Sunoco (SUN) 10-Q 9 Nov 16 2016 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 07, 2016
Document Information [Line Items]
Entity Registrant Name	SUNOCO LP
Entity Central Index Key	1,552,275
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Units [Member]
Document Information [Line Items]
Entity Partnership Units Outstanding		95,565,620
Common Class C [Member]
Document Information [Line Items]
Entity Partnership Units Outstanding		16,410,780

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 80,565	$ 72,627
Advances to affiliates	0	365,536
Accounts receivable, net	385,497	308,285
Accounts receivable from affiliates	8,790	8,074
Inventories, net	488,780	467,291
Other current assets	97,621	46,080
Total current assets	1,061,253	1,267,893
Property and equipment, net	3,322,718	3,154,826
Other assets:
Goodwill	3,236,398	3,111,262
Intangible assets, net	1,290,764	1,259,440
Other noncurrent assets	85,868	48,398
Total assets	8,997,001	8,841,819
Current liabilities:
Accounts payable	439,950	433,988
Accounts payable to affiliates	31,635	14,988
Advances from affiliates	62,716	0
Accrued expenses and other current liabilities	321,349	307,939
Current maturities of long-term debt	5,010	5,084
Total current liabilities	860,660	761,999
Revolving line of credit	958,236	450,000
Long-term debt, net	3,515,194	1,502,531
Deferred tax liability	694,995	694,383
Other noncurrent liabilities	160,675	170,169
Total liabilities	6,189,760	3,579,082
Commitments and contingencies (Note 11)
Equity:
Total partners' capital	2,807,241	3,044,448
Total equity	2,807,241	5,262,737
Total liabilities and equity	8,997,001	8,841,819
Predecessor [Member]
Equity:
Total equity	0	2,218,289
Common Units - Public [Member]
Equity:
Total partners' capital	1,745,339	1,768,890
Common Units - Affiliated [Member]
Equity:
Total partners' capital	1,061,902	1,275,558
Class A Units - Held by Subsidiary [Member]
Equity:
Total partners' capital	0	0
Class C Units - Held by Subsidiary [Member]
Equity:
Total partners' capital	$ 0	$ 0

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - shares	Sep. 30, 2016	Dec. 31, 2015
Equity:
Limited partners' capital account, units outstanding (in shares)	95,339,786	87,365,706
Common Units - Public [Member]
Equity:
Limited partners' capital account, units issued (in shares)	49,588,960	49,588,960
Limited partners' capital account, units outstanding (in shares)	49,588,960	49,588,960
Common Units - Affiliated [Member]
Equity:
Limited partners' capital account, units issued (in shares)	45,750,826	37,776,746
Limited partners' capital account, units outstanding (in shares)	45,750,826	37,776,746
Class A Units - Held by Subsidiary [Member]
Equity:
Limited partners' capital account, units issued (in shares)	0	11,018,744
Limited partners' capital account, units outstanding (in shares)	0	11,018,744
Class C Units - Held by Subsidiary [Member]
Equity:
Limited partners' capital account, units issued (in shares)	16,410,780	0
Limited partners' capital account, units outstanding (in shares)	16,410,780	0

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues
Retail motor fuel	$ 1,401,830	$ 1,580,815	$ 3,876,542	$ 4,597,670
Wholesale motor fuel sales to third parties	2,026,454	2,664,186	5,544,905	7,946,323
Wholesale motor fuel sales to affiliates	28,226	3,779	45,065	8,718
Merchandise	605,275	589,299	1,705,963	1,633,102
Rental income	22,883	20,949	67,582	61,265
Other	52,649	47,744	151,740	136,630
Total revenues	4,137,317	4,906,772	11,391,797	14,383,708
Cost of sales
Retail motor fuel	1,222,827	1,384,813	3,428,659	4,114,463
Wholesale motor fuel	1,916,511	2,591,791	5,136,083	7,623,330
Merchandise	412,983	404,179	1,160,001	1,122,970
Other	7,609	1,231	10,357	3,744
Total cost of sales	3,559,930	4,382,014	9,735,100	12,864,507
Gross profit	577,387	524,758	1,656,697	1,519,201
Operating expenses
General and administrative	82,774	61,547	201,688	167,747
Other operating	276,401	266,681	792,194	759,713
Rent	36,231	36,447	105,327	105,564
Loss on disposal of assets	203	747	2,918	894
Depreciation, amortization and accretion	77,628	65,984	234,418	202,927
Total operating expenses	473,237	431,406	1,336,545	1,236,845
Income from operations	104,150	93,352	320,152	282,356
Interest expense, net	54,289	28,517	132,565	57,692
Income before income taxes	49,861	64,835	187,587	224,664
Income tax expense	5,310	30,124	8,890	47,113
Net income and comprehensive income	44,551	34,711	178,697	177,551
Less: Net income and comprehensive income attributable to noncontrolling interest	0	852	0	2,545
Less: Preacquisition income allocated to general partner	0	6,315	0	117,728
Net income and comprehensive income attributable to partners	$ 44,551	$ 27,544	$ 178,697	$ 57,278
Common Units [Member]
Net income per limited partner unit:
Net income per limited partner unit (basic and diluted) (in dollars per share)	$ 0.24	$ 0.30	$ 1.25	$ 0.96
Weighted average limited partner units outstanding:
Weighted average limited partner units outstanding (basic) (in shares)	95,339,786	43,772,026	92,720,563	30,994,016
Weighted average limited partner units outstanding (diluted) (in shares)	95,414,444	43,772,142	92,795,221	30,994,132
Cash distribution per common unit (in shares)	$ 0.8255	$ 0.7454	$ 2.4683	$ 2.0838
Subordinated Units-Affiliated [Member]
Net income per limited partner unit:
Net income per limited partner unit (basic and diluted) (in dollars per share)	$ 0	$ 0.52	$ 0	$ 1.21
Weighted average limited partner units outstanding:
Weighted average limited partner units oustanding (basic and diluted) (in shares)	0	10,939,436	0	10,939,436
Common Units - Public [Member]
Weighted average limited partner units outstanding:
Weighted average limited partner units outstanding (basic) (in shares)	49,588,960	24,340,677	49,588,960	21,486,878
Weighted average limited partner units outstanding (diluted) (in shares)	49,663,618	24,340,793	49,663,618	21,486,994
Common Units - Affiliated [Member]
Weighted average limited partner units outstanding:
Weighted average limited partner units oustanding (basic and diluted) (in shares)	45,750,826	19,431,349	43,131,603	9,507,137

Consolidated Statement of Equit

Consolidated Statement of Equity - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands	Total	Sunoco LLC and Sunoco Retail LLC [Member]	ETP [Member]	ETE [Member]	Common Units - Public [Member]	Common Units - Affiliated [Member]	Common Units - Affiliated [Member]Sunoco LLC and Sunoco Retail LLC [Member]	Common Units - Affiliated [Member]ETP [Member]	Common Units - Affiliated [Member]ETE [Member]	Predecessor Equity [Member]
Beginning balance at Dec. 31, 2015	$ 5,262,737				$ 1,768,890	$ 1,275,558				$ 2,218,289
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Contribution		$ (2,200,000)					$ 0			(2,200,000)
Equity issued			$ 194,000	$ 60,944				$ 194,000	$ 60,944
Contribution of assets between entities under common control above historic cost	(391,820)					(373,531)				(18,289)
Cash distribution to unitholders	(285,895)				(122,666)	(163,229)
Cash distribution			$ (50,000)					$ (50,000)
Unit-based compensation	9,455				4,918	4,537
Other	29,123				(786)	29,909
Net income	178,697				94,983	83,714
Ending balance at Sep. 30, 2016	$ 2,807,241				$ 1,745,339	$ 1,061,902				$ 0

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net income	$ 178,697	$ 177,551
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	234,418	202,927
Amortization of deferred financing fees	7,608	2,291
Loss on disposal of assets	2,918	894
Non-cash unit based compensation	9,455	5,886
Deferred income tax	21,056	10,848
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	(63,366)	(69,526)
Accounts receivable from affiliates	1,946	(20,752)
Inventories, net	(7,394)	84,224
Other assets	(81,629)	(3,344)
Accounts payable	16,722	9,942
Accounts payable to affiliates	16,647	(21,520)
Accrued expenses and other current liabilities	5,556	(41,086)
Other noncurrent liabilities	(2,006)	11,252
Net cash provided by operating activities	340,628	349,587
Cash flows from investing activities:
Capital expenditures	(290,560)	(342,429)
Purchase of intangible assets	(38,608)	(41,516)
Other acquisitions, net of cash acquired	(288,957)	(58,185)
Proceeds from disposal of property and equipment	11,444	11,531
Net cash used in investing activities	(2,806,681)	(2,172,454)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	2,835,000	1,400,000
Payments on long-term debt	(799,055)	(240,388)
Revolver, borrowings	2,200,460	959,668
Revolver, repayments	(1,692,224)	(513,046)
Debt issuance costs	(30,124)	(21,437)
Advances from affiliates	230,432	214,968
Equity issued to ETE, net of issuance costs	60,944	0
Proceeds from issuance of common units, net of offering costs	0	213,139
Distributions to Parent	(50,000)	(204,182)
Other cash from financing activities, net	4,453	(14)
Distributions to unitholders	(285,895)	(64,798)
Net cash provided by financing activities	2,473,991	1,743,910
Net increase (decrease) in cash	7,938	(78,957)
Cash and cash equivalents at beginning of period	72,627	136,581
Cash and cash equivalents at end of period	80,565	57,624
Sunoco LLC and Sunoco Retail LLC [Member]
Cash flows from investing activities:
Acquisition of business	(2,200,000)	(775,000)
Susser [Member]
Cash flows from investing activities:
Acquisition of business	$ 0	$ (966,855)

