Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 28, 2017 | |
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 | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Units [Member] | ||
Document Information [Line Items] | ||
Entity Partnership Units Outstanding | 99,468,884 | |
Common Class C [Member] | ||
Document Information [Line Items] | ||
Entity Partnership Units Outstanding | 16,410,780 | |
Preferred Units, Class [Domain] | ||
Document Information [Line Items] | ||
Entity Partnership Units Outstanding | 12,000,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 74 | $ 119 |
Accounts receivable, net | 442 | 539 |
Receivables from affiliates | 13 | 3 |
Inventories, net | 512 | 573 |
Other current assets | 162 | 155 |
Total current assets | 1,203 | 1,389 |
Property and equipment, net | 3,299 | 3,373 |
Other assets: | ||
Goodwill | 2,612 | 2,618 |
Intangible assets, net | 1,292 | 1,255 |
Other noncurrent assets | 48 | 66 |
Total assets | 8,454 | 8,701 |
Current liabilities: | ||
Accounts payable | 438 | 616 |
Accounts payable to affiliates | 111 | 109 |
Advances from affiliates | 1 | 87 |
Accrued expenses and other current liabilities | 371 | 372 |
Current maturities of long-term debt | 5 | 5 |
Total current liabilities | 926 | 1,189 |
Revolving line of credit | 761 | 1,000 |
Long-term debt, net | 3,534 | 3,509 |
Deferred tax liability | 626 | 643 |
Other noncurrent liabilities | 178 | 164 |
Total liabilities | 6,025 | 6,505 |
Commitments and contingencies (Note 12) | ||
Equity: | ||
Total equity | 2,429 | 2,196 |
Total liabilities and equity | 8,454 | 8,701 |
Common Units - Public [Member] | ||
Equity: | ||
Total partners' capital | 1,458 | 1,467 |
Common Units - Affiliated [Member] | ||
Equity: | ||
Total partners' capital | 671 | 729 |
Class C Units - Held by Subsidiary [Member] | ||
Equity: | ||
Total partners' capital | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Mar. 31, 2017 | Dec. 31, 2016 |
Common Units - Public [Member] | ||
Equity: | ||
Limited Partners' Capital Account, Units Outstanding | 53,704,891 | 52,430,220 |
Common Units - Affiliated [Member] | ||
Equity: | ||
Limited partners' capital account, units issued (in shares) | 45,750,826 | 45,750,826 |
Limited Partners' Capital Account, Units Outstanding | 45,750,826 | 45,750,826 |
Class C Units - Held by Subsidiary [Member] | ||
Equity: | ||
Limited partners' capital account, units issued (in shares) | 16,410,780 | 16,410,780 |
Limited Partners' Capital Account, Units Outstanding | 16,410,780 | 16,410,780 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Retail motor fuel | $ 1,516 | $ 1,116 |
Wholesale motor fuel sales to third parties | 2,243 | 1,496 |
Wholesale motor fuel sales to affiliates | 21 | 7 |
Merchandise | 540 | 524 |
Rental income | 23 | 22 |
Other | 51 | 50 |
Total revenues | 4,394 | 3,215 |
Cost of sales: | ||
Retail motor fuel cost of sales | 1,379 | 984 |
Wholesale motor fuel cost of sales | 2,138 | 1,352 |
Merchandise cost of sales | 370 | 358 |
Other | 4 | 10 |
Total cost of sales | 3,891 | 2,704 |
Gross profit | 503 | 511 |
Operating expenses: | ||
General and administrative | 64 | 58 |
Other operating | 263 | 249 |
Rent | 34 | 33 |
Loss (gain) on disposal of assets | (7) | 1 |
Depreciation, amortization and accretion | 87 | 78 |
Total operating expenses | 455 | 419 |
Income from operations | 48 | 92 |
Interest expense, net | 64 | 28 |
Income before income taxes | (16) | 64 |
Income tax expense | (17) | 2 |
Net income and comprehensive income | 1 | 62 |
Net income and comprehensive income | $ 1 | $ 62 |
Common Units [Member] | ||
Net income per limited partner unit: | ||
Net income per limited partner unit (basic and diluted) (in dollars per share) | $ (0.22) | $ 0.47 |
Weighted average limited partner units outstanding: | ||
Weighted average limited partner units outstanding (basic) (in shares) | 98,609,608 | 87,453,333 |
Weighted average limited partner units outstanding (diluted) (in shares) | 98,715,958 | 87,474,687 |
Cash distribution per common unit (in shares) | $ 0.8255 | $ 0.8173 |
Common Units - Public [Member] | ||
Weighted average limited partner units outstanding: | ||
Weighted average limited partner units outstanding (basic) (in shares) | 52,858,782 | 49,588,960 |
Weighted average limited partner units outstanding (diluted) (in shares) | 52,965,132 | 49,610,314 |
Common Units - Affiliated [Member] | ||
Weighted average limited partner units outstanding: | ||
Weighted average limited partner units oustanding (basic and diluted) (in shares) | 45,750,826 | 37,864,373 |
Consolidated Statement of Equit
Consolidated Statement of Equity - 3 months ended Mar. 31, 2017 - USD ($) $ in Millions | Total | Common Units - Public [Member] | Common Units - Affiliated [Member] | Series A Preferred Units [Member] |
