partners
Payment Date	Per Unit Distribution		Total Cash Distribution		Distribution to IDR Holders
	(in millions, except per unit amounts)
May 19, 2020	$	0.8255	$	69	$	18
February 19, 2020	$	0.8255	$	69	$	18

Unit-Based Compensation

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement, Noncash Expense [Abstract]

Unit-Based Compensation

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



	Number of Phantom Units		Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2018	2,124,012		$	29.15
Granted	655,630		30.70
Vested	(477,256	)	30.04
Forfeited	(189,064	)	28.16
Outstanding at December 31, 2019	2,113,322		29.21
Granted	17,235		29.77
Vested	(49,361	)	34.32
Forfeited	(5,816	)	28.96
Outstanding at March 31, 2020	2,075,380		$	29.10

Segment Reporting

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Segment Reporting

Our financial statements reflect two reportable segments, Fuel Distribution and Marketing and 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 unit-based 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.

The following table presents financial information by segment for the three months ended March 31, 2020 and 2019:



	Three Months Ended March 31,
	2020											2019
	Fuel Distribution and Marketing			All Other			Intercompany Eliminations		Totals			Fuel Distribution and Marketing			All Other			Intercompany Eliminations		Totals
	(in millions)
Revenue
Motor fuel sales	$	3,039		$	127				$	3,166		$	3,442		$	141				$	3,583
Non motor fuel sales	11			60					71			19			55					74
Lease income	30			5					35			32			3					35
Intersegment sales	293			—			(293	)	—			364			32			(396	)	—
Total revenue	3,373			192			(293	)	3,272			3,857			231			(396	)	3,692
Gross profit (1)
Motor fuel	(6		)	27					21			258			27					285
Non motor fuel	11			41					52			17			33					50
Lease	30			5					35			32			3					35
Total gross profit	35			73					108			307			63					370
Total operating expenses	155			35					190			135			83					218
Operating income (loss)	(120		)	38					(82		)	172			(20		)			152
Interest expense, net	(38		)	(6		)			(44		)	(36		)	(6		)			(42		)
Other income (expense), net	—			—					—			3			(6		)			(3		)
Equity in earnings of unconsolidated affiliate	1			—					1			—			—					—
Income (loss) from operations before income taxes	(157		)	32					(125		)	139			(32		)			107
Income tax expense (benefit)	—			3					3			2			(4		)			(2		)
Net income (loss) and comprehensive income (loss)	$	(157	)	$	29				$	(128	)	$	137		$	(28	)			$	109
Depreciation, amortization and accretion	37			8					45			34			11					45
Interest expense, net	38			6					44			36			6					42
Income tax expense (benefit)	—			3					3			2			(4		)			(2		)
Non-cash unit-based compensation expense	4			—					4			3			—					3
Loss on disposal of assets and impairment charges	—			2					2			4			44					48
Unrealized loss (gain) on commodity derivatives	6			—					6			(6		)	—					(6		)
Inventory adjustments	226			1					227			(93		)	—					(93		)
Equity in earnings of unconsolidated affiliate	(1		)	—					(1		)	—			—					—
Adjusted EBITDA related to unconsolidated affiliate	2			—					2			—			—					—
Other non-cash adjustments	5			—					5			1			6					7
Adjusted EBITDA	$	160		$	49				$	209		$	118		$	35				$	153
Capital expenditures	$	25		$	16				$	41		$	20		$	6				$	26
Total assets as of March 31, 2020 and December 31, 2019, respectively	$	3,784		$	1,193				$	4,977		$	4,189		$	1,249				$	5,438

________________________________

(1)

Excludes depreciation, amortization and accretion.