Organization and Principles of

Organization and Principles of Consolidation	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Principles of Consolidation	Organization and Principles of Consolidation The Partnership was formed in June 2012 by Susser Holdings Corporation (“Susser”) and its wholly owned subsidiary, Sunoco GP LLC (formerly known as Susser Petroleum Partners GP LLC), our general partner (“General Partner”). On September 25, 2012, we completed our initial public offering (“IPO”) of 10,925,000 common units representing limited partner interests. On April 27, 2014, Susser entered into an Agreement and Plan of Merger with Energy Transfer Partners, L.P. (“ETP”) and certain other related entities, under which ETP acquired the outstanding common shares of Susser (the “ETP Merger”). The ETP Merger was completed on August 29, 2014. By acquiring Susser, ETP acquired 100% of the non-economic general partner interest and incentive distribution rights (“IDRs”) in the Partnership, which have subsequently been distributed to Energy Transfer Equity, L.P. (“ETE”). Additionally, ETP directly and indirectly acquired approximately 11.0 million common and subordinated units in the Partnership (representing approximately 50.1% of the then outstanding units). Unvested phantom units that were outstanding on April 27, 2014 vested upon completion of the ETP Merger. See Note 15 for further information. Effective October 27, 2014, the Partnership changed its name from Susser Petroleum Partners LP (NYSE: SUSP) to Sunoco LP (“SUN”, NYSE: SUN). This change aligned the Partnership's legal and marketing name with that of ETP's iconic brand, Sunoco. As used in this document, the terms “Partnership”, “SUN”, “we”, “us”, or “our” should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise. The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, our majority-owned subsidiaries, and variable interest entities (“VIE”s) in which we were the primary beneficiary (through December 23, 2015). We distribute motor fuels across more than 30 states throughout the East Coast, Midwest, and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. We are also an operator of convenience retail stores across more than 20 states, primarily in Texas, Pennsylvania, New York, Virginia, Florida, and Hawaii. On October 1, 2014, we acquired 100% of the membership interest of Mid-Atlantic Convenience Stores, LLC (“MACS”). On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco, LLC (“Sunoco LLC”). On July 31, 2015, we acquired 100% of the issued and outstanding shares of capital stock of Susser. Finally, on March 31, 2016 (effective January 1, 2016), we acquired the remaining 68.42% membership interest and 49.9% voting interest in Sunoco LLC as well as 100% of the membership interest in Sunoco Retail LLC (“Sunoco Retail”). Results of operations for the MACS, Sunoco LLC, Susser, and Sunoco Retail acquisitions, deemed transactions between entities under common control, have been included in our consolidated results of operations since September 1, 2014, the date of common control. We operate our business as two segments, which are primarily engaged in wholesale fuel distribution and retail fuel and merchandise sales, respectively. Our primary operations are conducted by the following consolidated subsidiaries: Wholesale Subsidiaries • Susser Petroleum Operating Company LLC (“SPOC”), a Delaware limited liability company, distributes motor fuel to Stripes’ retail locations, consignment locations, as well as third party customers in Louisiana, New Mexico, Oklahoma and Texas. • Sunoco Energy Services LLC, a Texas limited liability company, distributes motor fuels, propane and lubricating oils, primarily in Texas, Oklahoma, New Mexico and Kansas. • Sunoco LLC, a Delaware limited liability company, primarily distributes motor fuels in more than 26 states throughout the East Coast, Midwest and Southeast regions of the United States. • Southside Oil, LLC, a Virginia limited liability company, distributes motor fuel, primarily in Georgia, Maryland, New York, Tennessee, and Virginia. • Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands. Retail Subsidiaries • Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties. • Susser, a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, and Oklahoma through Stripes-branded convenience stores and transports motor fuel under GoPetro Transport LLC. • Sunoco Retail, a Pennsylvania limited liability company, owns and operates convenience stores that sell motor fuel and merchandise primarily in Pennsylvania, New York, and Florida. • MACS Retail LLC, a Virginia limited liability company, owns and operates convenience stores, primarily in Virginia, Maryland, and Tennessee. • Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates convenience stores on the Hawaiian Islands. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no impact on gross margin, income from operations, net income and comprehensive income, or the balance sheets or statements of cash flows.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2016
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, 2015 filed with the SEC on February 25, 2016 and on our Form 8-K filed on July 15, 2016. Significant Accounting Policies As of September 30, 2016 , there were no changes in significant accounting policies from those described in the December 31, 2015 audited consolidated financial statements. Motor Fuel and Sales Taxes Certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for wholesale direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales. For retail locations where the Partnership holds inventory, including consignment arrangements, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $306.8 million and $303.7 million for the three months ended September 30, 2016 and 2015 and $888.3 million and $878.0 million for the nine months ended September 30, 2016 and 2015 , respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income. Recently Issued Accounting Pronouncements FASB ASU No. 2016-02. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 “ Leases (Topic 842) ” which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures. FASB ASU No. 2016-15. In August 2016, the FASB issued ASU No. 2016-15 “ Statement of Cash Flows (Topic 230) ” which institutes a number of modifications to presentation and classification of certain cash receipts and cash payments in the statement of cash flows. These modifications include (a) debt prepayment or debt extinguishment costs, (b) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (c) contingent consideration payments made after a business combination, (d) proceeds received from the settlement of insurance claims, (e) proceeds from the settlement of corporate-owned life insurance policies, (f) distributions received from equity method investees, (g) beneficial interest obtained in a securitization of financial assets, (h) separately identifiable cash flows and application of the predominance principle. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated statements of cash flows and related disclosures.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2016
Business Combinations [Abstract]
Acquisitions	Acquisitions Sunoco LLC and Sunoco Retail LLC Acquisitions On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco LLC from ETP Retail Holdings, LLC (“ETP Retail”), an indirect wholly-owned subsidiary of ETP, for total consideration of approximately $775.0 million in cash (the “Sunoco Cash Consideration”) and $40.8 million in common units representing limited partner interests of the Partnership, based on the five day volume weighted average price of the Partnership’s common units as of March 20, 2015. The Sunoco Cash Consideration was financed through issuance by the Partnership and its wholly owned subsidiary, Sunoco Finance Corp. (“SUN Finance”), of 6.375% Senior Notes due 2023 on April 1, 2015. The common units issued to ETP Retail were issued and sold in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the terms of the Sunoco LLC Contribution Agreement, ETP guaranteed all of the obligations of ETP Retail. On November 15, 2015, we entered into a Contribution Agreement (the “ETP Dropdown Contribution Agreement”) with Sunoco LLC, Sunoco, Inc., ETP Retail, our General Partner and ETP. Pursuant to the terms of the ETP Dropdown Contribution Agreement, we agreed to acquire from ETP Retail, effective January 1, 2016, (a) 100% of the issued and outstanding membership interests of Sunoco Retail, an entity that was formed by Sunoco, Inc. (R&M), an indirect wholly owned subsidiary of Sunoco, Inc., prior to the closing of the ETP Dropdown Contribution Agreement, and (b) 68.42% of the issued and outstanding membership interests of Sunoco LLC (the “ETP Dropdown”). Pursuant to the terms of the ETP Dropdown Contribution Agreement, ETP agreed to guarantee all of the obligations of ETP Retail. Immediately prior to the closing of the ETP Dropdown, Sunoco Retail owned all of the retail assets previously owned by Sunoco, Inc. (R&M), the ethanol plant located in Fulton, NY, 100% of the issued and outstanding membership interests in Sunmarks, LLC, and all the retail assets previously owned by Atlantic Refining & Marketing Corp., a wholly owned subsidiary of Sunoco, Inc. Subject to the terms and conditions of the ETP Dropdown Contribution Agreement, at the closing of the ETP Dropdown, we paid to ETP Retail approximately $2.2 billion in cash on March 31, 2016, which included working capital adjustments, and issued to ETP Retail 5,710,922 common units representing limited partner interests in the Partnership (the “ETP Dropdown Unit Consideration”). The ETP Dropdown was funded with borrowings under a term loan agreement. The ETP Dropdown Unit Consideration was issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act. The acquisitions of Sunoco LLC and Sunoco Retail were accounted for as transactions between entities under common control. Specifically, the Partnership recognized the acquired assets and assumed liabilities at their respective carrying values with no goodwill created. The Partnership’s results of operations include Sunoco LLC’s and Sunoco Retail’s results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of Sunoco LLC and Sunoco Retail from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its consolidated statement of operations and comprehensive income to include $2.4 billion of Sunoco LLC revenues and $24.5 million of net income for the three months ended March 31, 2015, as well as $1.1 billion of Sunoco Retail revenues and $5.7 million of net income for the nine months ended September 30, 2015. The equity of Sunoco LLC and Sunoco Retail prior to the respective acquisitions is presented as predecessor equity in our consolidated financial statements. The following table summarizes the final recording of assets and liabilities at their respective carrying values (in thousands): Sunoco LLC Sunoco Retail Total Current assets $ 1,107,007 $ 328,928 $ 1,435,935 Property and equipment 384,100 709,793 1,093,893 Goodwill — 1,289,398 1,289,398 Intangible assets 182,477 293,928 476,405 Other noncurrent assets 2,238 — 2,238 Current liabilities (641,400 ) (146,368 ) (787,768 ) Other noncurrent liabilities (7,293 ) (339,536 ) (346,829 ) Net assets $ 1,027,129 $ 2,136,143 $ 3,163,272 Net deemed contribution (188,272 ) Cash acquired (24,276 ) Total cash consideration, net of cash acquired (1) $ 2,950,724 ________________________________ (1) Total cash consideration, net of cash acquired, includes $775.0 million paid on April 1, 2015 and $2.2 billion paid on March 31, 2016. Susser Acquisition On July 31, 2015, we acquired 100% of the issued and outstanding shares of capital stock of Susser from Heritage Holdings, Inc., a wholly owned subsidiary of ETP (“HHI”), and ETP Holdco Corporation, a wholly owned subsidiary of ETP (“ETP Holdco” and together with HHI, the “Contributors”), for total consideration of approximately $966.9 million in cash (the “Susser Cash Consideration”), subject to certain post-closing working capital adjustments, and issued to the Contributors 21,978,980 Class B Units representing limited partner interests of the Partnership (“Class B Units”) (the “Susser Acquisition”). The Class B Units were identical to the common units in all respects, except such Class B Units were not entitled to distributions payable with respect to the second quarter of 2015. The Class B Units converted, on a one-for-one basis, into common units on August 19, 2015. Pursuant to the terms of the Contribution Agreement dated as of July 14, 2015 among Susser, HHI, ETP Holdco, our General Partner, and ETP (the “Susser Contribution Agreement”), (i) Susser caused its wholly owned subsidiary to exchange its 79,308 common units for 79,308 Class A Units representing limited partner interests in the Partnership (“Class A Units”) and (ii) the 10,939,436 subordinated units held by wholly owned subsidiaries of Susser were converted into 10,939,436 Class A Units. The Class A Units were entitled to receive distributions on a pro rata basis with the common units, except that the Class A Units (a) did not share in distributions of cash to the extent such cash was derived from or attributable to any distribution received by the Partnership from PropCo, the Partnership’s indirect wholly owned subsidiary, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries and (b) were subordinated to the common units during the subordination period for the subordinated units and were not entitled to receive any distributions until holders of the common units had received the minimum quarterly distribution plus any arrearages in payment of the minimum quarterly distribution from prior quarters. In addition, the Partnership issued 79,308 common units and 10,939,436 subordinated units to the Contributors (together with the Class B Units, the “Susser Unit Consideration”) to restore the economic benefit of common units and subordinated units held by wholly owned subsidiaries of Susser that were exchanged or converted, as applicable, into Class A Units. The Susser Unit Consideration was issued and sold to the Contributors in private transactions exempt from registration under Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Susser Contribution Agreement, ETP guaranteed all then existing obligations of the Contributors. The Susser Acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized acquired assets and assumed liabilities at their respective carrying values with no additional goodwill created. The Partnership’s results of operations include Susser’s results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of Susser from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its Consolidated Statement of Operations and Comprehensive Income to include $2.6 billion of Susser revenues and $18.1 million of net income for the period from January 1, 2015 to July 31, 2015. The following table summarizes the final recording of assets and liabilities at their respective carrying values as of the date presented (in thousands): August 31, 2014 Current assets $ 217,244 Property and equipment 983,900 Goodwill 976,631 Intangible assets 541,054 Other noncurrent assets 38,216 Current liabilities (246,009 ) Other noncurrent liabilities (842,310 ) Net assets 1,668,726 Net deemed contribution (701,871 ) Cash acquired (63,801 ) Total cash consideration, net of cash acquired $ 903,054 Emerge Fuels Business Acquisition On August 31, 2016, we acquired the fuels business (the "Fuels Business") from Emerge Energy Services LP (NYSE: EMES) ("Emerge") for $171.5 million , inclusive of working capital and other adjustments, which was funded using amounts available under our revolving credit facility. The Fuels Business includes two transmix processing plants with attached refined product terminals located in the Birmingham, Alabama and greater Dallas, Texas metro areas and engages in the processing of transmix and the distribution of refined fuels. Combined, the plants can process over 10,000 barrels per day of transmix, and the associated terminals have over 800,000 barrels of storage capacity. Management, with the assistance of a third party valuation firm, determined the preliminary assessment of fair value of assets and liabilities at the date of the Fuels Business acquisition. We determined the preliminary value of goodwill by giving consideration to the following qualitative factors: • synergies created through increased fuel purchasing advantages and integration with our existing wholesale business; • strategic advantages of owning transmix processing plants and increasing our terminal capacity; and • competitors processing transmix in the geographic region. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The following table summarizes the preliminary recording of assets and liabilities at their respective carrying values as of the date presented (in thousands): August 31, 2016 Current assets $ 26,347 Property and equipment 60,044 Goodwill 78,278 Intangible assets 22,678 Other noncurrent assets 41 Current liabilities (15,875 ) Net assets 171,513 Cash acquired (172 ) Total cash consideration, net of cash acquired $ 171,341 The Fuels Business acquisition was treated as an asset purchase transaction for tax purposes. As such, any goodwill will be deductible for tax purposes. Other Acquisitions On June 22, 2016, we acquired 14 convenience stores and the wholesale fuel business in the Austin, Houston, and Waco, Texas markets from Kolkhorst Petroleum Inc. for $37.9 million plus the value of inventory on hand at closing. As part of the acquisition, we acquired 5 fee properties and 9 leased properties, all of which are company operated. The Kolkhorst acquisition also included supply contracts with dealer-owned and operated sites. This acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values on the purchase date. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The acquisition preliminarily increased goodwill by $8.7 million . On June 22, 2016, we acquired 18 convenience stores serving the upstate New York market from Valentine Stores, Inc. (“Valentine”) for $76.2 million plus the value of inventory on hand at closing. As part of the Valentine acquisition, we acquired 19 fee properties, of which 18 are company operated stores and one is a standalone Tim Hortons, one leased Tim Hortons property and three raw tracts of land in fee for future store development. This acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values on the purchase date. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The acquisition preliminarily increased goodwill by $35.2 million . On December 16, 2015, we acquired a wholesale motor fuel distribution business serving the Northeastern United States from Alta East, Inc. (“Alta East”) for approximately $57.1 million plus the value of inventory on hand at closing (the “Alta East Acquisition”). As part of the Alta East Acquisition, we acquired 24 fee and 6 leased properties operated by third party dealers or commission agents, and two non-operating surplus locations in fee. The Alta East Acquisition also included supply contracts with the dealer-owned and operated sites. The Alta East Acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values at the purchase date. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The acquisition preliminarily increased goodwill by $14.6 million . On August 10, 2015, we acquired 27 convenience stores in the Upper Rio Grande Valley from Aziz Convenience Stores, L.L.C. (“Aziz”) for $41.6 million . Management allocated the total purchase consideration to assets acquired based on their respective fair values at the purchase date. The acquisition increased goodwill by $4.3 million . Additional acquisitions by the Partnership during 2015 totaled $24.6 million in consideration paid and preliminarily increased goodwill by $10.1 million . Management is reviewing the valuations and confirming the results to determine the final purchase price allocations. As a result, material adjustments to these preliminary allocations may occur in the future.

Accounts Receivable, net

Accounts Receivable, net	9 Months Ended
	Sep. 30, 2016
Accounts Receivable, Net [Abstract]
Accounts Receivable, net	Accounts Receivable, net Accounts receivable, net, consisted of the following (in thousands): September 30, December 31, Accounts receivable, trade $ 257,714 $ 160,783 Credit card receivables 82,153 98,484 Vendor receivables for rebates, branding, and other 17,423 14,561 Other receivables 30,802 38,381 Allowance for doubtful accounts (2,595 ) (3,924 ) Accounts receivable, net $ 385,497 $ 308,285

Inventories, net

Inventories, net	9 Months Ended
	Sep. 30, 2016
Inventory Disclosure [Abstract]
Inventories, net	Inventories, net Due to changes in fuel prices, we recorded a write-down on the value of fuel inventory of $98.3 million at December 31, 2015 . Inventories consisted of the following (in thousands): September 30, December 31, Fuel-retail $ 49,712 $ 42,779 Fuel-wholesale 289,777 283,021 Fuel-consignment 4,024 3,801 Merchandise 125,010 116,694 Equipment and maintenance spare parts 11,502 13,162 Corn 5,283 4,788 Other 3,472 3,046 Inventories, net $ 488,780 $ 467,291

Property and Equipment, net

Property and Equipment, net	9 Months Ended
	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Property and Equipment, net Property and equipment, net consisted of the following (in thousands): September 30, December 31, Land $ 1,053,852 $ 1,032,017 Buildings and leasehold improvements 1,256,497 1,150,701 Equipment 1,309,587 1,214,328 Construction in progress 217,543 97,412 Total property and equipment 3,837,479 3,494,458 Less: accumulated depreciation 514,761 339,632 Property and equipment, net $ 3,322,718 $ 3,154,826

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	9 Months Ended
	Sep. 30, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets Goodwill is not amortized, but is tested annually for impairment, or more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test is performed as of the first day of the fourth quarter of the fiscal year. At September 30, 2016 and December 31, 2015 , we had $3.2 billion and $3.1 billion , respectively, of goodwill recorded in conjunction with past business combinations. The 2015 impairment analysis indicated no impairment in goodwill. During 2016, we continued our evaluation of the Emerge, Kolkhorst, Valentine, and Alta East acquisitions' purchase accounting analysis with the assistance of a third party valuation firm. As of September 30, 2016 , we evaluated potential impairment indicators. We believe no impairment events occurred during the third quarter of 2016 , and we believe the assumptions used in the analysis performed in 2015 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, 2016 through September 30, 2016 . The Partnership has indefinite-lived intangible assets recorded that are not amortized. These indefinite-lived assets consist of tradenames, contractual rights, and liquor licenses. Tradenames and liquor licenses relate to our retail segment while contractual rights relate to our wholesale segment. The Partnership has finite-lived intangible assets recorded that are amortized. The finite-lived assets consist of supply agreements, customer relations, favorable leasehold arrangements, non-competes, and loan origination costs, all of which are amortized over the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Partnership's future cash flows. Customer relations and supply agreements have a remaining weighted-average life of approximately 9 years. Favorable leasehold arrangements have a remaining weighted-average life of approximately 11 years. Non-competition agreements and other intangible assets have a remaining weighted-average life of approximately 7 years. Loan origination costs have a remaining weighted-average life of approximately 3 years. Prior to December 31, 2014, our Stripes and Laredo Taco Company tradenames were amortized over 30 years. As of January 1, 2015, management deemed the Stripes and Laredo Taco Company tradenames to be indefinite-lived assets and ceased amortization. We evaluate the estimated benefit periods and recoverability of other intangible assets when facts and circumstances indicate that the lives may not be appropriate and/or the carrying values of the assets may not be recoverable. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds estimated fair value. Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following (in thousands): September 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Indefinite-lived Tradenames $ 784,058 $ 6,508 $ 777,550 $ 784,058 $ 6,508 $ 777,550 Contractual rights 42,182 — 42,182 33,850 — 33,850 Liquor licenses 16,000 — 16,000 16,000 — 16,000 Finite-lived Customer relations including supply agreements 619,698 190,350 429,348 551,033 150,101 400,932 Favorable leasehold arrangements 21,826 5,213 16,613 22,863 1,188 21,675 Loan origination costs 9,769 3,671 6,098 9,358 2,172 7,186 Other intangibles 5,099 2,126 2,973 3,675 1,428 2,247 Intangible assets, net $ 1,498,632 $ 207,868 $ 1,290,764 $ 1,420,837 $ 161,397 $ 1,259,440

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2016
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 (in thousands): September 30, December 31, Wage and other employee-related accrued expenses $ 36,319 $ 26,019 Franchise agreement termination accrual 1,769 4,399 Accrued tax expense 93,962 102,473 Accrued insurance 20,586 32,716 Accrued environmental 6,519 7,600 Accrued interest expense 56,239 28,494 Deposits and other 105,955 106,238 Total $ 321,349 $ 307,939