Partners' Capital Account, Public Sale of Units Net of Offering Costs | $ 33 | $ (33) | $ 0 | |
Equity Issued To Partners Capital Account | 300 | $ 300 | ||
Beginning balance at Dec. 31, 2016 | 2,196 | 1,467 | 729 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Equity issued under ATM issuance, net | 45 | |||
Cash distribution | (104) | (59) | ||
Unit-based compensation | 4 | 2 | 2 | |
Other | (1) | 0 | (1) | |
Partnership net income | 1 | 1 | 0 | |
Ending balance at Mar. 31, 2017 | $ 2,429 | $ 1,458 | $ 671 | $ 300 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 1 | $ 62 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and accretion | 87 | 78 |
Amortization of deferred financing fees | 4 | 1 |
Loss (gain) on disposal of assets | (7) | 1 |
Non-cash unit based compensation expense | 4 | 3 |
Deferred income tax | (17) | (10) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 97 | (9) |
Accounts receivable from affiliates | (10) | 1 |
Inventories | 61 | 123 |
Other assets | 8 | (39) |
Accounts payable | (138) | (24) |
Accounts payable to affiliates | 2 | (5) |
Accrued liabilities and other current liabilities | (8) | (47) |
Other noncurrent liabilities | 10 | 27 |
Net cash provided by operating activities | 108 | 162 |
Cash flows from investing activities: | ||
Capital expenditures | (66) | (96) |
Purchase of intangible assets | (13) | (14) |
Proceeds from disposal of property and equipment | 1 | 2 |
Net cash used in investing activities | (78) | (2,308) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 0 | 2,035 |
Payments on long-term debt | (1) | (1) |
Revolver borrowings | 618 | 672 |
Revolver repayments | (857) | (447) |
Loan origination costs | 0 | (19) |
Advances from (to) affiliates | (63) | (21) |
Equity issued to ETE, net of issuance costs | (300) | 61 |
Proceeds from issuance of common units, net of offering costs | 33 | 0 |
Distributions to ETP | 0 | (50) |
Other cash from financing activities, net | (1) | 7 |
Distributions to unitholders | (104) | (87) |
Net cash provided by financing activities | (75) | 2,150 |
Net increase (decrease) in cash | (45) | 4 |
Cash and cash equivalents at beginning of period | 119 | 73 |
Cash and cash equivalents at end of period | 74 | 77 |
Sunoco LLC and Sunoco Retail LLC [Member] | ||
Cash flows from investing activities: | ||
Acquisition of business | $ 0 | $ (2,200) |
Organization and Principles of
Organization and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2017 | |
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, and completed its initial public offering (“IPO”) in September 2012. Effective October 27, 2014, the Partnership changed its name from Susser Petroleum Partners LP (NYSE: SUSP) to Sunoco LP (“SUN”, NYSE: SUN). This change aligned the Partnership’s legal and marketing name with that of Energy Transfer Partners, L.P.’s (“ETP”) iconic brand, Sunoco. As used in this document, the terms “Partnership”, “SUN”, “we”, “us”, and “our” should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise. The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, and our wholly-owned subsidiaries. We distribute motor fuels across more than 30 states throughout the East Coast, Midwest, and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. We also operate convenience retail stores across more than 20 states, primarily in Texas, Pennsylvania, New York, Virginia, Florida, and Hawaii. We operate our business as two segments, which are primarily engaged in wholesale fuel distribution and retail fuel and merchandise sales, respectively. Our primary operations are conducted by the following consolidated subsidiaries: Wholesale Subsidiaries • Susser Petroleum Operating Company LLC (“SPOC”), a Delaware limited liability company, distributes motor fuel, propane and lubricating oils to Stripes’ retail locations, consignment locations, and third party customers in Texas, New Mexico, Oklahoma, Louisiana and Kansas. • Sunoco, LLC (“Sunoco LLC”), a Delaware limited liability company, primarily distributes motor fuel in more than 26 states throughout the East Coast, Midwest and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama and the Greater Dallas, TX metroplex. • Southside Oil, LLC, a Virginia limited liability company, distributes motor fuel, primarily in Georgia, Maryland, New York, Tennessee, and Virginia. • Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands. Retail Subsidiaries (Also See Note 19) • Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties. • Susser Holdings Corporation (“Susser”), a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, Oklahoma, and Louisiana through Stripes-branded convenience stores. • Sunoco Retail LLC (“Sunoco Retail”), a Pennsylvania limited liability company, owns and operates convenience stores that sell motor fuel and merchandise primarily in Pennsylvania, New York, and Florida. • MACS Retail LLC, a Virginia limited liability company, owns and operates convenience stores, in Virginia, Maryland, and Tennessee. • Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates convenience stores on the Hawaiian Islands. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on gross margin, income from operations, net income and comprehensive income, or the balance sheets or statements of cash flows. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016 filed with the SEC on February 24, 2017. Significant Accounting Policies As of March 31, 2017 , there were no changes in significant accounting policies from those described in the December 31, 2016 audited consolidated financial statements. Motor Fuel and Sales Taxes Certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for wholesale direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales. For retail locations where the Partnership holds inventory, including consignment arrangements, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $288 million and $285 million for the three months ended March 31, 2017 and 2016 , respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income. Recently Issued Accounting Pronouncements FASB ASU No. 2014-09. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2014-09, " Revenue from Contracts with Customers (Topic 606) " (“ASU 2014-09”), which clarifies the principles for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB deferred the effective date of ASU 2014-09, which is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catchup transition method). The Partnership expects to adopt ASU 2014-09 in the first quarter of 2018 and will apply the cumulative catch-up transition method. We are in the process of evaluating our revenue contracts by segment and fee type to determine the potential impact of adopting the new standards. At this point in our evaluation process, we have determined that the timing and/or amount of revenue that we recognize on certain contracts will be impacted by the adoption of the new standard; however, we are still in the process of quantifying these impacts and cannot say whether or not they would be material to our financial statements. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us. FASB ASU No. 2016-02. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 “ Leases (Topic 842) ” which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures. We are in the process of evaluating our lease contracts to determine the potential impact of adopting the new standards. At this point in our evaluation process, we have determined that the timing and/or amount of lease assets and lease liabilities that we recognize on certain contracts will be impacted by the adoption of the new standard; however, we are still in the process of quantifying these impacts and cannot say whether or not they would be material to our financial statements. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us. FASB ASU No. 2016-15. In August 2016, the FASB issued ASU No. 2016-15 “ Statement of Cash Flows (Topic 230) ” which institutes a number of modifications to presentation and classification of certain cash receipts and cash payments in the statement of cash flows. These modifications include (a) debt prepayment or debt extinguishment costs, (b) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (c) contingent consideration payments made after a business combination, (d) proceeds received from the settlement of insurance claims, (e) proceeds from the settlement of corporate-owned life insurance policies, (f) distributions received from equity method investees, (g) beneficial interest obtained in a securitization of financial assets, (h) separately identifiable cash flows and application of the predominance principle. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated statements of cash flows and related disclosures. FASB ASU No. 2017-04. In January 2017, the FASB issued ASU No. 2017-04 “ Intangibles-Goodwill and other (Topic 350): Simplifying the test for goodwill impairment ”. The amendments in this update remove the second step of the two-step test currently required by Topic 350. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We expect that our adoption of this standard will change our approach for testing goodwill for impairment; however, this standard requires prospective application and therefore will only impact periods subsequent to adoption. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