Net Income per Unit

3 Months Ended

Mar. 31, 2020

Net Income Per Unit [Abstract]

Net Income per Unit

Net Income (Loss) per Common Unit

A reconciliation of the numerators and denominators of the basic and diluted net income (loss) per common unit computations is as follows:



		Three Months Ended March 31,
		2020			2019
	(in millions, except units and per unit amounts)
Net income (loss) and comprehensive income (loss)		$	(128	)	$	109
Less:
Incentive distribution rights		18			18
Distributions on nonvested phantom unit awards		2			2
Limited partners’ interest in net income (loss)		$	(148	)	$	89
Weighted average common units outstanding:
Common - basic		83,013,768			82,711,188
Common - equivalents (1)		—			668,979
Common - diluted		83,013,768			83,380,167
Net income (loss) per common unit:
Common - basic		$	(1.78	)	$	1.08
Common - diluted		$	(1.78	)	$	1.07

________________________________

(1) For the three months ended March 31, 2020, common unit equivalents are excluded from the calculation of diluted weighted average common units outstanding, because the impact would have been antidilutive

Organization and Principles of Consolidation Organization and Principles of Consolidation (Policies)	3 Months Ended
	Mar. 31, 2020
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 income (loss) from operations, net income (loss) and comprehensive income (loss), the balance sheets or statements of cash flows.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2020
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	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 interim 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, 2019 filed with the SEC on February 21, 2020.
Recently Issued Accounting Pronouncements	Significant Accounting Policies As of March 31, 2020, the only change in the Partnership's significant accounting policies from those described in the Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 21, 2020, was the adoption of Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments, described below under Recently Adopted Accounting Pronouncement.
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 $80 million and $94 million for the three months ended March 31, 2020 and 2019, 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).
Credit Loss, Financial Instrument [Policy Text Block]	Recently Adopted Accounting Pronouncement In June 2016, the Financial Accounting Standards Board issued ASU 2016-13 "Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments." ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. The Partnership adopted ASU 2016-13 on January 1, 2020. The impact of the adoption was not material; however, due to the global economic impacts of COVID-19, the Partnership recorded $16 million of current expected credit losses for the three months ended March 31, 2020.

Revenue Revenue (Policies)	3 Months Ended
Revenue Revenue (Policies)	Mar. 31, 2020
Revenue [Abstract]
Revenue from Contract with Customer [Policy Text Block]	Contract Balances with Customers 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 expected credit losses. The allowance for expected credit losses represents our best estimate of the probable losses associated with potential customer defaults.

Partners' Capital Partners' Capital (Policies)	3 Months Ended
Partners' Capital Partners' Capital (Policies)	Mar. 31, 2020
Partners' Capital [Abstract]
Allocation of net income [Policy Text Block]	Allocation of Net Income (Loss) 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 to incentive cash distributions, which are allocated 100% to ETO.

Accounts Receivable, net (Tables)

3 Months Ended

Mar. 31, 2020

Accounts Receivable, after Allowance for Credit Loss [Abstract]

Schedule of Accounts Receivable

Accounts receivable, net, consisted of the following:



	March 31, 2020			December 31, 2019
	(in millions)
Accounts receivable, trade	$	126		$	337
Credit card receivables	14			29
Vendor receivables for rebates and branding	22			19
Other receivables	18			16
Allowance for expected credit losses	(18		)	(2		)
Accounts receivable, net	$	162		$	399

Inventories, net (Tables)

3 Months Ended

Mar. 31, 2020

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories, net, consisted of the following:



	March 31, 2020		December 31, 2019
	(in millions)
Fuel	$	174	$	412
Other	8		7
Inventories, net	$	182	$	419

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2020

Accrued Expenses And Other Current Liabilities [Abstract]

Schedule of Accrued Liabilities

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



	March 31, 2020		December 31, 2019
	(in millions)
Wage and other employee-related accrued expenses	$	18	$	32
Accrued tax expense	27		42
Accrued insurance	27		27
Accrued interest expense	38		57
Dealer deposits	22		23
Accrued environmental expense	6		6
Other	33		32
Total	$	171	$	219

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:



	March 31, 2020		December 31, 2019
	(in millions)
Sale leaseback financing obligation	$	101	$	103
2018 Revolver	265		162
4.875% Senior Notes Due 2023	1,000		1,000
5.500% Senior Notes Due 2026	800		800
6.000% Senior Notes Due 2027	600		600
5.875% Senior Notes Due 2028	400		400
Finance leases	31		32
Total debt	3,197		3,097
Less: current maturities	12		11
Less: debt issuance costs	24		26
Long-term debt, net	$	3,161	$	3,060