Long-Term Debt

Long-Term Debt	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Long-Term Debt	Long-Term Debt Long-term debt consisted of the following (in thousands): September 30, December 31, Term Loan $ 1,243,000 $ — Sale leaseback financing obligation 118,604 121,992 2014 Revolver 958,236 450,000 6.375% Senior Notes Due 2023 800,000 800,000 5.500% Senior Notes Due 2020 600,000 600,000 6.250% Senior Notes Due 2021 800,000 — Capital lease obligation and notes payable 702 3,975 Total debt 4,520,542 1,975,967 Less: current maturities 5,010 5,084 Less: debt issuance costs 42,102 18,352 Long-term debt, net of current maturities $ 4,473,430 $ 1,952,531 Term Loan On March 31, 2016, we entered into a term loan agreement (the “Term Loan”) to finance a portion of the costs associated with the ETP Dropdown. The Term Loan provides secured financing in an aggregate principal amount of up to $2.035 billion , which we borrowed in full. The Partnership used the proceeds to fund a portion of the ETP Dropdown and to pay fees and expenses incurred in connection with the ETP Dropdown and Term Loan. Obligations under the Term Loan are secured equally and ratably with the 2014 Revolver (as defined below) by substantially all tangible and intangible assets of the Partnership and certain of our subsidiaries, subject to certain exceptions and permitted liens. Obligations under the Term Loan are guaranteed by certain of the Partnership’s subsidiaries. In addition, ETP Retail provided a limited contingent guaranty of collection with respect to the payment of the principal amount of the Term Loan. The maturity date of the Term Loan is October 1, 2019. The Partnership is not required to make any amortization payments with respect to the loans under the Term Loan. Amounts borrowed under the Term Loan bear interest at either LIBOR or base rate plus an applicable margin based on the election of the Partnership for each interest period. Until the Partnership first receives an investment grade rating, the applicable margin for LIBOR rate loans ranges from 1.500% to 2.500% and the applicable margin for base rate loans ranges from 0.500% to 1.500% , in each case based on the Partnership’s leverage ratio. The Partnership may voluntarily prepay borrowings under the Term Loan at any time without premium or penalty, subject to any applicable breakage costs for loans bearing interest at LIBOR. Under certain circumstances, the Partnership is required to repay borrowings under the Term Loan in connection with the issuance by the Partnership of certain types of indebtedness for borrowed money. The Term Loan also includes certain (i) representations and warranties, (ii) affirmative covenants, including delivery of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, payment of material taxes and other claims, maintenance of properties and insurance, access to properties and records for inspection by administrative agent and lenders, further assurances and provision of additional guarantees and collateral, (iii) negative covenants, including restrictions on the Partnership and our restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make loans, advances or investments, pay dividends, sell or otherwise transfer assets or enter into transactions with shareholders or affiliates, and (iv) events of default, in each case substantially similar to the representations and warranties, affirmative and negative covenants and events of default in the Partnership’s existing revolving credit facility. The Term Loan also requires the maintenance of a maximum funded debt to EBITDA ratio (i) as of the last day of each fiscal quarter through March 31, 2017, of 6.25 to 1.0 at any time with respect to the Partnership and (ii) as of the last day of each fiscal quarter thereafter, of 5.5 to 1.0 at any time with respect to the Partnership (subject to increases to 6.0 to 1.0 in connection with certain future specified acquisitions). During the continuance of an event of default, the lenders under the Term Loan may take a number of actions, including declaring the entire amount then outstanding under the Term Loan due and payable. 6.250% Senior Notes Due 2021 On April 7, 2016, we and certain of our wholly owned subsidiaries, including SUN Finance (together with the Partnership, the “2021 Issuers”), completed a private offering of $800.0 million 6.250% senior notes due 2021 (the “2021 Senior Notes”). The terms of the 2021 Senior Notes are governed by an indenture dated April 7, 2016, among the 2021 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2021 Guarantors”) and U.S. Bank National Association, as trustee. The 2021 Senior Notes will mature on April 15, 2021 and interest is payable semi-annually on April 15 and October 15 of each year, commencing October 15, 2016. The 2021 Senior Notes are senior obligations of the 2021 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries and certain of its future subsidiaries. The 2021 Senior Notes and guarantees are unsecured and rank equally with all of the 2021 Issuers’ and each 2021 Guarantor’s existing and future senior obligations. The 2021 Senior Notes are senior in right of payment to any of the 2021 Issuers’ and each 2021 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2021 Senior Notes and guarantees. The 2021 Senior Notes and guarantees are effectively subordinated to the 2021 Issuers’ and each 2021 Guarantor’s secured obligations, including obligations under the Partnership’s 2014 Revolver, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2021 Senior Notes. ETP Retail provided a guarantee of collection to the 2021 Issuers with respect to the payment of the principal amount of the 2021 Senior Notes. ETP Retail is not subject to any of the covenants under the 2021 Indenture. Net proceeds of approximately $789.4 million were used to repay a portion of the borrowings outstanding under our Term Loan. In connection with the issuance of the 2021 Senior Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2021 Senior Notes for an issue of registered notes with terms substantially identical to the 2021 Senior Notes on or before April 7, 2017. The exchange offer was completed on October 4, 2016. 5.500% Senior Notes Due 2020 On July 20, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2020 Issuers”), completed a private offering of $600.0 million 5.500% senior notes due 2020 (the “2020 Senior Notes”). The terms of the 2020 Senior Notes are governed by an indenture dated July 20, 2015, among the 2020 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2020 Guarantors”) and U.S. Bank National Association, as trustee (the “2020 Trustee”). The 2020 Senior Notes will mature on August 1, 2020 and interest is payable semi-annually on February 1 and August 1 of each year, commencing February 1, 2016. The 2020 Senior Notes are senior obligations of the 2020 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2020 Senior Notes and guarantees are unsecured and rank equally with all of the 2020 Issuers’ and each 2020 Guarantor’s existing and future senior obligations. The 2020 Senior Notes are senior in right of payment to any of the 2020 Issuers’ and each 2020 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2020 Senior Notes and guarantees. The 2020 Senior Notes and guarantees are effectively subordinated to the 2020 Issuers’ and each 2020 Guarantor’s secured obligations, including obligations under the Partnership’s revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2020 Senior Notes. Net proceeds of approximately $592.5 million were used to fund a portion of the Susser Cash Consideration. In connection with our issuance of the 2020 Senior Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2020 Senior Notes for an issue of registered notes with terms substantially identical to the 2020 Senior Notes on or before July 20, 2016. The exchange offer was completed on October 4, 2016 and we paid the holders of the 2020 Senior Notes an aggregate of $0.3 million in liquidated damages in the form of additional interest as a result of the delayed registration. 6.375% Senior Notes Due 2023 On April 1, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2023 Issuers”), completed a private offering of $800.0 million 6.375% senior notes due 2023 (the “2023 Senior Notes”). The terms of the 2023 Senior Notes are governed by an indenture dated April 1, 2015, among the 2023 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2023 Guarantors”) and U.S. Bank National Association, as trustee (the “2023 Trustee”). The 2023 Senior Notes will mature on April 1, 2023 and interest is payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2015. The 2023 Senior Notes are senior obligations of the 2023 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2023 Senior Notes and guarantees are unsecured and rank equally with all of the 2023 Issuers’ and each 2023 Guarantor’s existing and future senior obligations. The 2023 Senior Notes are senior in right of payment to any of the 2023 Issuers’ and each 2023 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2023 Senior Notes and guarantees. The 2023 Senior Notes and guarantees are effectively subordinated to the 2023 Issuers’ and each 2023 Guarantor’s secured obligations, including obligations under the Partnership’s revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2023 Senior Notes. ETP Retail provided a guarantee of collection to the 2023 Issuers with respect to the payment of the principal amount of the 2023 Senior Notes. ETP Retail is not subject to any of the covenants under the 2023 Indenture. Net proceeds of approximately $786.5 million were used to fund Sunoco Cash Consideration and to repay borrowings under our 2014 Revolver (as defined below). In connection with our issuance of the 2023 Senior Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2023 Senior Notes for an issue of registered notes with terms substantially identical to the 2023 Senior Notes on or before April 1, 2016. The exchange offer was completed on October 4, 2016 and we paid the holders of the 2023 Senior Notes an aggregate of $1.6 million in liquidated damages in the form of additional interest as a result of the delayed registration. Revolving Credit Agreement On September 25, 2014, we entered into a new $1.25 billion revolving credit facility (the “2014 Revolver”) with a syndicate of banks expiring September 25, 2019 (which date may be extended in accordance with the terms of the 2014 Revolver). The 2014 Revolver includes an accordion feature providing flexibility to increase the facility by an additional $250 million , subject to certain conditions. Borrowings under the 2014 Revolver were used to repay and cancel the $400 million revolving credit facility (the “2012 Revolver”) entered into in connection with the IPO. Borrowings under the 2014 Revolver bear interest at a base rate (a rate based off of the higher of (i) the Federal Funds Rate (as defined therein) plus 0.50% , (ii) Bank of America’s prime rate or (iii) one-month LIBOR (as defined therein) plus 1.00% ) or LIBOR, in each case plus an applicable margin ranging from 1.50% to 2.50% , in the case of a LIBOR loan, or from 0.50% to 1.50% , in the case of a base rate loan (determined with reference to the Partnership’s Leverage Ratio (as defined therein)). Upon the first achievement by the Partnership of an investment grade credit rating, the applicable margin will decrease to a range of 1.125% to 2.0% , in the case of a LIBOR loan, or from 0.125% to 1.00% , in the case of a base rate loan (determined with reference to the credit rating for the Partnership’s senior, unsecured, non-credit enhanced long-term debt). Interest is payable quarterly if the base rate applies, at the end of the applicable interest period if LIBOR applies and at the end of the month if daily floating LIBOR applies. In addition, the unused portion of the 2014 Revolver is subject to a commitment fee ranging from 0.250% to 0.350% , based on the Partnership’s Leverage Ratio (as defined therein). Upon the first achievement by the Partnership of an investment grade credit rating, the commitment fee will decrease to a range of 0.125% to 0.275% , based on the Partnership’s credit rating as described above. The 2014 Revolver requires the Partnership to maintain a Leverage Ratio of not more than 5.50 to 1.00. The maximum 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 an acquisition of assets, equity interests (as defined therein), operating lines or divisions by the Partnership, a subsidiary (as defined therein), an unrestricted subsidiary (as defined therein) or a joint venture for a purchase price of not less than $50 million . Effective April 8, 2015, in connection with the Sunoco LLC acquisition, we entered into a Specified Acquisition Period (as defined in the 2014 Revolver) in which our leverage ratio compliance requirements were adjusted upward. Such Specified Acquisition Period ended on August 19, 2015, and concurrently in connection with the Susser acquisition, we entered into a new Specified Acquisition Period. On December 2, 2015, in connection with the consummation of the transactions contemplated by the ETP Dropdown Contribution Agreement, we entered into an amendment to the 2014 Revolver to temporarily increase the maximum leverage ratio to 6.25 to 1.00 for the period beginning upon the closing of the ETP Dropdown through the fourth quarterly testing date following the closing of the ETP Dropdown (the “Post Dropdown Period”). Indebtedness under the 2014 Revolver is secured by a security interest in, among other things, all of the Partnership’s present and future personal property and all of the present and future personal property of its guarantors, the capital stock of its material subsidiaries (or 66% of the capital stock of material foreign subsidiaries), and any intercompany debt. Upon the first achievement by the Partnership of an investment grade credit rating, all security interests securing the 2014 Revolver will be released. On April 10, 2015, the Partnership entered into the First Amendment to Credit Agreement and Increase Agreement (the “First Amendment”) with the lenders party thereto and Bank of America, N.A. in its capacity as administrative agent and collateral agent, pursuant to which the lenders thereto severally agreed to (i) provide $250 million in aggregate incremental commitments under the 2014 Revolver and (ii) make certain amendments to the 2014 Revolver as described in the First Amendment. After giving effect to the First Amendment, the 2014 Revolver permits the Partnership to borrow up to $1.5 billion on a revolving credit basis. On December 2, 2015, the Partnership entered into the Second Amendment to the Credit Agreement (the “Second Amendment”) with the lenders party thereto and Bank of America, N.A., in its capacity as a letter of credit issuer, as swing line lender, and as administrative agent pursuant to which the lenders thereto generally agreed to, among other matters, (i) permit the incurrence of a term loan credit facility in connection with the consummation of the ETP Dropdown, (ii) permit such term loan credit facility to be secured on a pari passu basis with the indebtedness incurred under the Credit Agreement (as amended by the Amendment) pursuant to a collateral trust arrangement whereby a financial institution agrees to act as common collateral agent for all pari passu indebtedness and (iii) temporarily increase the maximum leverage ratio permitted under the 2014 Revolver (as amended by the Second Amendment) in connection with the consummation of the ETP Dropdown. On August 1, 2016, the Partnership entered into the Third Amendment to the Credit Agreement (the “Third Amendment”) with the lenders party thereto and Bank of America, N.A., in its capacity as a letter of credit issuer, as swing line lender, and as administrative agent to, among other matters, conform certain terms of the Credit Agreement to certain terms of the Partnership’s term loan credit facility dated as of March 31, 2016. As of September 30, 2016 , the balance on the 2014 Revolver was $958.2 million , and $23.6 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at September 30, 2016 was $518.2 million . The Partnership was in compliance with all financial covenants at September 30, 2016 . Sale Leaseback Financing Obligation On April 4, 2013, MACS completed a sale leaseback transaction with two separate companies for 50 of its dealer operated sites. As MACS did not meet the criteria for sale leaseback accounting, this transaction was accounted for as a financing arrangement over the course of the lease agreement. The obligations mature in varying dates through 2033, require monthly interest and principal payments, and bear interest at 5.125% . The obligation related to this transaction is included in long-term debt and the balance outstanding as of September 30, 2016 was $118.6 million . Other Debt On July 8, 2010, we entered into a mortgage note for an aggregate initial borrowing amount of $1.2 million . Pursuant to the terms of the mortgage note, we make monthly installment payments that are comprised of principal and interest through the maturity date of July 1, 2016. The balance outstanding at September 30, 2016 and December 31, 2015 was zero and $1.0 million , respectively. The mortgage note bears interest at a fixed rate of 6.0% . The mortgage note is secured by a first priority security interest in a property owned by the Partnership. In September 2013, we assumed a $3.0 million term loan as part of the acquisition of Gainesville Fuel, Inc. (now Sunoco Energy Services LLC). The balance outstanding at September 30, 2016 and December 31, 2015 was zero and $2.5 million , respectively. The term loan bears interest at a fixed rate of 4.0% .

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements We use fair value measurements to measure, among other items, purchased assets and investments, leases and derivative contracts. We also use them to assess impairment of properties, equipment, intangible assets and goodwill. 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, use of unobservable prices or inputs is used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued. ASC 820 “ Fair Value Measurements and Disclosures” prioritizes the inputs used in measuring fair value into the following hierarchy: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; Level 3 Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. The estimated fair value of debt is calculated using Level 2 inputs. The fair value of debt as of September 30, 2016 , is estimated to be approximately $4.6 billion , based on outstanding balances as of the end of the period using current interest rates for similar securities.

Commitments And Contingencies

Commitments And Contingencies	9 Months Ended
	Sep. 30, 2016
Leases [Abstract]
Commitments and Contingencies	Commitments and Contingencies Leases The Partnership leases certain convenience store and other properties under non-cancellable operating leases whose initial terms are typically 5 to 15 years, with some having a term of 40 years or more, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease. In addition, certain leases require additional contingent payments based on sales or motor fuel volumes. We typically are responsible for payment of real estate taxes, maintenance expenses and insurance. These properties are either sublet to third parties or used for our convenience store operations. Net rent expense consisted of the following (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Cash rent: Store base rent (1) (2) $ 30,682 $ 30,871 $ 87,713 $ 91,088 Equipment and other rent (3) 4,565 5,024 15,478 14,686 Total cash rent 35,247 35,895 103,191 105,774 Non-cash rent: Straight-line rent 984 805 2,136 548 Amortization of deferred gain — (253 ) — (758 ) Net rent expense $ 36,231 $ 36,447 $ 105,327 $ 105,564 ________________________________ (1) Store base rent includes sublease rental income totaling $6.2 million and $6.6 million for the three months ended September 30, 2016 and 2015 , respectively and $17.9 million and $20.5 million for the nine months ended September 30, 2016 and 2015 , respectively. (2) Store base rent includes contingent rent expense totaling $7.9 million and $9.0 million for the three months ended September 30, 2016 and 2015 , respectively, and $17.1 million and $19.0 million for the nine months ended September 30, 2016 and 2015 , respectively. (3) Equipment and other rent consists primarily of store equipment and vehicles.

Interest Expense, net

Interest Expense, net	9 Months Ended
	Sep. 30, 2016
Interest Income (Expense), Net [Abstract]
Interest Expense, net	Interest Expense, net Interest expense, net consisted of the following (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Interest expense (1) $ 53,775 $ 27,918 $ 131,905 $ 57,501 Amortization of deferred financing fees 3,608 1,089 7,608 2,291 Interest income (3,094 ) (490 ) (6,948 ) (2,100 ) Interest expense, net $ 54,289 $ 28,517 $ 132,565 $ 57,692 ________________________________ (1) Interest expense related to the VIEs was approximately $2.3 million and $7.0 million for the three and nine months ended September 30, 2015 , respectively.