- Definition

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

+ References

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

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 6
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 942
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-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Other noncurrent liabilities (Tables)

3 Months Ended

Mar. 31, 2020

Change of asset retirement obligations [Abstract]

Other Noncurrent Liabilities [Table Text Block]



	March 31, 2020		December 31, 2019
	(in millions)
Reserve for underground storage tank removal	$	68	$	67
Accrued environmental expense, long-term	22		23
Other	5		7
Total	$	95	$	97

Revenue (Tables)

3 Months Ended

Mar. 31, 2020

Revenue [Abstract]

Disaggregation of Revenue [Table Text Block]

The following table depicts the disaggregation of revenue by channel within each segment:



		Three Months Ended March 31,
		2020		2019
	(in millions)
Fuel Distribution and Marketing Segment
Dealer		$	661	$	778
Distributor		1,467		1,639
Unbranded wholesale		595		650
Commission agent		316		375
Non motor fuel sales		11		19
Lease income		30		32
Total		3,080		3,493
All Other Segment
Motor fuel		127		141
Non motor fuel sales		60		55
Lease income		5		3
Total		192		199
Total revenue		$	3,272	$	3,692

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

The balances of the Partnership’s contract assets and contract liabilities as of March 31, 2020 and December 31, 2019 are as follows:



	March 31, 2020		December 31, 2019
	(in millions)
Contract balances
Contract asset	$	128	$	117
Accounts receivable from contracts with customers	$	140	$	366
Contract liability	$	—	$	—

The amount of revenue recognized in the three months ended March 31, 2020 and 2019 that was included in the contract liability balance at the beginning of each period was $0.1 million and $0.1 million, respectively. 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 the Partnership’s performance and the customer’s payment.

Commitments And Contingencies (Tables)

3 Months Ended

Mar. 31, 2020

Leases [Abstract]

Lease, Cost [Table Text Block]

The components of lease expense consisted of the following:



			Three Months Ended March 31,
Lease cost	Classification		2020			2019
		(in millions)
Operating lease cost	Lease expense		$	12		$	12
Finance lease cost
Amortization of leased assets	Depreciation, amortization, and accretion		1			—
Interest on lease liabilities	Interest expense		—			—
Short term lease cost	Lease expense		1			1
Variable lease cost	Lease expense		1			1
Sublease income	Lease income		(10		)	(10		)
Net lease cost			$	5		$	4



	March 31,
Lease Term and Discount Rate	2020		2019
Weighted-average remaining lease term (years)
Operating leases	25		25
Finance leases	5		10
Weighted-average discount rate (%)
Operating leases	6	%	6	%
Finance leases	5	%	8	%



	Three Months Ended March 31,
Other information	2020			2019
	(in millions)
Cash paid for amount included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(13	)	$	(12	)
Operating cash flows from finance leases	$	—		$	—
Financing cash flows from finance leases	$	(2	)	$	—
Leased assets obtained in exchange for new finance lease liabilities	$	—		$	—
Leased assets obtained in exchange for new operating lease liabilities	$	9		$	8

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

Maturities of lease liabilities as of March 31, 2020 are as follows:



Maturity of lease liabilities	Operating leases		Finance leases		Total
	(in millions)
2020 (remainder)	$	38	$	5	$	43
2021	48		7		55
2022	46		7		53
2023	45		7		52
2024	43		4		47
Thereafter	852		5		857
Total lease payment	1,072		35		1,107
Less: interest	517		4		521
Present value of lease liabilities	$	555	$	31	$	586

Operating Lease, Lease Income [Table Text Block]

The Partnership leases or subleases a portion of its real estate portfolio to third party companies as a stable source of long-term revenue. Our lessor and sublease portfolio consists mainly of operating leases with convenience store operators. At this time, most lessor agreements contain 5-year terms with renewal options to extend and early termination options based on established terms specific to the individual agreement.