Income Tax Expense

Income Tax Expense	9 Months Ended
	Sep. 30, 2016
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 at the U.S. federal statutory rate to net income tax expense is as follow (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Tax at statutory federal rate $ 17,452 $ 22,692 $ 65,656 $ 78,632 Partnership earnings not subject to tax (20,784 ) (8,688 ) (76,648 ) (47,422 ) State and local tax, net of federal benefit 576 14,395 12,772 14,818 Other 8,066 1,725 7,110 1,085 Net income tax expense $ 5,310 $ 30,124 $ 8,890 $ 47,113

Partners' Capital

Partners' Capital	9 Months Ended
	Sep. 30, 2016
Partners' Capital [Abstract]
Partners' Capital	Partners' Capital As of September 30, 2016 , ETE and ETP or their subsidiaries owned 45,750,826 common units, which constitute 40.9% of the limited partner ownership interest in us. As of September 30, 2016 , our fully consolidating subsidiaries owned 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”) and the public owned 49,588,960 common units. Common Units In connection with the closing of the Partnership’s previously announced sale (the “PIPE Transaction”) of 2,263,158 common units in a private placement to ETE, the Partnership entered into a registration rights agreement, dated as of March 31, 2016 (the “Registration Rights Agreement”), with ETE. Pursuant to the Registration Rights Agreement, the Partnership is required to file a shelf registration statement to register the common units, upon the request of the holders of a majority of the then-outstanding common units. The Partnership shall use its reasonable best efforts to file the registration statement within 45 days of any such request and cause it to be effective as soon as reasonably practicable thereafter, subject to certain exceptions. ETE owns the general partner interests and incentive distribution rights in the Partnership. Activity of our common units for the nine months ended September 30, 2016 is as follows: Number of Units Number of common units at December 31, 2015 87,365,706 Common units issued in connection with acquisitions 5,710,922 Common units issued in connection with the PIPE Transaction 2,263,158 Number of common units at September 30, 2016 95,339,786 Allocations 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 thousands, except per unit amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Attributable to Common Units Distributions (1) $ 78,889 $ 39,039 $ 235,514 $ 76,172 Distributions in excess of income (55,640 ) (24,035 ) (119,888 ) (44,349 ) Limited partners' interest in net income $ 23,249 $ 15,004 $ 115,626 $ 31,823 Attributable to Subordinated Units Distributions (1) $ — $ 8,154 $ — $ 22,796 Distributions in excess of income — (4,404 ) — (11,564 ) Limited partners' interest in net income $ — $ 3,750 $ — $ 11,232 (1) Distributions declared per unit to unitholders as of record date $ 0.8255 $ 0.7454 $ 2.4683 $ 2.0838 Class C Units On January 1, 2016, the Partnership issued an aggregate of 16,410,780 Class C Units consisting of (i) 5,242,113 Class C Units that were issued by the Partnership to Aloha as consideration for the contribution by Aloha to an indirect wholly owned subsidiary of the Partnership of all of Aloha’s assets relating to the wholesale supply of fuel and lubricants, and (ii) 11,168,667 Class C Units that were issued by the Partnership to indirect wholly owned subsidiaries of the Partnership in exchange for all of the outstanding Class A Units held by such subsidiaries. The Class C Units were valued at $38.5856 per Class C Unit (the “Class C Unit Issue Price”), based on the volume-weighted average price of the Partnership’s Common Units for the five -day trading period ending on December 31, 2015. The Class C Units were issued in private transactions exempt from registration under section 4(a)(2) of the Securities Act. Class C Units (i) are not convertible or exchangeable into Common Units or any other units of the Partnership and are non-redeemable; (ii) are entitled to receive distributions of available cash of the Partnership (other than available cash derived from or attributable to any distribution received by the Partnership from PropCo, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries), at a fixed rate equal to $0.8682 per quarter for each Class C Unit outstanding, (iii) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law, (iv) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of PropCo, or the Partnership’s ownership of any indebtedness of PropCo or any of its subsidiaries (“PropCo Items”), (v) will be allocated gross income (other than from PropCo Items) in an amount equal to the cash distributed to the holders of Class C Units and (vi) will be allocated depreciation, amortization and cost recovery deductions as if the Class C Units were Common Units and 1% of certain allocations of net termination gain (other than from PropCo Items). Pursuant to the terms described above, these distributions do not have an impact on the Partnership’s consolidated cash flows and as such, are excluded from total cash distributions and allocation of limited partners’ interest in net income. For the nine months ended September 30, 2016 , Class C distributions declared totaled $42.7 million . Incentive Distribution Rights The following table illustrates the percentage allocations of available cash from operating surplus between our common unitholders and the holder of our IDRs based on the specified target distribution levels, after the payment of distributions to Class C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount.” The percentage interests shown for our common unitholders and our IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. Effective August 21, 2015, ETE exchanged 21.0 million ETP common units, owned by ETE, the owner of ETP’s general partner interest, for 100% of the general partner interest and all of our IDRs. ETP had previously owned our IDRs since September 2014, prior to that date the IDRs were owned by Susser. Marginal percentage interest in distributions Total quarterly distribution per common unit target amount Common unitholders Holder of IDRs Minimum Quarterly Distribution $0.4375 100 % — First Target Distribution Above $0.4375 up to $0.503125 100 % — Second Target Distribution Above $0.503125 up to $0.546875 85 % 15 % Third Target Distribution Above $0.546875 up to $0.656250 75 % 25 % Thereafter Above $0.656250 50 % 50 % Cash Distributions Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common unitholders receive. The following table presents our cash distributions paid or payable during 2016 (in thousands, except for per unit distributions): Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders November 15, 2016 $ 0.8255 $ 78,889 $ 20,396 August 15, 2016 $ 0.8255 $ 78,703 $ 20,348 May 16, 2016 $ 0.8173 $ 77,921 $ 19,566 February 16, 2016 $ 0.8013 $ 70,006 $ 16,532

Unit-Based Compensation

Unit-Based Compensation	9 Months Ended
	Sep. 30, 2016
Share-based Compensation [Abstract]
Unit-Based Compensation	Unit-Based Compensation Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Phantom common units $ 2,533 $ 1,720 $ 7,881 $ 4,756 Allocated expense from ETP 484 412 1,574 1,130 Total equity-based compensation expense $ 3,017 $ 2,132 $ 9,455 $ 5,886 Phantom Common Unit Awards Prior to the ETP Merger, there were phantom unit awards issued to certain directors and employees under the Sunoco LP 2012 Long-Term Incentive Plan. The fair value of each phantom unit on the grant date was equal to the market price of our common unit on that date reduced by the present value of estimated dividends over the vesting period, since the phantom units did not receive dividends until vested. The estimated fair value of our phantom units was amortized over the vesting period using the straight-line method. Non-employee director awards vested over a one -to- three year period and employee awards vested ratably over a two -to- five year service period. Concurrent with the ETP Merger, all unvested phantom units vested and compensation cost of $0.4 million was recognized. Subsequent to the ETP Merger, phantom units were issued which also have the right to receive distributions prior to vesting. The units vest 60% after three years and 40% after five years. The fair value of these units is the market prices of our common units on the grant date, and is amortized over the five-year vesting period using the straight-line method. Unrecognized compensation cost related to our nonvested restricted phantom units totaled $27.1 million as of September 30, 2016 , which is expected to be recognized over a weighted average period of 2.74 years. The fair value of nonvested service phantom units outstanding as of September 30, 2016 totaled $45.1 million . A summary of our phantom unit award activity is as follows: Number of Phantom Common Units Weighted-Average Grant Date Fair Value Nonvested at December 31, 2014 241,235 $ 45.50 Granted 993,134 40.63 Forfeited (87,321 ) 50.71 Nonvested at December 31, 2015 1,147,048 41.19 Granted 35,040 33.61 Forfeited (84,846 ) 39.62 Nonvested at September 30, 2016 1,097,242 $ 41.07 Cash Awards In January 2015, the Partnership granted 30,710 awards that are settled in cash under the terms of the Sunoco LP Long-Term Cash Restricted Unit Plan. An additional 1,000 awards were granted in September 2015. During the nine months ended September 30, 2016 , 3,470 units were forfeited. These awards do not have the right to receive distributions prior to vesting. The awards vest 100% after three years . Unrecognized compensation cost related to our nonvested cash awards totaled $0.5 million as of September 30, 2016 , which is expected to be recognized over a weighted average period of 1.18 years. The fair value of nonvested cash awards outstanding as of September 30, 2016 totaled $1.4 million .

Segment Reporting

Segment Reporting	9 Months Ended
	Sep. 30, 2016
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting Segment information is prepared on the same basis that our Chief Operating Decision Maker (“CODM”) reviews financial information for operational decision-making purposes. We operate our business in two primary segments, wholesale and retail, both of which are included as reportable segments. No operating segments have been aggregated in identifying the two reportable segments. We allocate shared revenue and costs to each segment based on the way our CODM measures segment performance. Partnership overhead costs, interest and other expenses not directly attributable to a reportable segment are allocated based on segment gross profit. These costs were previously allocated based on segment EBITDA. We report EBITDA and Adjusted EBITDA by segment as a measure of segment performance. We define EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense. We define Adjusted EBITDA to include adjustments for non-cash compensation expense, gains and losses on disposal of assets, unrealized gains and losses on commodity derivatives and inventory fair value adjustments. Wholesale Segment Our wholesale segment purchases motor fuel primarily from independent refiners and major oil companies and supplies it to our retail segment, to independently-operated dealer stations under long-term supply agreements, and to distributers and other consumers of motor fuel. Also included in the wholesale segment are motor fuel sales to consignment locations and sales and costs related to processing transmix. We distribute motor fuels across more than 30 states throughout the East Coast and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. Sales of fuel from the wholesale segment to our retail segment are delivered at cost plus a profit margin. These amounts are reflected in intercompany eliminations of motor fuel revenue and motor fuel cost of sales. Also included in our wholesale segment is rental income from properties that we lease or sub-lease. Retail Segment Our retail segment operates branded retail convenience stores across more than 20 states throughout the East Coast and Southeast regions of the United States with a significant presence in Texas, Pennsylvania, New York, Florida, Virginia, and Hawaii. These stores offer motor fuel, merchandise, foodservice, and a variety of other services including car washes, lottery, ATM, money orders, prepaid phone cards and wireless services. The following tables present financial information by segment for the three and nine months ended September 30, 2016 and 2015 (in thousands): For the Three Months Ended September 30, 2016 2015 Wholesale Retail Intercompany Total Wholesale Retail Intercompany Total Revenues Retail motor fuel $ — $ 1,401,830 $ 1,401,830 $ — $ 1,580,815 $ 1,580,815 Wholesale motor fuel sales to third parties 2,026,454 — 2,026,454 2,664,186 — 2,664,186 Wholesale motor fuel sales to affiliates 28,226 — 28,226 3,779 — 3,779 Merchandise — 605,275 605,275 — 589,299 589,299 Rental income 19,353 3,530 22,883 11,333 9,616 20,949 Other 13,331 39,318 52,649 5,996 41,748 47,744 Intersegment 1,006,088 37,978 (1,044,066 ) — 1,183,629 34,202 (1,217,831 ) — Total revenues 3,093,452 2,087,931 (1,044,066 ) 4,137,317 3,868,923 2,255,680 (1,217,831 ) 4,906,772 Gross profit Retail motor fuel — 179,003 179,003 — 196,002 196,002 Wholesale motor fuel 138,169 — 138,169 76,174 — 76,174 Merchandise — 192,292 192,292 — 185,120 185,120 Other 26,629 41,294 67,923 16,099 51,363 67,462 Total gross profit 164,798 412,589 577,387 92,273 432,485 524,758 Total operating expenses 103,775 369,462 473,237 89,527 341,879 431,406 Income (loss) from operations 61,023 43,127 104,150 2,746 90,606 93,352 Interest expense, net 13,198 41,091 54,289 13,106 15,411 28,517 Income (loss) before income taxes 47,825 2,036 49,861 (10,360 ) 75,195 64,835 Income tax expense 507 4,803 5,310 39 30,085 30,124 Net income (loss) and comprehensive income (loss) $ 47,318 $ (2,767 ) $ 44,551 $ (10,399 ) $ 45,110 $ 34,711 Depreciation, amortization and accretion 21,819 55,809 77,628 13,571 52,413 65,984 Interest expense, net 13,198 41,091 54,289 13,106 15,411 28,517 Income tax expense 507 4,803 5,310 39 30,085 30,124 EBITDA 82,842 98,936 181,778 16,317 143,019 159,336 Non-cash compensation expense 1,516 1,501 3,017 1,697 435 2,132 Loss (gain) on disposal of assets (599 ) 802 203 921 (174 ) 747 Unrealized loss on commodity derivatives 5,689 — 5,689 735 — 735 Inventory fair value adjustments (1,581 ) (186 ) (1,767 ) 87,307 3,456 90,763 Adjusted EBITDA $ 87,867 $ 101,053 $ 188,920 $ 106,977 $ 146,736 $ 253,713 Capital expenditures $ 34,382 $ 76,286 $ 110,668 $ 17,610 $ 123,158 $ 140,768 Total assets at end of period $ 2,938,747 $ 6,058,254 $ 8,997,001 $ 2,925,842 $ 5,915,977 $ 8,841,819 For the Nine Months Ended September 30, 2016 2015 Wholesale Retail Intercompany Total Wholesale Retail Intercompany Total Revenues Retail motor fuel $ — $ 3,876,542 $ 3,876,542 $ — $ 4,597,670 $ 4,597,670 Wholesale motor fuel sales to third parties 5,544,905 — 5,544,905 7,946,323 — 7,946,323 Wholesale motor fuel sales to affiliates 45,065 — 45,065 8,718 — 8,718 Merchandise — 1,705,963 1,705,963 — 1,633,102 1,633,102 Rental income 57,210 10,372 67,582 34,327 26,938 61,265 Other 30,164 121,576 151,740 17,876 118,754 136,630 Intersegment 2,698,542 99,253 (2,797,795 ) — 3,519,958 93,907 (3,613,865 ) — Total revenues 8,375,886 5,813,706 (2,797,795 ) 11,391,797 11,527,202 6,470,371 (3,613,865 ) 14,383,708 Gross profit Retail motor fuel — 447,883 447,883 — 483,207 483,207 Wholesale motor fuel 453,887 — 453,887 331,711 — 331,711 Merchandise — 545,962 545,962 — 510,132 510,132 Other 78,974 129,991 208,965 48,588 145,563 194,151 Total gross profit 532,861 1,123,836 1,656,697 380,299 1,138,902 1,519,201 Total operating expenses 282,966 1,053,579 1,336,545 253,549 983,296 1,236,845 Income from operations 249,895 70,257 320,152 126,750 155,606 282,356 Interest expense, net 41,304 91,261 132,565 33,293 24,399 57,692 Income before income taxes 208,591 (21,004 ) 187,587 93,457 131,207 224,664 Income tax expense 1,361 7,529 8,890 898 46,215 47,113 Net income and comprehensive income $ 207,230 $ (28,533 ) $ 178,697 $ 92,559 $ 84,992 $ 177,551 Depreciation, amortization and accretion 60,427 173,991 234,418 47,821 155,106 202,927 Interest expense, net 41,304 91,261 132,565 33,293 24,399 57,692 Income tax expense 1,361 7,529 8,890 898 46,215 47,113 EBITDA 310,322 244,248 554,570 174,571 310,712 485,283 Non-cash compensation expense 4,600 4,855 9,455 3,361 2,525 5,886 Loss (gain) on disposal of assets (1,396 ) 4,314 2,918 1,069 (175 ) 894 Unrealized loss on commodity derivatives 8,534 — 8,534 2,926 — 2,926 Inventory fair value adjustments (60,920 ) (2,877 ) (63,797 ) 32,200 1,946 34,146 Adjusted EBITDA $ 261,140 $ 250,540 $ 511,680 $ 214,127 $ 315,008 $ 529,135 Capital expenditures $ 78,369 $ 212,191 $ 290,560 $ 98,283 $ 244,146 $ 342,429 Total assets at end of period $ 2,938,747 $ 6,058,254 $ 8,997,001 $ 2,925,842 $ 5,915,977 $ 8,841,819

Net Income per Unit

Net Income per Unit	9 Months Ended
	Sep. 30, 2016
Net Income Per Unit [Abstract]
Net Income per Unit	Net Income per Unit Net income per unit applicable to limited partners (including subordinated unitholders prior to the conversion of our subordinated units on November 30, 2015) is computed by dividing limited partners’ interest in net income by the weighted-average number of outstanding common and subordinated units. Our net income is allocated to 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 and subordinated units, we identify the IDRs as participating securities and use the two-class method when calculating net income per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, consisting of unvested phantom units. Basic and diluted net income per unit applicable to subordinated limited partners are the same because there are no potentially dilutive subordinated units outstanding. A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows (in thousands, except units and per unit amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Net income and comprehensive income $ 44,551 $ 34,711 $ 178,697 $ 177,551 Less: Net income and comprehensive income attributable to noncontrolling interest — 852 — 2,545 Less: Preacquisition income allocated to general partner — 6,315 — 117,728 Net income and comprehensive income attributable to partners 44,551 27,544 178,697 57,278 Less: Incentive distribution rights 20,396 8,441 60,311 13,252 Less: Distributions on nonvested phantom unit awards 906 349 2,760 971 Limited partners’ interest in net income $ 23,249 $ 18,754 $ 115,626 $ 43,055 Weighted average limited partner units outstanding: Common - basic 95,339,786 43,772,026 92,720,563 30,994,016 Common - equivalents 74,658 116 74,658 116 Common - diluted 95,414,444 43,772,142 92,795,221 30,994,132 Subordinated - basic and diluted — 10,939,436 — 10,939,436 Net income per limited partner unit: Common - basic and diluted $ 0.24 $ 0.30 $ 1.25 $ 0.96 Subordinated - basic and diluted $ — $ 0.52 $ — $ 1.21

Related-Party Transactions

Related-Party Transactions	9 Months Ended
	Sep. 30, 2016
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions Through Sunoco LLC, we are party to the following fee-based commercial agreements with various affiliates of ETP: • Philadelphia Energy Solutions Products Purchase Agreements – two related products purchase agreements, one with Philadelphia Energy Solutions Refining & Marketing (“PES”) and one with PES’s product financier Merrill Lynch Commodities; both purchase agreements contain 12 -month terms that automatically renew for consecutive 12 -month terms until either party cancels with notice. ETP Retail owns a noncontrolling interest in the parent of PES. • Sunoco Logistics Partners L.P. (“SXL”) Transportation and Terminalling Contracts – Sunoco LLC is party to various agreements with subsidiaries of SXL for pipeline, terminalling and storage services. SXL is a consolidated subsidiary of ETP. Sunoco LLC also has agreements with subsidiaries of SXL for the purchase and sale of fuel. We are party to the Susser Distribution Contract, a 10 -year agreement under which we are the exclusive distributor of motor fuel at cost (including tax and transportation costs), plus a fixed profit margin of three cents per gallon to Susser’s existing Stripes convenience stores and independently operated consignment locations. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying Consolidated Statements of Operations and Comprehensive Income. We are party to the Sunoco Distribution Contract, a 10 -year agreement under which Sunoco LLC is the exclusive wholesale distributor of motor fuel to Sunoco Retail’s convenience stores. Pursuant to the agreement, pricing is cost plus a fixed margin of four cents per gallon. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying Consolidated Statements of Operations and Comprehensive Income. In connection with the closing of our IPO on September 25, 2012, we also entered into an Omnibus Agreement with Susser (the “Omnibus Agreement”). Pursuant to the Omnibus Agreement, among other things, the Partnership received a three -year option to purchase from Susser up to 75 of Susser's new or recently constructed Stripes convenience stores at Susser's cost and lease the stores back to Susser at a specified rate for a 15 -year initial term. The Partnership is the exclusive distributor of motor fuel to such stores for a period of 10 years from the date of purchase. During 2015, we completed all 75 sale-leaseback transactions under the Omnibus Agreement. Summary of Transactions Affiliate activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income is as follows: • Net advances from affiliates was $62.7 million as of September 30, 2016 . Net advances to affiliates was $365.5 million as of December 31, 2015. Advances to and from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Sunoco, Inc. (R&M) and Sunoco Retail and Sunoco, Inc. (R&M), which are in place for purposes of cash management. During the nine months ended September 30, 2016 , approximately $175 million was used to repay a portion of the 2014 Revolver. • Accounts receivable from affiliates were $8.8 million and $8.1 million as of September 30, 2016 and December 31, 2015 , respectively, which are primarily related to motor fuel purchases from us. • Accounts payable to affiliates was $31.6 million and $15.0 million as of September 30, 2016 and December 31, 2015 , respectively, which are related to operational expenses and fuel pipeline purchases. • Wholesale motor fuel sales to affiliates of $28.2 million and $3.8 million for the three months ended September 30, 2016 and 2015 , respectively. • Wholesale motor fuel sales to affiliates of $45.1 million and $8.7 million for the nine months ended September 30, 2016 and 2015 , respectively. • Bulk fuel purchases from affiliates of $493.5 million and $549.0 million for the three months ended September 30, 2016 and 2015 , respectively, which is included in wholesale motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income. • Bulk fuel purchases from affiliates of $1.4 billion and $2.0 billion for the nine months ended September 30, 2016 and 2015 , respectively, which is included in wholesale motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On October 4, 2016, we entered into an equity distribution agreement (the “Agreement”) with RBC Capital Markets, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each a “Manager” and collectively, the “Managers”). Pursuant to the terms of the Agreement, the Partnership may sell from time to time through the Managers the Partnership’s common units representing limited partner interests having an aggregate offering price of up to $400 million (the “Common Units”). Sales of the Common Units, if any, made under the Agreement will be made by means of ordinary brokers’ transactions through the facilities of the New York Stock Exchange at market prices, or as otherwise agreed upon by the Partnership and the Managers, by means of any other existing trading market for the Partnership’s common units or to or through a market maker other than on an exchange. We have issued 225,834 units from October 4, 2016 through November 7, 2016, with total net proceeds of $6.5 million . We intend to use the net proceeds from sales pursuant to the Agreement, after deducting Managers’ commissions and the Partnership’s offering expenses, for general partnership purposes, which may include repaying or refinancing all or a portion of our outstanding indebtedness and funding capital expenditures, acquisitions or working capital. On October 12, 2016, we completed the previously announced acquisition of the convenience store, wholesale motor fuel distribution, and commercial fuels distribution business serving East Texas and Louisiana from Denny Oil Company (“Denny”) for approximately $54.6 million plus inventory on hand at closing, subject to closing adjustments. This acquisition includes six company‑owned and operated locations, six company-owned and dealer operated locations, wholesale fuel supply contracts for a network of independent dealer-owned and dealer-operated locations, and a commercial fuels business in the Eastern Texas and Louisiana markets. As part of the acquisition, we acquired 13 fee properties, which included the six company operated locations, six dealer operated locations and a bulk plant and an office facility. This transaction was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values on the purchase date. Management is in the process of evaluating the initial purchase price allocation.

Summary of Significant Accoun26

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Motor Fuel and Sales Taxes	Motor Fuel and Sales Taxes Certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for wholesale direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales. For retail locations where the Partnership holds inventory, including consignment arrangements, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $306.8 million and $303.7 million for the three months ended September 30, 2016 and 2015 and $888.3 million and $878.0 million for the nine months ended September 30, 2016 and 2015 , respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements FASB ASU No. 2016-02. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 “ Leases (Topic 842) ” which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures. FASB ASU No. 2016-15. In August 2016, the FASB issued ASU No. 2016-15 “ Statement of Cash Flows (Topic 230) ” which institutes a number of modifications to presentation and classification of certain cash receipts and cash payments in the statement of cash flows. These modifications include (a) debt prepayment or debt extinguishment costs, (b) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (c) contingent consideration payments made after a business combination, (d) proceeds received from the settlement of insurance claims, (e) proceeds from the settlement of corporate-owned life insurance policies, (f) distributions received from equity method investees, (g) beneficial interest obtained in a securitization of financial assets, (h) separately identifiable cash flows and application of the predominance principle. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated statements of cash flows and related disclosures.

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2016
Sunoco LLC and Sunoco Retail LLC [Member]
Business Acquisition [Line Items]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following table summarizes the final recording of assets and liabilities at their respective carrying values (in thousands): Sunoco LLC Sunoco Retail Total Current assets $ 1,107,007 $ 328,928 $ 1,435,935 Property and equipment 384,100 709,793 1,093,893 Goodwill — 1,289,398 1,289,398 Intangible assets 182,477 293,928 476,405 Other noncurrent assets 2,238 — 2,238 Current liabilities (641,400 ) (146,368 ) (787,768 ) Other noncurrent liabilities (7,293 ) (339,536 ) (346,829 ) Net assets $ 1,027,129 $ 2,136,143 $ 3,163,272 Net deemed contribution (188,272 ) Cash acquired (24,276 ) Total cash consideration, net of cash acquired (1) $ 2,950,724 ________________________________ (1) Total cash consideration, net of cash acquired, includes $775.0 million paid on April 1, 2015 and $2.2 billion paid on March 31, 2016.
Susser [Member]
Business Acquisition [Line Items]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following table summarizes the final recording of assets and liabilities at their respective carrying values as of the date presented (in thousands): August 31, 2014 Current assets $ 217,244 Property and equipment 983,900 Goodwill 976,631 Intangible assets 541,054 Other noncurrent assets 38,216 Current liabilities (246,009 ) Other noncurrent liabilities (842,310 ) Net assets 1,668,726 Net deemed contribution (701,871 ) Cash acquired (63,801 ) Total cash consideration, net of cash acquired $ 903,054
Emerge Energy Services LP [Member]
Business Acquisition [Line Items]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following table summarizes the preliminary recording of assets and liabilities at their respective carrying values as of the date presented (in thousands): August 31, 2016 Current assets $ 26,347 Property and equipment 60,044 Goodwill 78,278 Intangible assets 22,678 Other noncurrent assets 41 Current liabilities (15,875 ) Net assets 171,513 Cash acquired (172 ) Total cash consideration, net of cash acquired $ 171,341

Accounts Receivable, net (Table

Accounts Receivable, net (Tables)	9 Months Ended
	Sep. 30, 2016
Accounts Receivable, Net [Abstract]
Schedule of Accounts Receivable	Accounts receivable, net, consisted of the following (in thousands): September 30, December 31, Accounts receivable, trade $ 257,714 $ 160,783 Credit card receivables 82,153 98,484 Vendor receivables for rebates, branding, and other 17,423 14,561 Other receivables 30,802 38,381 Allowance for doubtful accounts (2,595 ) (3,924 ) Accounts receivable, net $ 385,497 $ 308,285

Inventories, net (Tables)

Inventories, net (Tables)	9 Months Ended
	Sep. 30, 2016
Inventory Disclosure [Abstract]
Schedule of Inventories	Inventories consisted of the following (in thousands): September 30, December 31, Fuel-retail $ 49,712 $ 42,779 Fuel-wholesale 289,777 283,021 Fuel-consignment 4,024 3,801 Merchandise 125,010 116,694 Equipment and maintenance spare parts 11,502 13,162 Corn 5,283 4,788 Other 3,472 3,046 Inventories, net $ 488,780 $ 467,291

Property And Equipment, net (Ta

Property And Equipment, net (Tables)	9 Months Ended
	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment, net consisted of the following (in thousands): September 30, December 31, Land $ 1,053,852 $ 1,032,017 Buildings and leasehold improvements 1,256,497 1,150,701 Equipment 1,309,587 1,214,328 Construction in progress 217,543 97,412 Total property and equipment 3,837,479 3,494,458 Less: accumulated depreciation 514,761 339,632 Property and equipment, net $ 3,322,718 $ 3,154,826

Goodwill and Other Intangible31

Goodwill and Other Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets	Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following (in thousands): September 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Indefinite-lived Tradenames $ 784,058 $ 6,508 $ 777,550 $ 784,058 $ 6,508 $ 777,550 Contractual rights 42,182 — 42,182 33,850 — 33,850 Liquor licenses 16,000 — 16,000 16,000 — 16,000 Finite-lived Customer relations including supply agreements 619,698 190,350 429,348 551,033 150,101 400,932 Favorable leasehold arrangements 21,826 5,213 16,613 22,863 1,188 21,675 Loan origination costs 9,769 3,671 6,098 9,358 2,172 7,186 Other intangibles 5,099 2,126 2,973 3,675 1,428 2,247 Intangible assets, net $ 1,498,632 $ 207,868 $ 1,290,764 $ 1,420,837 $ 161,397 $ 1,259,440

Accrued Expenses and Other Cu32

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2016
Accrued Expenses And Other Current Liabilities [Abstract]
Schedule of Accrued Liabilities	Current accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Wage and other employee-related accrued expenses $ 36,319 $ 26,019 Franchise agreement termination accrual 1,769 4,399 Accrued tax expense 93,962 102,473 Accrued insurance 20,586 32,716 Accrued environmental 6,519 7,600 Accrued interest expense 56,239 28,494 Deposits and other 105,955 106,238 Total $ 321,349 $ 307,939

Long-Term Debt (Tables)

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following (in thousands): September 30, December 31, Term Loan $ 1,243,000 $ — Sale leaseback financing obligation 118,604 121,992 2014 Revolver 958,236 450,000 6.375% Senior Notes Due 2023 800,000 800,000 5.500% Senior Notes Due 2020 600,000 600,000 6.250% Senior Notes Due 2021 800,000 — Capital lease obligation and notes payable 702 3,975 Total debt 4,520,542 1,975,967 Less: current maturities 5,010 5,084 Less: debt issuance costs 42,102 18,352 Long-term debt, net of current maturities $ 4,473,430 $ 1,952,531

Commitments And Contingencies (

Commitments And Contingencies (Tables)	9 Months Ended
	Sep. 30, 2016
Leases [Abstract]
Schedule of Rent Expense	Net rent expense consisted of the following (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Cash rent: Store base rent (1) (2) $ 30,682 $ 30,871 $ 87,713 $ 91,088 Equipment and other rent (3) 4,565 5,024 15,478 14,686 Total cash rent 35,247 35,895 103,191 105,774 Non-cash rent: Straight-line rent 984 805 2,136 548 Amortization of deferred gain — (253 ) — (758 ) Net rent expense $ 36,231 $ 36,447 $ 105,327 $ 105,564 ________________________________ (1) Store base rent includes sublease rental income totaling $6.2 million and $6.6 million for the three months ended September 30, 2016 and 2015 , respectively and $17.9 million and $20.5 million for the nine months ended September 30, 2016 and 2015 , respectively. (2) Store base rent includes contingent rent expense totaling $7.9 million and $9.0 million for the three months ended September 30, 2016 and 2015 , respectively, and $17.1 million and $19.0 million for the nine months ended September 30, 2016 and 2015 , respectively. (3) Equipment and other rent consists primarily of store equipment and vehicles.

Interest Expense, net (Tables)

Interest Expense, net (Tables)	9 Months Ended
	Sep. 30, 2016
Interest Income (Expense), Net [Abstract]
Schedule of Interest Expense Net	Interest expense, net consisted of the following (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Interest expense (1) $ 53,775 $ 27,918 $ 131,905 $ 57,501 Amortization of deferred financing fees 3,608 1,089 7,608 2,291 Interest income (3,094 ) (490 ) (6,948 ) (2,100 ) Interest expense, net $ 54,289 $ 28,517 $ 132,565 $ 57,692 ________________________________ (1) Interest expense related to the VIEs was approximately $2.3 million and $7.0 million for the three and nine months ended September 30, 2015 , respectively.

Income Tax Expense (Tables)

Income Tax Expense (Tables)	9 Months Ended
	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Schedule of Effective Income Tax Rate Reconciliation	A reconciliation of income tax expense at the U.S. federal statutory rate to net income tax expense is as follow (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Tax at statutory federal rate $ 17,452 $ 22,692 $ 65,656 $ 78,632 Partnership earnings not subject to tax (20,784 ) (8,688 ) (76,648 ) (47,422 ) State and local tax, net of federal benefit 576 14,395 12,772 14,818 Other 8,066 1,725 7,110 1,085 Net income tax expense $ 5,310 $ 30,124 $ 8,890 $ 47,113

Partners' Capital (Tables)

Partners' Capital (Tables)	9 Months Ended
	Sep. 30, 2016
Partners' Capital [Abstract]
Schedule of Common Units	Activity of our common units for the nine months ended September 30, 2016 is as follows: Number of Units Number of common units at December 31, 2015 87,365,706 Common units issued in connection with acquisitions 5,710,922 Common units issued in connection with the PIPE Transaction 2,263,158 Number of common units at September 30, 2016 95,339,786
Schedule of Net Income Allocation By Partners	The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Attributable to Common Units Distributions (1) $ 78,889 $ 39,039 $ 235,514 $ 76,172 Distributions in excess of income (55,640 ) (24,035 ) (119,888 ) (44,349 ) Limited partners' interest in net income $ 23,249 $ 15,004 $ 115,626 $ 31,823 Attributable to Subordinated Units Distributions (1) $ — $ 8,154 $ — $ 22,796 Distributions in excess of income — (4,404 ) — (11,564 ) Limited partners' interest in net income $ — $ 3,750 $ — $ 11,232 (1) Distributions declared per unit to unitholders as of record date $ 0.8255 $ 0.7454 $ 2.4683 $ 2.0838
Schedule of Incentive Distribution Rights to Limited Partners	Marginal percentage interest in distributions Total quarterly distribution per common unit target amount Common unitholders Holder of IDRs Minimum Quarterly Distribution $0.4375 100 % — First Target Distribution Above $0.4375 up to $0.503125 100 % — Second Target Distribution Above $0.503125 up to $0.546875 85 % 15 % Third Target Distribution Above $0.546875 up to $0.656250 75 % 25 % Thereafter Above $0.656250 50 % 50 %
Distributions Made to Limited Partner, by Distribution	The following table presents our cash distributions paid or payable during 2016 (in thousands, except for per unit distributions): Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders November 15, 2016 $ 0.8255 $ 78,889 $ 20,396 August 15, 2016 $ 0.8255 $ 78,703 $ 20,348 May 16, 2016 $ 0.8173 $ 77,921 $ 19,566 February 16, 2016 $ 0.8013 $ 70,006 $ 16,532

Unit-Based Compensation (Tables

Unit-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2016
Share-based Compensation [Abstract]
Schedule of Equity Based Compensation Expense	Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Phantom common units $ 2,533 $ 1,720 $ 7,881 $ 4,756 Allocated expense from ETP 484 412 1,574 1,130 Total equity-based compensation expense $ 3,017 $ 2,132 $ 9,455 $ 5,886
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 Nonvested at December 31, 2014 241,235 $ 45.50 Granted 993,134 40.63 Forfeited (87,321 ) 50.71 Nonvested at December 31, 2015 1,147,048 41.19 Granted 35,040 33.61 Forfeited (84,846 ) 39.62 Nonvested at September 30, 2016 1,097,242 $ 41.07