		Three Months Ended March 31,
		2020		2019
	(in millions)
Fuel Distribution and Marketing lease income		$	30	$	32
All Other lease income		5		3
Total lease income		$	35	$	35

Lessor, Operating Lease, Payments to be Received, Maturity [Table Text Block]

Minimum future lease payments receivable are as follows:



	March 31, 2020
	(in millions)
2020 (remainder)	$	89
2021	96
2022	62
2023	7
2024	2
Thereafter	7
Total undiscounted cash flow	$	263

Goodwill

Goodwill is tested for impairment annually or more frequently if circumstances indicate that goodwill might be impaired. During the first quarter of 2020, due to the impacts of the COVID-19 pandemic and the decline in the Partnership’s market capitalization, we determined that interim impairment testing should be performed. We performed the interim impairment tests consistent with our approach for annual impairment testing, including using similar models, inputs and assumptions. As a result of the interim impairment test, no goodwill impairment was identified for the reporting units.

Interest Expense, net (Tables)

3 Months Ended

Mar. 31, 2020

Interest Income (Expense), Net [Abstract]

Schedule of Interest Expense Net

Components of net interest expense were as follows:



		Three Months Ended March 31,
		2020			2019
	(in millions)
Interest expense		$	43		$	42
Amortization of deferred financing fees		2			1
Interest income		(1		)	(1		)
Interest expense, net		$	44		$	42

Income Tax Expense (Tables)

3 Months Ended

Mar. 31, 2020

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 of 21% to net income tax expense is as follows:



		Three Months Ended March 31,
		2020			2019
	(in millions)
Income tax expense (benefit) at statutory federal rate		$	(26	)	$	22
Partnership earnings not subject to tax		26			(26		)
State and local tax, net of federal benefit		2			2
Other		1			—
Net income tax expense (benefit)		$	3		$	(2	)

Partners' Capital (Tables)

3 Months Ended

Mar. 31, 2020

Partners' Capital [Abstract]

Schedule of Common Units

The change in our outstanding common units for the three months ended March 31, 2020 is as follows:



	Number of Units
Number of common units at December 31, 2019	82,985,941
Phantom vested units exercised	31,222
Number of common units at March 31, 2020	83,017,163

Schedule of Net Income Allocation By Partners

The calculation of net income (loss) allocated to the partners is as follows (in millions):



	Three Months Ended March 31,
	2020			2019
Attributable to Common Units
Distributions	$	69		$	68
Distributions in excess of net income (loss)	(217		)	21
Limited partners' interest in net income (loss)	$	(148	)	$	89

Distributions Made to Limited Partner, by Distribution

Cash distributions paid or declared during 2020 were as follows:



	Limited Partners
Payment Date	Per Unit Distribution		Total Cash Distribution		Distribution to IDR Holders
	(in millions, except per unit amounts)
May 19, 2020	$	0.8255	$	69	$	18
February 19, 2020	$	0.8255	$	69	$	18

Unit-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement, Noncash Expense [Abstract]

Schedule of Nonvested Share Activity

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



	Number of Phantom Units		Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2018	2,124,012		$	29.15
Granted	655,630		30.70
Vested	(477,256	)	30.04
Forfeited	(189,064	)	28.16
Outstanding at December 31, 2019	2,113,322		29.21
Granted	17,235		29.77
Vested	(49,361	)	34.32
Forfeited	(5,816	)	28.96
Outstanding at March 31, 2020	2,075,380		$	29.10

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

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



	Three Months Ended March 31,
	2020											2019
	Fuel Distribution and Marketing			All Other			Intercompany Eliminations		Totals			Fuel Distribution and Marketing			All Other			Intercompany Eliminations		Totals
	(in millions)
Revenue
Motor fuel sales	$	3,039		$	127				$	3,166		$	3,442		$	141				$	3,583
Non motor fuel sales	11			60					71			19			55					74
Lease income	30			5					35			32			3					35
Intersegment sales	293			—			(293	)	—			364			32			(396	)	—
Total revenue	3,373			192			(293	)	3,272			3,857			231			(396	)	3,692
Gross profit (1)
Motor fuel	(6		)	27					21			258			27					285
Non motor fuel	11			41					52			17			33					50
Lease	30			5					35			32			3					35
Total gross profit	35			73					108			307			63					370
Total operating expenses	155			35					190			135			83					218
Operating income (loss)	(120		)	38					(82		)	172			(20		)			152
Interest expense, net	(38		)	(6		)			(44		)	(36		)	(6		)			(42		)
Other income (expense), net	—			—					—			3			(6		)			(3		)
Equity in earnings of unconsolidated affiliate	1			—					1			—			—					—
Income (loss) from operations before income taxes	(157		)	32					(125		)	139			(32		)			107
Income tax expense (benefit)	—			3					3			2			(4		)			(2		)
Net income (loss) and comprehensive income (loss)	$	(157	)	$	29				$	(128	)	$	137		$	(28	)			$	109
Depreciation, amortization and accretion	37			8					45			34			11					45
Interest expense, net	38			6					44			36			6					42
Income tax expense (benefit)	—			3					3			2			(4		)			(2		)
Non-cash unit-based compensation expense	4			—					4			3			—					3
Loss on disposal of assets and impairment charges	—			2					2			4			44					48
Unrealized loss (gain) on commodity derivatives	6			—					6			(6		)	—					(6		)
Inventory adjustments	226			1					227			(93		)	—					(93		)
Equity in earnings of unconsolidated affiliate	(1		)	—					(1		)	—			—					—
Adjusted EBITDA related to unconsolidated affiliate	2			—					2			—			—					—
Other non-cash adjustments	5			—					5			1			6					7
Adjusted EBITDA	$	160		$	49				$	209		$	118		$	35				$	153
Capital expenditures	$	25		$	16				$	41		$	20		$	6				$	26
Total assets as of March 31, 2020 and December 31, 2019, respectively	$	3,784		$	1,193				$	4,977		$	4,189		$	1,249				$	5,438

________________________________

(1)

Excludes depreciation, amortization and accretion.

Net Income per Unit (Tables)

3 Months Ended

Mar. 31, 2020

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 net income (loss) per common unit computations is as follows:



		Three Months Ended March 31,
		2020			2019
	(in millions, except units and per unit amounts)
Net income (loss) and comprehensive income (loss)		$	(128	)	$	109
Less:
Incentive distribution rights		18			18
Distributions on nonvested phantom unit awards		2			2
Limited partners’ interest in net income (loss)		$	(148	)	$	89
Weighted average common units outstanding:
Common - basic		83,013,768			82,711,188
Common - equivalents (1)		—			668,979
Common - diluted		83,013,768			83,380,167
Net income (loss) per common unit:
Common - basic		$	(1.78	)	$	1.08
Common - diluted		$	(1.78	)	$	1.07

Organization and Principles of Consolidation - Additional Information (Details)	3 Months Ended
	Mar. 31, 2020 state
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of membership interest acquired	100.00%
Sunoco LLC [Member] \| Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of states in which entity operates (more than)	30
Parent Company [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of membership interest acquired	28.60%
Parent Company [Member] \| Common Units [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of membership interest acquired	34.30%

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Accounting Policies [Abstract]
Motor fuel and sales taxes	$ 80	$ 94
Accounts Receivable, Allowance for Credit Loss	$ 16

Accounts Receivable, net (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for expected credit losses	$ (18)	$ (2)
Accounts receivable, net	162	399
Trade Accounts Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	126	337
Credit Card Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	14	29
Vendor Receivables For Rebates Branding And Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	22	19
Other Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	$ 18	$ 16

Inventories, net - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)
Inventory Disclosure [Abstract]
Inventory Write-down	$ 227

Inventories, net (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Fuel	$ 174	$ 412
Other	8	7
Inventories, net	$ 182	$ 419