Segment Reporting (Tables)

Segment Reporting (Tables)	9 Months Ended
	Sep. 30, 2016
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment	The following tables present financial information by segment for the three and nine months ended September 30, 2016 and 2015 (in thousands): For the Three Months Ended September 30, 2016 2015 Wholesale Retail Intercompany Total Wholesale Retail Intercompany Total Revenues Retail motor fuel $ — $ 1,401,830 $ 1,401,830 $ — $ 1,580,815 $ 1,580,815 Wholesale motor fuel sales to third parties 2,026,454 — 2,026,454 2,664,186 — 2,664,186 Wholesale motor fuel sales to affiliates 28,226 — 28,226 3,779 — 3,779 Merchandise — 605,275 605,275 — 589,299 589,299 Rental income 19,353 3,530 22,883 11,333 9,616 20,949 Other 13,331 39,318 52,649 5,996 41,748 47,744 Intersegment 1,006,088 37,978 (1,044,066 ) — 1,183,629 34,202 (1,217,831 ) — Total revenues 3,093,452 2,087,931 (1,044,066 ) 4,137,317 3,868,923 2,255,680 (1,217,831 ) 4,906,772 Gross profit Retail motor fuel — 179,003 179,003 — 196,002 196,002 Wholesale motor fuel 138,169 — 138,169 76,174 — 76,174 Merchandise — 192,292 192,292 — 185,120 185,120 Other 26,629 41,294 67,923 16,099 51,363 67,462 Total gross profit 164,798 412,589 577,387 92,273 432,485 524,758 Total operating expenses 103,775 369,462 473,237 89,527 341,879 431,406 Income (loss) from operations 61,023 43,127 104,150 2,746 90,606 93,352 Interest expense, net 13,198 41,091 54,289 13,106 15,411 28,517 Income (loss) before income taxes 47,825 2,036 49,861 (10,360 ) 75,195 64,835 Income tax expense 507 4,803 5,310 39 30,085 30,124 Net income (loss) and comprehensive income (loss) $ 47,318 $ (2,767 ) $ 44,551 $ (10,399 ) $ 45,110 $ 34,711 Depreciation, amortization and accretion 21,819 55,809 77,628 13,571 52,413 65,984 Interest expense, net 13,198 41,091 54,289 13,106 15,411 28,517 Income tax expense 507 4,803 5,310 39 30,085 30,124 EBITDA 82,842 98,936 181,778 16,317 143,019 159,336 Non-cash compensation expense 1,516 1,501 3,017 1,697 435 2,132 Loss (gain) on disposal of assets (599 ) 802 203 921 (174 ) 747 Unrealized loss on commodity derivatives 5,689 — 5,689 735 — 735 Inventory fair value adjustments (1,581 ) (186 ) (1,767 ) 87,307 3,456 90,763 Adjusted EBITDA $ 87,867 $ 101,053 $ 188,920 $ 106,977 $ 146,736 $ 253,713 Capital expenditures $ 34,382 $ 76,286 $ 110,668 $ 17,610 $ 123,158 $ 140,768 Total assets at end of period $ 2,938,747 $ 6,058,254 $ 8,997,001 $ 2,925,842 $ 5,915,977 $ 8,841,819 For the Nine Months Ended September 30, 2016 2015 Wholesale Retail Intercompany Total Wholesale Retail Intercompany Total Revenues Retail motor fuel $ — $ 3,876,542 $ 3,876,542 $ — $ 4,597,670 $ 4,597,670 Wholesale motor fuel sales to third parties 5,544,905 — 5,544,905 7,946,323 — 7,946,323 Wholesale motor fuel sales to affiliates 45,065 — 45,065 8,718 — 8,718 Merchandise — 1,705,963 1,705,963 — 1,633,102 1,633,102 Rental income 57,210 10,372 67,582 34,327 26,938 61,265 Other 30,164 121,576 151,740 17,876 118,754 136,630 Intersegment 2,698,542 99,253 (2,797,795 ) — 3,519,958 93,907 (3,613,865 ) — Total revenues 8,375,886 5,813,706 (2,797,795 ) 11,391,797 11,527,202 6,470,371 (3,613,865 ) 14,383,708 Gross profit Retail motor fuel — 447,883 447,883 — 483,207 483,207 Wholesale motor fuel 453,887 — 453,887 331,711 — 331,711 Merchandise — 545,962 545,962 — 510,132 510,132 Other 78,974 129,991 208,965 48,588 145,563 194,151 Total gross profit 532,861 1,123,836 1,656,697 380,299 1,138,902 1,519,201 Total operating expenses 282,966 1,053,579 1,336,545 253,549 983,296 1,236,845 Income from operations 249,895 70,257 320,152 126,750 155,606 282,356 Interest expense, net 41,304 91,261 132,565 33,293 24,399 57,692 Income before income taxes 208,591 (21,004 ) 187,587 93,457 131,207 224,664 Income tax expense 1,361 7,529 8,890 898 46,215 47,113 Net income and comprehensive income $ 207,230 $ (28,533 ) $ 178,697 $ 92,559 $ 84,992 $ 177,551 Depreciation, amortization and accretion 60,427 173,991 234,418 47,821 155,106 202,927 Interest expense, net 41,304 91,261 132,565 33,293 24,399 57,692 Income tax expense 1,361 7,529 8,890 898 46,215 47,113 EBITDA 310,322 244,248 554,570 174,571 310,712 485,283 Non-cash compensation expense 4,600 4,855 9,455 3,361 2,525 5,886 Loss (gain) on disposal of assets (1,396 ) 4,314 2,918 1,069 (175 ) 894 Unrealized loss on commodity derivatives 8,534 — 8,534 2,926 — 2,926 Inventory fair value adjustments (60,920 ) (2,877 ) (63,797 ) 32,200 1,946 34,146 Adjusted EBITDA $ 261,140 $ 250,540 $ 511,680 $ 214,127 $ 315,008 $ 529,135 Capital expenditures $ 78,369 $ 212,191 $ 290,560 $ 98,283 $ 244,146 $ 342,429 Total assets at end of period $ 2,938,747 $ 6,058,254 $ 8,997,001 $ 2,925,842 $ 5,915,977 $ 8,841,819

Net Income per Unit (Tables)

Net Income per Unit (Tables)	9 Months Ended
	Sep. 30, 2016
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 (in thousands, except units and per unit amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Net income and comprehensive income $ 44,551 $ 34,711 $ 178,697 $ 177,551 Less: Net income and comprehensive income attributable to noncontrolling interest — 852 — 2,545 Less: Preacquisition income allocated to general partner — 6,315 — 117,728 Net income and comprehensive income attributable to partners 44,551 27,544 178,697 57,278 Less: Incentive distribution rights 20,396 8,441 60,311 13,252 Less: Distributions on nonvested phantom unit awards 906 349 2,760 971 Limited partners’ interest in net income $ 23,249 $ 18,754 $ 115,626 $ 43,055 Weighted average limited partner units outstanding: Common - basic 95,339,786 43,772,026 92,720,563 30,994,016 Common - equivalents 74,658 116 74,658 116 Common - diluted 95,414,444 43,772,142 92,795,221 30,994,132 Subordinated - basic and diluted — 10,939,436 — 10,939,436 Net income per limited partner unit: Common - basic and diluted $ 0.24 $ 0.30 $ 1.25 $ 0.96 Subordinated - basic and diluted $ — $ 0.52 $ — $ 1.21

Organization and Principles o41

Organization and Principles of Consolidation - Additional Information (Details)	Aug. 21, 2015	Jul. 31, 2015	Apr. 01, 2015	Oct. 01, 2014	Aug. 29, 2014shares	Sep. 25, 2012shares	Sep. 30, 2016statesegment	Mar. 31, 2016	Jan. 01, 2016
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units sold in IPO | shares						10,925,000
Percentage of Non economic general partner interest and incentive distribution rights					100.00%
Ownership Percentage					50.10%
Percentage of membership interest acquired	100.00%						100.00%
Number of operating segments | segment							2
Susser [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common and subordinated unit, acquired | shares					11,000,000
Ownership Percentage		100.00%
Percentage of membership interest acquired		100.00%
MACS [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of membership interest acquired				100.00%
Sunoco LLC [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Ownership Percentage			50.10%					49.90%
Percentage of membership interest acquired			31.58%
Noncontrolling interest, ownership percentage								68.42%
Sunoco LLC [Member] | Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of states in which entity operates (more than)							26
Sunoco Retail LLC [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Ownership Percentage								100.00%	100.00%
Motor Fuels [Member] | Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of states in which entity operates (more than)							30
Convenience and Retail Stores [Member] | Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of states in which entity operates (more than)							20

Summary of Significant Accoun42

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Accounting Policies [Abstract]
Motor fuel and sales taxes	$ 306.8	$ 303.7	$ 888.3	$ 878

Acquisitions - Additional Infor

Acquisitions - Additional Information (Details)

Aug. 31, 2016USD ($)Boeplant

Jun. 22, 2016USD ($)restauranttractpropertystore

Mar. 31, 2016USD ($)shares

Dec. 16, 2015USD ($)property

Aug. 21, 2015

Aug. 10, 2015USD ($)store

Jul. 31, 2015USD ($)shares

Apr. 01, 2015USD ($)

Aug. 31, 2014USD ($)

Sep. 30, 2016USD ($)

Sep. 30, 2015USD ($)

Mar. 31, 2015USD ($)

Jun. 30, 2015USD ($)

Jul. 31, 2015USD ($)

Sep. 30, 2016USD ($)shares

Sep. 30, 2015USD ($)

Dec. 31, 2015USD ($)

Jan. 01, 2016

Aug. 29, 2014

Business Acquisition [Line Items]

Percentage of membership interest acquired

100.00%

100.00%

Percentage of membership interest acquired

50.10%

Business acquisition total purchase price

$ 24,600,000

Common units issued in connection with acquisitions (in shares) | shares

5,710,922

Revenues

$ 4,137,317,000

$ 4,906,772,000

$ 11,391,797,000

$ 14,383,708,000

Net income (loss)

$ 44,551,000

$ 27,544,000

$ 178,697,000

57,278,000

Acquisition increased goodwill

$ 10,100,000

Senior Notes [Member] | 6.375% Senior Notes Due 2023 [Member]

Business Acquisition [Line Items]

Interest rate, stated percentage

6.375%

6.375%

6.375%

Sunoco LLC and Sunoco Retail LLC [Member]

Business Acquisition [Line Items]

Percentage of membership interest acquired

31.58%

Percentage of membership interest acquired

50.10%

Business acquisition total purchase price

$ 775,000,000

Equity interests issued and issuable

$ 40,800,000

Acquisition of business

$ 2,200,000,000

775,000,000

Goodwill

$ 0

Sunoco LLC and Sunoco Retail LLC [Member] | Senior Notes [Member] | 6.375% Senior Notes Due 2023 [Member]

Business Acquisition [Line Items]

Interest rate, stated percentage

6.375%

Sunoco Retail LLC [Member]

Business Acquisition [Line Items]

Percentage of membership interest acquired

100.00%

100.00%

Revenues

$ 1,100,000,000

Net income (loss)

5,700,000

ETP Dropdown [Member]

Business Acquisition [Line Items]

Percentage of membership interest acquired

68.42%

Acquisition of business

$ 2,200,000,000

Limited partners' capital account, units issued (in shares) | shares

5,710,922

Sunmarks, LLC [Member]

Business Acquisition [Line Items]

Percentage of membership interest acquired

100.00%

Sunoco LLC [Member]

Business Acquisition [Line Items]

Percentage of membership interest acquired

31.58%

Percentage of membership interest acquired

49.90%

50.10%

Revenues

$ 2,400,000,000

Net income (loss)

$ 24,500,000

Susser [Member]

Business Acquisition [Line Items]

Percentage of membership interest acquired

100.00%

Percentage of membership interest acquired

100.00%

100.00%

Acquisition of business

$ 966,900,000

$ 0

$ 966,855,000

Revenues

$ 2,600,000,000

Net income

$ 18,100,000

Susser [Member] | Common Units [Member]

Business Acquisition [Line Items]

Partners' capital account, converted units | shares

79,308

Partners' capital account, units issued upon acquisition | shares

79,308

Susser [Member] | Subordinated Units-Affiliated [Member]

Business Acquisition [Line Items]

Partners' capital account, converted units | shares

10,939,436

Susser [Member] | Class B Units [Member]

Business Acquisition [Line Items]

Common units issued in connection with acquisitions (in shares) | shares

21,978,980

Susser [Member] | Class A Units [Member] | Common Units [Member]

Business Acquisition [Line Items]

Partners' capital account, units issued upon acquisition | shares

79,308

Susser [Member] | Class A Units [Member] | Subordinated Units-Affiliated [Member]

Business Acquisition [Line Items]

Partners' capital account, units issued upon acquisition | shares

10,939,436

Emerge Energy Services LP [Member]

Business Acquisition [Line Items]

Business acquisition total purchase price

$ 171,500,000

Number of transmix processing plants acquired | plant

2

Barrels per day able to be processed by transmix plants (over 10,000 barrels) | Boe

10,000

Barrels of storage capacity of transmix plants (over 800,000) | Boe

800,000

Kolkhorst Petroleum Inc. [Member]

Business Acquisition [Line Items]

Number of fee properties | property

5

Number of leased properties | property

9

Acquisition increased goodwill

$ 8,700,000

Kolkhorst Petroleum Inc. [Member] | Texas [Member]

Business Acquisition [Line Items]

Business acquisition total purchase price

$ 37,900,000

Number of stores | store

14

Valentine Stores, Inc. [Member]

Business Acquisition [Line Items]

Number of fee properties | property

19

Number of company-operated locations | store

18

Acquisition increased goodwill

$ 35,200,000

Number of tracts of land | tract

3

Valentine Stores, Inc. [Member] | Tim Hortons Restaurant [Member]

Business Acquisition [Line Items]

Number of leased properties | property

1

Number of restaurants acquired | restaurant

1

Valentine Stores, Inc. [Member] | New York [Member]

Business Acquisition [Line Items]

Business acquisition total purchase price

$ 76,200,000

Number of stores | store

18

Alta East, Inc Wholesale Motor Fuel Distribution [Member]

Business Acquisition [Line Items]

Business acquisition total purchase price

$ 57,100,000

Number of fee properties | property

24

Number of leased properties | property

6

Acquisition increased goodwill

$ 14,600,000

Number of fee and leased properties non-operating surplus locations | property

2

Aziz Convenience Stores, L.L.C [Member]

Business Acquisition [Line Items]

Business acquisition total purchase price

$ 41,600,000

Number of stores | store

27

Acquisition increased goodwill

$ 4,300,000

Acquisitions (Recognized Identi

Acquisitions (Recognized Identified Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands	Aug. 31, 2016	Aug. 31, 2014	Sep. 30, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Current assets		$ 1,435,935
Property and equipment		1,093,893
Goodwill		1,289,398	$ 3,236,398	$ 3,111,262
Intangible assets		476,405
Other noncurrent assets		2,238
Current liabilities		(787,768)
Other noncurrent liabilities		(346,829)
Net assets		3,163,272
Net deemed contribution		(188,272)
Cash acquired		(24,276)
Total cash consideration, net of cash acquired		2,950,724
Susser [Member]
Business Acquisition [Line Items]
Current assets		217,244
Property and equipment		983,900
Goodwill		976,631
Intangible assets		541,054
Other noncurrent assets		38,216
Current liabilities		(246,009)
Other noncurrent liabilities		(842,310)
Net assets		1,668,726
Net deemed contribution		(701,871)
Cash acquired		(63,801)
Total cash consideration, net of cash acquired		903,054
Emerge Energy Services LP [Member]
Business Acquisition [Line Items]
Current assets	$ 26,347
Property and equipment	60,044
Goodwill	78,278
Intangible assets	22,678
Other noncurrent assets	41
Current liabilities	(15,875)
Net assets	171,513
Cash acquired	(172)
Total cash consideration, net of cash acquired	$ 171,341
Sunoco LLC [Member]
Business Acquisition [Line Items]
Current assets		1,107,007
Property and equipment		384,100
Goodwill		0
Intangible assets		182,477
Other noncurrent assets		2,238
Current liabilities		(641,400)
Other noncurrent liabilities		(7,293)
Net assets		1,027,129
Sunoco Retail LLC [Member]
Business Acquisition [Line Items]
Current assets		328,928
Property and equipment		709,793
Goodwill		1,289,398
Intangible assets		293,928
Other noncurrent assets		0
Current liabilities		(146,368)
Other noncurrent liabilities		(339,536)
Net assets		$ 2,136,143