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Accrued Expenses And Other Current Liabilities [Abstract]
Wage and other employee-related accrued expenses	$ 18	$ 32
Taxes Payable, Current	27	42
Accrued insurance	27	27
Accrued interest expense	38	57
Deposit Liability, Current	22	23
Other	33	32
Total	171	219
Accrued Environmental Loss Contingencies, Current	$ 6	$ 6

Long-Term Debt (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Sale leaseback financing obligation	$ 101	$ 103
2018 Revolver	265	162
Finance Lease, Liability	31	32
Total debt	3,197	3,097
Less: current maturities	12	11
Less: debt issuance costs	24	26
Long-term debt, net	3,161	3,060
Two Thousand Eighteen Revolver [Member] \| Revolving Credit Agreement [Member]
Debt Instrument [Line Items]
2018 Revolver	$ 265	162
Four Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] \| Senior Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	4.85%
Senior Notes	$ 1,000	1,000
Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty Six [Member] \| Senior Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	5.50%
Senior Notes	$ 800	800
Six Percentage Senior Notes Due Two Thousand Twenty Seven [Member] \| Senior Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	6.00%
Senior Notes	$ 600	600
Five Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Eight [Member] \| Senior Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	5.875%
Senior Notes	$ 400	$ 400

Long-Term Debt (Revolving Credit Agreement) (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Revolving line of credit	$ 265	$ 162
Revolving Credit Agreement [Member] \| Two Thousand Eighteen Revolver [Member]
Debt Instrument [Line Items]
Revolving line of credit	265	$ 162
Letters of Credit Outstanding, Amount	8
Debt Instrument, Unused Borrowing Capacity, Amount	$ 1,200
Debt, Weighted Average Interest Rate	2.63%

- Definition

The carrying value as of the balance sheet date of the noncurrent portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Long-Term Debt Fair Value Measurements (Details) $ in Billions	Mar. 31, 2020 USD ($)
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block]	$ 2.9

Other noncurrent liabilities Other noncurrent liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Other Noncurrent Liabilities [Abstract]
Asset Retirement Obligation	$ 68	$ 67
Accrued environmental expense, long-term	22	23
Other	5	7
Other Liabilities, Noncurrent	$ 95	$ 97

Related-Party Transactions - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Related Party Transaction [Line Items]
Investment in unconsolidated affiliate	$ 135		$ 121
Equity in earnings of unconsolidated affiliate	1	$ 0
Advances from affiliates	139		140
Receivables from affiliates	11		12
Accounts payable to affiliates	$ 27		$ 49
JCNolan [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage	50.00%
Wholesale motor fuel sales to affiliates [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	$ 12	1
Wholesale Motor Fuel [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Purchases from Related Party	$ 319	$ 171

Revenue (Disaggregation of Revenue) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenues	$ 3,272	$ 3,692
Fuel Distribution and Marketing [Member]
Revenues	3,080	3,493
All Other [Member]
Revenues	192	199
Wholesale motor fuel sales to third parties [Member] \| Fuel Distribution and Marketing [Member]
Revenues	661	778
Distributor Revenue [Member] \| Fuel Distribution and Marketing [Member]
Revenues	1,467	1,639
Unbranded Wholesale Revenue [Member] \| Fuel Distribution and Marketing [Member]
Revenues	595	650
Commission Agent Revenue [Member] \| Fuel Distribution and Marketing [Member]
Revenues	316	375
Non Motor Fuel [Member] \| Fuel Distribution and Marketing [Member]
Revenues	11	19
Non Motor Fuel [Member] \| All Other [Member]
Revenues	60	55
Motor Fuel Sales [Member]
Revenues	3,166	3,583
Motor Fuel Sales [Member] \| All Other [Member]
Revenues	127	141
Lease Income [Member]
Revenues	35	35
Lease Income [Member] \| Fuel Distribution and Marketing [Member]
Revenues	30	32
Lease Income [Member] \| All Other [Member]
Revenues	$ 5	$ 3