Accounts Receivable, net ((Deta

Accounts Receivable, net ((Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for doubtful accounts	$ (2,595)	$ (3,924)
Accounts receivable, net	385,497	308,285
Trade Accounts Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	257,714	160,783
Credit Card Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	82,153	98,484
Vendor receivables for rebates, branding and other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	17,423	14,561
Other Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	$ 30,802	$ 38,381

Inventories, net - Additional I

Inventories, net - Additional Information (Details) $ in Millions	Dec. 31, 2015USD ($)
Inventory Disclosure [Abstract]
Inventory Write-down/ Write-up	$ 98.3

Inventories, net (Details)

Inventories, net (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Inventory Disclosure [Abstract]
Fuel-retail	$ 49,712	$ 42,779
Fuel-wholesale	289,777	283,021
Fuel-consignment	4,024	3,801
Merchandise	125,010	116,694
Equipment and maintenance spare parts	11,502	13,162
Corn	5,283	4,788
Other	3,472	3,046
Inventories, net	$ 488,780	$ 467,291

Property And Equipment, net (De

Property And Equipment, net (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,837,479	$ 3,494,458
Less: accumulated depreciation	514,761	339,632
Property and equipment, net	3,322,718	3,154,826
Land [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,053,852	1,032,017
Buildings and leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,256,497	1,150,701
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,309,587	1,214,328
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 217,543	$ 97,412

Goodwill and Other Intangible49

Goodwill and Other Intangible Assets (Intangible Assets) - Additional Information (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015	Dec. 31, 2014	Aug. 31, 2014
Finite Lived Intangible Assets [Line Items]
Goodwill	$ 3,236,398,000	$ 3,111,262,000		$ 1,289,398,000
Impairment in goodwill	$ 0	$ 0
Customer Relations And Supply Agreements [Member] | Weighted Average [Member]
Finite Lived Intangible Assets [Line Items]
Remaining weighted-average life	9 years
Favorable leasehold arrangements, net [Member] | Weighted Average [Member]
Finite Lived Intangible Assets [Line Items]
Remaining weighted-average life	11 years
Noncompete Agreements | Weighted Average [Member]
Finite Lived Intangible Assets [Line Items]
Remaining weighted-average life	7 years
Deferred Loan Origination Costs | Weighted Average [Member]
Finite Lived Intangible Assets [Line Items]
Remaining weighted-average life	3 years
Trade Names [Member]
Finite Lived Intangible Assets [Line Items]
Useful life			30 years

Goodwill and Other Intangible50

Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Finite-lived intangible assets, Gross carrying amount	$ 1,498,632	$ 1,420,837
Finite-lived intangible assets, Accumulated amortization	207,868	161,397
Intangible assets, net	1,290,764	1,259,440
Customer Relations And Supply Agreements [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Finite-lived intangible assets, Gross carrying amount	619,698	551,033
Finite-lived intangible assets, Accumulated amortization	190,350	150,101
Finite-lived intangible assets, Net	429,348	400,932
Favorable leasehold arrangements, net [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Finite-lived intangible assets, Gross carrying amount	21,826	22,863
Finite-lived intangible assets, Accumulated amortization	5,213	1,188
Finite-lived intangible assets, Net	16,613	21,675
Deferred Loan Origination Costs
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Finite-lived intangible assets, Gross carrying amount	9,769	9,358
Finite-lived intangible assets, Accumulated amortization	3,671	2,172
Finite-lived intangible assets, Net	6,098	7,186
Other [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Finite-lived intangible assets, Gross carrying amount	5,099	3,675
Finite-lived intangible assets, Accumulated amortization	2,126	1,428
Finite-lived intangible assets, Net	2,973	2,247
Trade Names [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Other Indefinite-lived Intangible Assets, Gross Carrying Amount	784,058	784,058
Other Indefinite-lived Intangible Assets, Accumulated Amortization	6,508	6,508
Other Indefinite-lived Intangible Assets	777,550	777,550
Contractual Rights [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Other Indefinite-lived Intangible Assets, Gross Carrying Amount	42,182	33,850
Other Indefinite-lived Intangible Assets, Accumulated Amortization	0	0
Other Indefinite-lived Intangible Assets	42,182	33,850
Liquor Licenses [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Other Indefinite-lived Intangible Assets, Gross Carrying Amount	16,000	16,000
Other Indefinite-lived Intangible Assets, Accumulated Amortization	0	0
Other Indefinite-lived Intangible Assets	$ 16,000	$ 16,000

Accrued Expenses and Other Cu51

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Accrued Expenses And Other Current Liabilities [Abstract]
Wage and other employee-related accrued expenses	$ 36,319	$ 26,019
Franchise agreement termination accrual	1,769	4,399
Accrued tax expense	93,962	102,473
Accrued insurance	20,586	32,716
Accrued environmental	6,519	7,600
Accrued interest expense	56,239	28,494
Deposits and other	105,955	106,238
Total	$ 321,349	$ 307,939

Long-Term Debt (Details)

Long-Term Debt (Details) - USD ($)	Sep. 30, 2016	Apr. 07, 2016	Dec. 31, 2015	Jul. 20, 2015	Apr. 01, 2015
Debt Instrument [Line Items]
Sale leaseback financing obligation	$ 118,604,000		$ 121,992,000
Line of credit	958,236,000		450,000,000
Capital lease obligation and notes payable	702,000		3,975,000
Total debt	4,520,542,000		1,975,967,000
Less: current maturities	5,010,000		5,084,000
Less: debt issuance costs	42,102,000		18,352,000
Long-term debt, net of current maturities	4,473,430,000		1,952,531,000
Term Loan [Member]
Debt Instrument [Line Items]
Term Loan	1,243,000,000		0
2014 Revolver [Member]
Debt Instrument [Line Items]
Line of credit	958,236,000		450,000,000
6.375% Senior Notes Due 2023 [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Term Loan					$ 800,000,000
Senior notes	$ 800,000,000		800,000,000
Interest rate, stated percentage	6.375%				6.375%
5.500% Senior Notes Due 2020 [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Term Loan				$ 600,000,000
Senior notes	$ 600,000,000		600,000,000
Interest rate, stated percentage	5.50%			5.50%
6.250% Senior Notes Due 2021 [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Term Loan		$ 800,000,000
Senior notes	$ 800,000,000		$ 0
Interest rate, stated percentage	6.25%	6.25%

Long-Term Debt (Term Loan) (Det

Long-Term Debt (Term Loan) (Details) - USD ($)	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Each Quarter through March 31, 2017 [Member]
Debt Instrument [Line Items]
Maximum funded debt to EBITDA ratio	625.00%
Term Loan [Member]
Debt Instrument [Line Items]
Face amount	$ 1,243,000,000	$ 0
Term Loan [Member] | Each Quarter after March 31, 2017 [Member]
Debt Instrument [Line Items]
Maximum funded debt to EBITDA ratio	550.00%
Maximum funded debt to EBITDA ratio, subject to future acquisitions	600.00%
Maximum [Member]
Debt Instrument [Line Items]
Face amount	$ 2,035,000,000
Maximum [Member] | Applicable Margin on LIBOR Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%
Maximum [Member] | Applicable Margin on Base Rate Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%
Minimum [Member] | Applicable Margin on LIBOR Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%
Minimum [Member] | Applicable Margin on Base Rate Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%

Long-Term Debt (5.500% Senior N

Long-Term Debt (5.500% Senior Notes Due 2020) (Details) - USD ($)	Oct. 04, 2016	Jul. 20, 2015	Sep. 30, 2016	Sep. 30, 2015
Debt Instrument [Line Items]
Proceeds from issuance of Senior Notes			$ 2,835,000,000	$ 1,400,000,000
Senior Notes [Member] | 5.500% Senior Notes Due 2020 [Member]
Debt Instrument [Line Items]
Face amount		$ 600,000,000
Interest rate, stated percentage		5.50%	5.50%
Proceeds from issuance of Senior Notes		$ 592,500,000
Subsequent Event [Member] | Senior Notes [Member] | 5.500% Senior Notes Due 2020 [Member]
Debt Instrument [Line Items]
Liquidated damages in the form of additional interest	$ 300,000

Long-Term Debt (6.250% Senior N

Long-Term Debt (6.250% Senior Notes Due 2021) (Details) - USD ($)	Apr. 07, 2016	Sep. 30, 2016	Sep. 30, 2015
Debt Instrument [Line Items]
Proceeds from issuance of long-term debt		$ 2,835,000,000	$ 1,400,000,000
Senior Notes [Member] | 6.250% Senior Notes Due 2021 [Member]
Debt Instrument [Line Items]
Face amount	$ 800,000,000
Interest rate, stated percentage	6.25%	6.25%
Proceeds from issuance of long-term debt	$ 789,400,000

Long-Term Debt (6.375% Senior N

Long-Term Debt (6.375% Senior Notes Due 2023) (Details) - USD ($)	Oct. 04, 2016	Apr. 01, 2015	Sep. 30, 2016	Sep. 30, 2015
Debt Instrument [Line Items]
Proceeds from issuance of Senior Notes			$ 2,835,000,000	$ 1,400,000,000
Senior Notes [Member] | 6.375% Senior Notes Due 2023 [Member]
Debt Instrument [Line Items]
Face amount		$ 800,000,000
Interest rate, stated percentage		6.375%	6.375%
Proceeds from issuance of Senior Notes		$ 786,500,000
Subsequent Event [Member] | Senior Notes [Member] | 6.375% Senior Notes Due 2023 [Member]
Debt Instrument [Line Items]
Liquidated damages in the form of additional interest	$ 1,600,000

Long-Term Debt (Revolving Credi

Long-Term Debt (Revolving Credit Agreement) (Details)	Sep. 25, 2014USD ($)	Sep. 30, 2016USD ($)	Dec. 31, 2015USD ($)	Dec. 02, 2015	Apr. 10, 2015USD ($)	Apr. 04, 2013dealer
Debt Instrument [Line Items]
Revolving line of credit		$ 958,236,000	$ 450,000,000
Number Of Dealer Operated Sites | dealer						50
Minimum [Member] | Applicable Margin on LIBOR Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate		1.50%
Minimum [Member] | Applicable Margin on Base Rate Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate		0.50%
Maximum [Member] | Applicable Margin on LIBOR Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate		2.50%
Maximum [Member] | Applicable Margin on Base Rate Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate		1.50%
2014 Revolver [Member]
Debt Instrument [Line Items]
Revolving line of credit		$ 958,236,000	$ 450,000,000
Revolving Credit Agreement [Member] | 2014 Revolver [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 1,250,000,000				$ 1,500,000,000
Line of Credit Facility, Additional Borrowing Capacity	$ 250,000,000				$ 250,000,000
Consolidated total leverage ratio	550.00%
Line of Credit Facility, Covenant, Adjusted Leverage Ratio During Acquisition Period	600.00%			625.00%
Minimum Purchase Price Threshold For Leverage Ratio Adjustment	$ 50,000,000
Debt Instrument, Additional Collateral For Debt	66.00%
Revolving line of credit		958,200,000
Letters of Credit Outstanding, Amount		23,600,000
Current borrowing capacity		$ 518,200,000
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Incremental Addition to One Month LIBOR [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Incremental Addition to Federal Funds Rate [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Minimum [Member]
Debt Instrument [Line Items]
Commitment fee percentage	0.25%
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Minimum [Member] | Applicable Margin on LIBOR Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Minimum [Member] | Applicable Margin on Base Rate Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Maximum [Member]
Debt Instrument [Line Items]
Commitment fee percentage	0.35%
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Maximum [Member] | Applicable Margin on LIBOR Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Maximum [Member] | Applicable Margin on Base Rate Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | External Credit Rating, Investment Grade [Member] | Minimum [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	0.125%
Revolving Credit Agreement [Member] | 2014 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%
Revolving Credit Agreement [Member] | 2014 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%
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | External Credit Rating, Investment Grade [Member] | Maximum [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Commitment fee percentage	0.275%
Revolving Credit Agreement [Member] | 2014 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	2.00%
Revolving Credit Agreement [Member] | Predecessor [Member] | 2012 Revolver [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 400,000,000

Long-Term Debt (Sale Leaseback

Long-Term Debt (Sale Leaseback Financing Obligation) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016USD ($)	Dec. 31, 2015USD ($)	Apr. 04, 2013companydealer
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 | $	$ 118,604	$ 121,992

Long-Term Debt (Other Debt) (De

Long-Term Debt (Other Debt) (Details) - Other Notes Payables [Member] - USD ($)	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2013	Jul. 08, 2010
Notes Payable, Six Percent [Member]
Debt Instrument [Line Items]
Face amount				$ 1,200,000
Other Notes Payable, Noncurrent	$ 0	$ 1,000,000
Interest rate, stated percentage	6.00%
Notes Payable, Four Percent [Member]
Debt Instrument [Line Items]
Face amount			$ 3,000,000
Other Notes Payable, Noncurrent	$ 0	$ 2,500,000
Interest rate, stated percentage	4.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details) $ in Billions	Sep. 30, 2016USD ($)
Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt at fair value	$ 4.6

Commitments And Contingencies61

Commitments And Contingencies (Leases) (Details)	9 Months Ended
	Sep. 30, 2016
Minimum [Member]
Operating Leased Assets [Line Items]
Lease term	5 years
Maximum [Member]
Operating Leased Assets [Line Items]
Lease term	15 years

Commitments And Contingencies62

Commitments And Contingencies (Leases, Schedule of Rent Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Cash rent:
Store base rent	$ 30,682	$ 30,871	$ 87,713	$ 91,088
Equipment and other rent	4,565	5,024	15,478	14,686
Total cash rent	35,247	35,895	103,191	105,774
Non-cash rent:
Straight-line rent	984	805	2,136	548
Amortization of deferred gain	0	(253)	0	(758)
Net rent expense	36,231	36,447	105,327	105,564
Store base rent, sublease rental income	6,200	6,600	17,900	20,500
Store base rent, contingent rent expense	$ 7,900	$ 9,000	$ 17,100	$ 19,000

Interest Expense, net (Details)

Interest Expense, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Interest Expense and Interest Income [Line Items]
Tax at statutory federal rate	$ 17,452	$ 22,692	$ 65,656	$ 78,632
Interest expense	53,775	27,918	131,905	57,501
Amortization of deferred financing fees	3,608	1,089	7,608	2,291
Interest income	(3,094)	(490)	(6,948)	(2,100)
Interest expense, net	$ 54,289	28,517	$ 132,565	57,692
Variable Interest Entity, Primary Beneficiary [Member]
Interest Expense and Interest Income [Line Items]
Interest expense, net		$ 2,300		$ 7,000

Income Tax Expense (Details)

Income Tax Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Tax at statutory federal rate	$ 17,452	$ 22,692	$ 65,656	$ 78,632
Partnership earnings not subject to tax	(20,784)	(8,688)	(76,648)	(47,422)
State and local tax, net of federal benefit	576	14,395	12,772	14,818
Other	8,066	1,725	7,110	1,085
Net income tax expense	$ 5,310	$ 30,124	$ 8,890	$ 47,113

Partners' Capital (Details)

Partners' Capital (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 21, 2015	Mar. 31, 2016	Sep. 30, 2016	Dec. 31, 2015	Jan. 01, 2016
Schedule of Partners' Capital [Line Items]
Limited partners' capital account, units outstanding (in shares)			95,339,786	87,365,706
Percentage of membership interest acquired	100.00%		100.00%
Units sold in private placement (in shares)		2,263,158	2,263,158
Partnership registration statement filing period			45 days
Class C Units [Member]
Schedule of Partners' Capital [Line Items]
Common unit, issuance value (in dollars per share)				$ 38.5856
Number of trading days in period				5 years
Eligible distributions per unit (in dollars per share)			$ 0.8682
Other certain allocation percentage			1.00%
Cash distributions			$ 42.7
Units exchanged (in shares)			16,410,780		16,410,780
Common Units - Public [Member]
Schedule of Partners' Capital [Line Items]
Limited partners' capital account, units outstanding (in shares)			49,588,960	49,588,960
Parent Company [Member]
Schedule of Partners' Capital [Line Items]
Percentage of membership interest acquired			40.90%
Parent Company [Member] | Common Units [Member]
Schedule of Partners' Capital [Line Items]
Limited partners' capital account, units outstanding (in shares)			45,750,826
Aloha Petroleum, Ltd [Member] | Class C Units [Member]
Schedule of Partners' Capital [Line Items]
Limited partners' capital account, units outstanding (in shares)					5,242,113
Subsidiaries [Member] | Class C Units [Member]
Schedule of Partners' Capital [Line Items]
Limited partners' capital account, units outstanding (in shares)					11,168,667
ETP Merger [Member]
Schedule of Partners' Capital [Line Items]
Units exchanged (in shares)	21,000,000