Revenue (Contract Balances with Customer) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Contract Balances with Customers [Abstract]
Contract with Customer, Asset, after Allowance for Credit Loss	$ 128.0		$ 117.0
Increase (Decrease) in Accounts Receivable	(237.0)	$ 116.0
Receivables from Customers	140.0		366.0
Contract with Customer, Liability	$ 0.0		$ 0.0
Contract with Customer, Liability, Revenue Recognized		$ 0.1

Revenue (Performance Obligations) (Details) $ in Millions	3 Months Ended
Revenue (Performance Obligations) (Details) $ in Millions	Mar. 31, 2019 USD ($)
Contract with Customer, Liability, Revenue Recognized	$ 0.1

Revenue (Costs to Obtain or Fulfill a Contract) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenue from Contract with Customer [Abstract]
Capitalized Contract Cost, Amortization	$ 5	$ 4

Commitments And Contingencies (Lessee Disclosures) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	40 years
Lease, Cost [Abstract]
Operating Lease, Cost	$ 12	$ 12
Finance Lease, Right-of-Use Asset, Amortization	1	0
Interest Expense	0	0
Short-term Lease, Cost	1	1
Operating Lease, Expense	1	1
Sublease Income	(10)	(10)
Lease, Cost	$ 5	$ 4
Lease Term and Discount Rate [Abstract]
Operating Lease, Weighted Average Remaining Lease Term	25 years	25 years
Finance Lease, Weighted Average Remaining Lease Term	5 years	10 years
Cash Flow, Operating Activities, Lessee [Abstract]
Operating cash flows from operating leases	$ (13)	$ (12)
Operating cash flows from finance leases	0	0
Financing cash flows from finance leases	(2)	0
Leased assets obtained in exchange for new finance lease liabilities	0	0
Leased assets obtained in exchange for new operating lease liabilities	9	$ 8
Lessee, Operating Lease, Liability, Payment, Due, Rolling Maturity [Abstract]
Operating lease - 2020 (remainder)	38
Operating lease - 2021	48
Operating lease - 2022	46
Operating lease - 2023	45
Operating lease - Thereafter	852
Total lease payment	1,072
Less: interest	(517)
Present value of lease liabilities - operating leases	555
Finance Lease, Liability, Payment, Due, Rolling Maturity [Abstract]
Finance lease - 2020 (remainder)	5
Finance lease - 2021	7
Finance lease - 2022	7
Finance lease - 2023	7
Finance lease - 2024	4
Finance lease - Thereafter	5
Total lease payment	35
Less: interest	(4)
Present value of lease liabilities - finance leases	31		$ 32
Maturity of lease liabilities [Abstract]
2020 (remainder)	43
2021	55
2022	53
2023	52
2024	47
Thereafter	857
Total lease payment	1,107
Less: interest	(521)
Present value of lease liabilities	$ 586
Operating Lease, Weighted Average Discount Rate, Percent	6.00%	6.00%
Finance Lease, Weighted Average Discount Rate, Percent	5.00%	8.00%
Lessee, Operating Lease, Liability, Payments, Due Year Five	$ 43
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	5 years
Lessee, Operating Lease, Renewal Term	1 year
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	15 years
Lessee, Operating Lease, Renewal Term	20 years

Commitments And Contingencies (Lessor Disclosures) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Lessor Disclosure [Abstract]
Lessor, Operating Lease, Term of Contract	5 years
Revenues	$ 3,272	$ 3,692
Operating Lease, Lease Income	35	35
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
2020 (remainder)	89
2021	96
2022	62
2023	7
2024	2
Thereafter	7
Total undiscounted cash flow	263
Fuel Distribution and Marketing [Member]
Revenues	3,080	3,493
All Other [Member]
Revenues	192	199
Lease Income [Member]
Revenues	35	35
Lease Income [Member] \| Fuel Distribution and Marketing [Member]
Revenues	30	32
Lease Income [Member] \| All Other [Member]
Revenues	5	3
Lease Income [Member] \| External Revenue [Member]
Revenues	35	35
Lease Income [Member] \| External Revenue [Member] \| Fuel Distribution and Marketing [Member]
Revenues	30	32
Lease Income [Member] \| External Revenue [Member] \| All Other [Member]
Revenues	$ 5	$ 3