Partners' Capital (Schedule of

Partners' Capital (Schedule of Common Units) (Details) - shares	3 Months Ended	9 Months Ended
	Mar. 31, 2016	Sep. 30, 2016
Partners' Capital [Abstract]
Number of common units at December 31, 2015 (in shares)	87,365,706	87,365,706
Common units issued in connection with acquisitions (in shares)		5,710,922
Common units issued in connection with the PIPE Transaction (in shares)	2,263,158	2,263,158
Number of common units at September 30, 2016 (in shares)		95,339,786

Partners' Capital (Allocations

Partners' Capital (Allocations of Net Income) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Schedule of Partners' Capital [Line Items]
Limited partners’ interest in net income		$ 18,754		$ 43,055
Common Units [Member]
Schedule of Partners' Capital [Line Items]
Distributions	$ 78,889	39,039	$ 235,514	76,172
Distributions in excess of income	(55,640)	(24,035)	(119,888)	(44,349)
Limited partners’ interest in net income	$ 23,249	$ 15,004	$ 115,626	$ 31,823
Cash distribution per common unit (in shares)	$ 0.8255	$ 0.7454	$ 2.4683	$ 2.0838
Subordinated Units-Affiliated [Member]
Schedule of Partners' Capital [Line Items]
Distributions	$ 0	$ 8,154	$ 0	$ 22,796
Distributions in excess of income	0	(4,404)	0	(11,564)
Limited partners’ interest in net income	$ 0	$ 3,750	$ 0	$ 11,232

Partners' Capital (Incentive Di

Partners' Capital (Incentive Distribution Rights) (Details)	9 Months Ended
	Sep. 30, 2016$ / 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%

Partners' Capital (Cash Distrib

Partners' Capital (Cash Distributions) (Details) - USD ($) $ / shares in Units, $ in Thousands	Nov. 15, 2016	Aug. 15, 2016	May 16, 2016	Feb. 16, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Distribution Made To Managing Member Or General Partner [Line Items]
Per Unit Distribution (in dollars per share)		$ 0.8255	$ 0.8173	$ 0.8013
Total Cash Distribution		$ 78,703	$ 77,921	$ 70,006			$ 285,895	$ 64,798
Distribution to IDR Holders		$ 20,348	$ 19,566	$ 16,532	$ 20,396	$ 8,441	$ 60,311	$ 13,252
Scenario, Forecast [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
Per Unit Distribution (in dollars per share)	$ 0.8255
Total Cash Distribution	$ 78,889
Distribution to IDR Holders	$ 20,396

Unit-Based Compensation (Detail

Unit-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Non-cash equity based compensation expense	$ 3,017	$ 2,132	$ 9,455	$ 5,886
Phantom common units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Non-cash equity based compensation expense	2,533	1,720	7,881	4,756
Allocated from ETP [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated Share-based Compensation Expense	$ 484	$ 412	$ 1,574	$ 1,130

Unit-Based Compensation (Phanto

Unit-Based Compensation (Phantom Common Unit Awards) - Additional Information(Details) $ in Millions	9 Months Ended
	Sep. 30, 2016USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	1 year 2 months 5 days
Phantom common units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options	$ 27.1
Fair Value Of Nonvested Service Phantom Units	$ 45.1
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	2 years 8 months 27 days
ETP Merger [Member] | Phantom common units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost	$ 0.4
Share Based Compensation Award Tranche One [Member] | Phantom common units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage	60.00%
Share Based Compensation Award Tranche One [Member] | Minimum [Member] | Phantom common units [Member] | Non-employee director [Member] | 2012 Long Term Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period	1 year
Share Based Compensation Award Tranche One [Member] | Maximum [Member] | Non-employee director [Member] | 2012 Long Term Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period	3 years
Share Based Compensation Award Tranche One [Member] | Maximum [Member] | Phantom common units [Member] | Non-employee director [Member] | 2012 Long Term Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period	3 years
Share Based Compensation Award Tranche Two [Member] | Phantom common units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage	40.00%
Share Based Compensation Award Tranche Two [Member] | Minimum [Member] | Phantom common units [Member] | Employee [Member] | 2012 Long Term Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period	2 years
Share Based Compensation Award Tranche Two [Member] | Maximum [Member] | Phantom common units [Member] | Employee [Member] | 2012 Long Term Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period	5 years

Unit-Based Compensation (Phan72

Unit-Based Compensation (Phantom Common Unit Awards) (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Non-vested at beginning of the period, Weighted Average Grant Date Fair Value (in dollars per share)	$ 41.19	$ 45.50
Granted, Weighted Average Grant Date Fair Value (in dollars per share)	33.61	40.63
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share)	39.62	50.71
Non-vested at end of period, Weighted Average Grant Date Fair Value (in dollars per share)	$ 41.07	$ 41.19
Phantom common units [Member]
Nonvested, Number of Shares [Roll Forward]
Non-vested at beginning of period (in shares)	1,147,048	241,235
Granted (in shares)	35,040	993,134
Forfeited (in shares)	(84,846)	(87,321)
Non-vested at end of period (in shares)	1,097,242	1,147,048

Unit-Based Compensation (Cash A

Unit-Based Compensation (Cash Awards) - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended		9 Months Ended
	Sep. 30, 2015	Jan. 31, 2015	Sep. 30, 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average period			1 year 2 months 5 days
Long-Term Cash Restricted Unit Plan [Member] | Cash Awards [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted (in shares)	1,000	30,710
Forfeited (in shares)			3,470
Fair value of nonvested awards outstanding			$ 1.4
Unrecognized compensation cost			$ 0.5
Long-Term Cash Restricted Unit Plan [Member] | Cash Awards [Member] | Share Based Compensation Award Tranche One [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage of awards granted			100.00%
Maximum [Member] | Director [Member] | 2012 Long Term Incentive Plan [Member] | Share Based Compensation Award Tranche One [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period			3 years

Segment Reporting - Additional

Segment Reporting - Additional Information (Details)	9 Months Ended
	Sep. 30, 2016statesegment
Segment Reporting Information [Line Items]
Number of operating segments | segment	2
Number of reportable segments | segment	2
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

Segment Reporting (Details)

Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Segment Reporting Information [Line Items]
Retail motor fuel	$ 1,401,830	$ 1,580,815	$ 3,876,542	$ 4,597,670
Wholesale motor fuel sales to third parties	2,026,454	2,664,186	5,544,905	7,946,323
Wholesale motor fuel sales to affiliates	28,226	3,779	45,065	8,718
Merchandise	605,275	589,299	1,705,963	1,633,102
Rental income	22,883	20,949	67,582	61,265
Other	52,649	47,744	151,740	136,630
Intersegment	0	0	0	0
Total revenues	4,137,317	4,906,772	11,391,797	14,383,708
Gross Profit, Motor Fuel - Retail	179,003	196,002	447,883	483,207
Gross Profit, Motor Fuel - Wholesale	138,169	76,174	453,887	331,711
Gross Profit, Merchandise	192,292	185,120	545,962	510,132
Gross Profit, Other	67,923	67,462	208,965	194,151
Gross profit	577,387	524,758	1,656,697	1,519,201
Total operating expenses	473,237	431,406	1,336,545	1,236,845
Income from operations	104,150	93,352	320,152	282,356
Interest expense, net	54,289	28,517	132,565	57,692
Income before income taxes	49,861	64,835	187,587	224,664
Net income tax expense	5,310	30,124	8,890	47,113
Net income and comprehensive income	44,551	34,711	178,697	177,551
Depreciation, amortization and accretion	77,628	65,984	234,418	202,927
EBITDA	181,778	159,336	554,570	485,283
Non-cash compensation expense	3,017	2,132	9,455	5,886
Loss (gain) on disposal of assets	203	747	2,918	894
Unrealized loss on commodity derivatives	5,689	735	8,534	2,926
Inventory fair value adjustments	(1,767)	90,763	(63,797)	34,146
Adjusted EBITDA	188,920	253,713	511,680	529,135
Capital expenditures	110,668	140,768	290,560	342,429
Total assets at end of period	8,997,001	8,841,819	8,997,001	8,841,819	$ 8,841,819
Retail Segment [Member]
Segment Reporting Information [Line Items]
Income before income taxes			(21,004)
Operating Segments [Member] | Wholesale Segment [Member]
Segment Reporting Information [Line Items]
Retail motor fuel	0	0	0	0
Wholesale motor fuel sales to third parties	2,026,454	2,664,186	5,544,905	7,946,323
Wholesale motor fuel sales to affiliates	28,226	3,779	45,065	8,718
Merchandise	0	0	0	0
Rental income	19,353	11,333	57,210	34,327
Other	13,331	5,996	30,164	17,876
Intersegment	1,006,088	1,183,629	2,698,542	3,519,958
Total revenues	3,093,452	3,868,923	8,375,886	11,527,202
Gross Profit, Motor Fuel - Retail	0	0	0	0
Gross Profit, Motor Fuel - Wholesale	138,169	76,174	453,887	331,711
Gross Profit, Merchandise	0	0	0	0
Gross Profit, Other	26,629	16,099	78,974	48,588
Gross profit	164,798	92,273	532,861	380,299
Total operating expenses	103,775	89,527	282,966	253,549
Income from operations	61,023	2,746	249,895	126,750
Interest expense, net	13,198	13,106	41,304	33,293
Income before income taxes	47,825	(10,360)	208,591	93,457
Net income tax expense	507	39	1,361	898
Net income and comprehensive income	47,318	(10,399)	207,230	92,559
Depreciation, amortization and accretion	21,819	13,571	60,427	47,821
EBITDA	82,842	16,317	310,322	174,571
Non-cash compensation expense	1,516	1,697	4,600	3,361
Loss (gain) on disposal of assets	(599)	921	(1,396)	1,069
Unrealized loss on commodity derivatives	5,689	735	8,534	2,926
Inventory fair value adjustments	(1,581)	87,307	(60,920)	32,200
Adjusted EBITDA	87,867	106,977	261,140	214,127
Capital expenditures	34,382	17,610	78,369	98,283
Total assets at end of period	2,938,747	2,925,842	2,938,747	2,925,842
Operating Segments [Member] | Retail Segment [Member]
Segment Reporting Information [Line Items]
Retail motor fuel	1,401,830	1,580,815	3,876,542	4,597,670
Wholesale motor fuel sales to third parties	0	0	0	0
Wholesale motor fuel sales to affiliates	0	0	0	0
Merchandise	605,275	589,299	1,705,963	1,633,102
Rental income	3,530	9,616	10,372	26,938
Other	39,318	41,748	121,576	118,754
Intersegment	37,978	34,202	99,253	93,907
Total revenues	2,087,931	2,255,680	5,813,706	6,470,371
Gross Profit, Motor Fuel - Retail	179,003	196,002	447,883	483,207
Gross Profit, Motor Fuel - Wholesale	0	0	0	0
Gross Profit, Merchandise	192,292	185,120	545,962	510,132
Gross Profit, Other	41,294	51,363	129,991	145,563
Gross profit	412,589	432,485	1,123,836	1,138,902
Total operating expenses	369,462	341,879	1,053,579	983,296
Income from operations	43,127	90,606	70,257	155,606
Interest expense, net	41,091	15,411	91,261	24,399
Income before income taxes	2,036	75,195		131,207
Net income tax expense	4,803	30,085	7,529	46,215
Net income and comprehensive income	(2,767)	45,110	(28,533)	84,992
Depreciation, amortization and accretion	55,809	52,413	173,991	155,106
EBITDA	98,936	143,019	244,248	310,712
Non-cash compensation expense	1,501	435	4,855	2,525
Loss (gain) on disposal of assets	802	(174)	4,314	(175)
Unrealized loss on commodity derivatives	0	0	0	0
Inventory fair value adjustments	(186)	3,456	(2,877)	1,946
Adjusted EBITDA	101,053	146,736	250,540	315,008
Capital expenditures	76,286	123,158	212,191	244,146
Total assets at end of period	6,058,254	5,915,977	6,058,254	5,915,977
Intersegment Eliminations
Segment Reporting Information [Line Items]
Intersegment	(1,044,066)	(1,217,831)	(2,797,795)	(3,613,865)
Total revenues	$ (1,044,066)	$ (1,217,831)	$ (2,797,795)	$ (3,613,865)

Net Income per Unit (Details)

Net Income per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands	Aug. 15, 2016	May 16, 2016	Feb. 16, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Earnings Per Share Basic [Line Items]
Net income and comprehensive income				$ 44,551	$ 34,711	$ 178,697	$ 177,551
Less: Net income and comprehensive income attributable to noncontrolling interest				0	852	0	2,545
Less: Preacquisition income allocated to general partner				0	6,315	0	117,728
Net income and comprehensive income attributable to partners				44,551	27,544	178,697	57,278
Less: Incentive distribution rights	$ 20,348	$ 19,566	$ 16,532	20,396	8,441	60,311	13,252
Less: Distributions on nonvested phantom unit awards				906	349	2,760	971
Limited partners’ interest in net income					18,754		43,055
Common Units [Member]
Earnings Per Share Basic [Line Items]
Limited partners’ interest in net income				$ 23,249	$ 15,004	$ 115,626	$ 31,823
Weighted average limited partner units outstanding:
Common - basic (in shares)				95,339,786	43,772,026	92,720,563	30,994,016
Common - equivalents (in shares)				74,658	116	74,658	116
Common - diluted (in shares)				95,414,444	43,772,142	92,795,221	30,994,132
Net income per limited partner unit (basic and diluted) (in dollars per share)				$ 0.24	$ 0.30	$ 1.25	$ 0.96
Subordinated Units [Member]
Earnings Per Share Basic [Line Items]
Limited partners’ interest in net income				$ 0	$ 3,750	$ 0	$ 11,232
Weighted average limited partner units outstanding:
Subordinated - basic and diluted (in shares)				0	10,939,436	0	10,939,436
Net income per limited partner unit (basic and diluted) (in dollars per share)				$ 0	$ 0.52	$ 0	$ 1.21

Related-Party Transactions - Ad

Related-Party Transactions - Additional Information (Details) $ in Thousands	Sep. 25, 2012store	Sep. 30, 2016USD ($)store	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)storeagreement$ / gal	Sep. 30, 2015USD ($)	Dec. 31, 2015USD ($)
Related Party Transaction [Line Items]
Related products purchase agreements | agreement				2
Purchase agreements renewal term				12 months
Advances from affiliates		$ 62,716		$ 62,716		$ 0
Repayment of Line of credit				1,692,224	$ 513,046
Receivables from affiliates		8,790		8,790		8,074
Accounts payable to affiliates		31,635		31,635		14,988
Motor fuel sales to affiliates		$ 28,226	$ 3,779	45,065	8,718
2014 Revolver [Member]
Related Party Transaction [Line Items]
Repayment of Line of credit				$ 175,000
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
Profit margin | $ / gal				0.03
Purchase option term	3 years
Number of convenience stores | store	75
Commercial agreement, initial term	15 years
Exclusive distributor, term	10 years
Number of convenience stores, sale lease back transactions completed | store		75		75
Sunoco Retail LLC [Member]
Related Party Transaction [Line Items]
Distribution agreement term				10 years
Profit margin | $ / gal				0.04
Affiliated Entity [Member]
Related Party Transaction [Line Items]
Receivables from affiliates		$ 8,800		$ 8,800		8,100
Accounts payable to affiliates		31,600		31,600		15,000
Motor fuel sales to affiliates		28,200	3,800	45,100	8,700
Bulk fuel purchase from affiliates		493,500	$ 549,000	1,400,000	$ 2,000,000
Affiliated Entity [Member] | Sunoco LLC [Member]
Related Party Transaction [Line Items]
Advances to affiliates						$ 365,500
Advances from affiliates		$ 62,700		$ 62,700

Subsequent Events (Details)

Subsequent Events (Details) $ in Millions	Oct. 12, 2016USD ($)propertylocation	Nov. 07, 2016USD ($)shares	Dec. 31, 2015USD ($)	Oct. 04, 2016USD ($)
Subsequent Event [Line Items]
Business acquisition total purchase price			$ 24.6
Subsequent Event [Member] | Denny Oil Company [Member]
Subsequent Event [Line Items]
Business acquisition total purchase price	$ 54.6
Number of company-operated locations | location	6
Number of dealer-operated locations | location	6
Number of fee properties | property	13
Subsequent Event [Member] | Common Units [Member]
Subsequent Event [Line Items]
Sale of units, amount authorized				$ 400
Sale of units (in shares) | shares		225,834
Net proceeds from sale of units		$ 6.5