Interest Expense, net (Details) - USD ($) $ in Millions	3 Months Ended
Interest Expense, net (Details) - USD ($) $ in Millions	Mar. 31, 2020	Mar. 31, 2019
Interest Income (Expense), Net [Abstract]
Interest expense	$ 43	$ 42
Amortization of deferred financing fees	2	1
Interest income	1	1
Interest expense, net	$ 44	$ 42

Income Tax Expense (Details) - USD ($) $ in Millions	3 Months Ended
Income Tax Expense (Details) - USD ($) $ in Millions	Mar. 31, 2020	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income tax expense (benefit) at statutory federal rate	$ (26)	$ 22
Partnership earnings not subject to tax	26	(26)
State and local tax, net of federal benefit	2	2
Other	1	0
Net income tax expense (benefit)	$ 3	$ (2)

Partners' Capital Narrative (Details) - shares	3 Months Ended
Partners' Capital Narrative (Details) - shares	Mar. 31, 2020	Dec. 31, 2019
Schedule of Partners' Capital [Line Items]
Percentage of membership interest acquired	100.00%
Common Units
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding	54,553,196
Common Units [Member]
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding	83,017,163	82,985,941
Parent Company [Member] \| Common Units [Member]
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding	28,463,967

Partners' Capital (Details)	3 Months Ended
Partners' Capital (Details)	Mar. 31, 2020 shares
Schedule of Partners' Capital [Line Items]
Percentage of membership interest acquired	100.00%
Class C Units [Member]
Schedule of Partners' Capital [Line Items]
Units exchanged (in shares)	16,410,780
Common Units
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding	54,553,196

Partners' Capital (Schedule of Common Units) (Details) - Common Units [Member]	3 Months Ended
	Mar. 31, 2020 shares
Class of Stock [Line Items]
Phantom unit vesting (in shares)	31,222
Limited Partners' Capital Account, Units Outstanding	82,985,941

Partners' Capital (Allocations of Net Income) (Details) - Common Units [Member] - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Schedule of Partners' Capital [Line Items]
Distributions	$ 69	$ 68
Distributions in excess of income	217	(21)
Limited partners' interest in income from continuing operations	$ 148	$ (89)

Partners' Capital (Incentive Distribution Rights) (Details)	3 Months Ended
	Mar. 31, 2020 $ / 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
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] \| 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] \| 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

Partners' Capital (Cash Distributions) (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended
	May 19, 2020	Feb. 19, 2020	Mar. 31, 2020	Mar. 31, 2019
Distribution Made To Managing Member Or General Partner [Line Items]
Per Unit Distribution (in dollars per share)		$ 0.8255
Total Cash Distribution		$ 69	$ 88	$ 87
Distribution to IDR Holders		$ 18	$ 18	$ 18
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	$ 69
Distribution to IDR Holders	$ 18

Unit-Based Compensation (Phantom Common Unit Awards) (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Beginning balance (in dollars per unit)	$ 29.21	$ 29.15
Granted (in dollars per unit)	29.77	30.70
Vested (in dollars per unit)	34.32	30.04
Forfeited (in dollars per unit)	28.96	28.16
Ending balance (in dollars per unit)	$ 29.10	$ 29.21
Phantom common units [Member]
Nonvested, Number of Shares [Roll Forward]
Beginning balance (in units)	2,113,322	2,124,012
Granted (in units)	17,235	655,630
Vested (in units)	49,361	477,256
Forfeited (in units)	5,816	189,064
Ending balance (in units)	2,075,380	2,113,322

Segment Reporting - Additional Information (Details)	3 Months Ended
Segment Reporting - Additional Information (Details)	Mar. 31, 2020 segment
Segment Reporting [Abstract]
Number of Operating Segments	2

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

3 Months Ended

Mar. 31, 2020

Mar. 31, 2019

Dec. 31, 2019