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 $775 million in cash (the “Sunoco Cash Consideration”) and 795,482 common units representing limited partner interests in the Partnership, pursuant to a Contribution Agreement dated March 23, 2015, among the Partnership, ETP Retail and ETP (the "Sunoco LLC Contribution Agreement"). The Sunoco Cash Consideration was financed through issuance by the Partnership and its wholly owned subsidiary, Sunoco Finance Corp. (“SUN Finance”), of 6.375% Senior Notes due 2023 on April 1, 2015. The common units issued to ETP Retail were issued and sold in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the terms of the Sunoco LLC Contribution Agreement, ETP guaranteed all of the obligations of ETP Retail. On November 15, 2015, we entered into a Contribution Agreement (the “ETP Dropdown Contribution Agreement”) with Sunoco LLC, Sunoco, Inc., ETP Retail, Sunoco GP LLC, and ETP. Pursuant to the terms of the ETP Dropdown Contribution Agreement, we agreed to acquire from ETP Retail, effective January 1, 2016, (a) 100% of the issued and outstanding membership interests of Sunoco Retail, an entity that was formed by Sunoco, Inc. (R&M), an indirect wholly owned subsidiary of Sunoco, Inc., prior to the closing of the ETP Dropdown Contribution Agreement, and (b) 68.42% of the issued and outstanding membership interests of Sunoco LLC (the “ETP Dropdown”). Pursuant to the terms of the ETP Dropdown Contribution Agreement, ETP agreed to guarantee all of the obligations of ETP Retail. Immediately prior to the closing of the ETP Dropdown, Sunoco Retail owned all of the retail assets previously owned by Sunoco, Inc. (R&M), an ethanol plant located in Fulton, NY, 100% of the issued and outstanding membership interests in Sunmarks, LLC, and all the retail assets previously owned by Atlantic Refining & Marketing Corp., a wholly owned subsidiary of Sunoco, Inc. Subject to the terms and conditions of the ETP Dropdown Contribution Agreement, at the closing of the ETP Dropdown, we paid to ETP Retail $2.2 billion in cash on March 31, 2016, which included working capital adjustments, and issued to ETP Retail 5,710,922 common units representing limited partner interests in the Partnership (the “ETP Dropdown Unit Consideration”). The ETP Dropdown was funded with borrowings under a term loan agreement. The ETP Dropdown Unit Consideration was issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act. The acquisitions of Sunoco LLC and Sunoco Retail were accounted for as transactions between entities under common control. Specifically, the Partnership recognized the acquired assets and assumed liabilities at their respective carrying values with no goodwill created. The Partnership’s results of operations include Sunoco LLC’s and Sunoco Retail’s results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of Sunoco LLC and Sunoco Retail from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its consolidated statement of operations and comprehensive income to include $2.4 billion of Sunoco LLC revenues and $25 million of net income for the three months ended March 31, 2015, $1.5 billion of Sunoco Retail revenues and $11 million of net income for the twelve months ended December 31, 2015 as well as $5.5 billion of Sunoco LLC and Sunoco Retail revenues and $73 million of net loss for the Successor period from September 1, 2014 through December 31, 2014. The following table summarizes the final recording of assets and liabilities at their respective carrying values as of August 31, 2014 (in millions): Sunoco LLC Sunoco Retail Total Current assets $ 1,107 $ 329 $ 1,436 Property and equipment 384 710 1,094 Goodwill — 1,289 1,289 Intangible assets 182 294 476 Other noncurrent assets 2 — 2 Current liabilities (641 ) (146 ) (787 ) Other noncurrent liabilities (7 ) (340 ) (347 ) Net assets $ 1,027 $ 2,136 $ 3,163 Net deemed contribution (188 ) Cash acquired (24 ) Total cash consideration, net of cash acquired (1) $ 2,951 ________________________________ (1) Total cash consideration, net of cash acquired, includes $775 million paid on April 1, 2015 and $2.2 billion paid on March 31, 2016. Goodwill acquired in connection with the Sunoco LLC and Sunoco Retail acquisitions is non-deductible for tax purposes. Emerge Fuels Business Acquisition On August 31, 2016, we acquired the Emerge fuels business (the “Fuels Business”) from Emerge Energy Services LP (NYSE: EMES) (“Emerge”) for $171 million , inclusive of working capital and other adjustments, which was funded using amounts available under our revolving credit facility. The Fuels Business includes two transmix processing plants with attached refined product terminals located in the Birmingham, Alabama and the Greater Dallas, TX metroplex and engages in the processing of transmix and the distribution of refined fuels. Combined, the plants can process over 10,000 barrels per day of transmix, and the associated terminals have over 800,000 barrels of storage capacity. Management, with the assistance of a third party valuation firm, determined the preliminary assessment of fair value of assets and liabilities at the date of the Fuels Business acquisition. We determined the preliminary value of goodwill by giving consideration to the following qualitative factors: • synergies created through increased fuel purchasing advantages and integration with our existing wholesale business; • strategic advantages of owning transmix processing plants and increasing our terminal capacity; and • competitors processing transmix in the geographic region. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The following table summarizes the preliminary recording of assets and liabilities at their respective carrying values as of the date presented (in millions): August 31, 2016 Current assets $ 26 Property and equipment 49 Goodwill 55 Intangible assets 57 Current liabilities (16 ) Net assets 171 Cash acquired — Total cash consideration, net of cash acquired $ 171 Goodwill acquired in connection with the Emerge acquisition is deductible for tax purposes. Other Acquisitions On October 12, 2016, we completed the acquisition of convenience store, wholesale motor fuel distribution, and commercial fuels distribution businesses serving East Texas and Louisiana from Denny Oil Company (“Denny”) for approximately $55 million . This acquisition included six company-owned and operated locations, six company-owned and dealer operated locations, wholesale fuel supply contracts for a network of independent dealer-owned and dealer-operated locations, and a commercial fuels business in the Eastern Texas and Louisiana markets. As part of the acquisition, we acquired 13 fee properties, which included the six company operated locations, six dealer operated locations, and a bulk plant and an office facility. This transaction was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values on the purchase date. Management, with the assistance of a third party valuation firm, is in the process of evaluating the initial purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The acquisition preliminarily increased goodwill by $18 million . On June 22, 2016, we acquired 14 convenience stores and the wholesale fuel business in the Austin, Houston, and Waco, Texas markets from Kolkhorst Petroleum Inc. for $39 million . The convenience stores acquired include 5 fee properties and 9 leased properties, all of which are company operated. The Kolkhorst acquisition also included supply contracts with dealer-owned and operated sites. This acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values on the purchase date. Management, with the assistance of a third party valuation firm, is reviewing the initial valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The acquisition preliminarily increased goodwill by $19 million . On June 22, 2016, we acquired 18 convenience stores serving the upstate New York market from Valentine Stores, Inc. (“Valentine”) for $78 million . This acquisition included 19 fee properties (of which 18 are company operated convenience stores and one is a standalone Tim Hortons), one leased Tim Hortons property and three raw tracts of land in fee for future store development. This acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values on the purchase date. Management, with the assistance of a third party valuation firm, is reviewing the initial valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The acquisition preliminarily increased goodwill by $42 million . The other acquisitions, including Denny, Kolkhorst and Valentine, were all assets acquisitions, and any goodwill created from these acquisitions is deductible for tax purposes. |
Accounts Receivable, net
Accounts Receivable, net | 3 Months Ended |
Mar. 31, 2017 | |
Accounts Receivable, Net [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable, net, consisted of the following: March 31, December 31, (in millions) Accounts receivable, trade $ 242 $ 361 Credit card receivables 145 133 Vendor receivables for rebates, branding, and other 24 21 Other receivables 34 27 Allowance for doubtful accounts (3 ) (3 ) Accounts receivable, net $ 442 $ 539 |
Inventories, net
Inventories, net | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net, consisted of the following: March 31, December 31, (in millions) Fuel-retail $ 52 $ 58 Fuel-wholesale 313 364 Fuel-consignment 4 5 Merchandise 120 123 Equipment and maintenance spare parts 12 13 Other 11 10 Inventories, net $ 512 $ 573 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net, consisted of the following: March 31, December 31, (in millions) Land $ 1,129 $ 1,105 Buildings and leasehold improvements 1,487 1,491 Equipment 1,141 1,141 Construction in progress 267 294 Total property and equipment 4,024 4,031 Less: accumulated depreciation 725 658 Property and equipment, net $ 3,299 $ 3,373 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Intangible Assets, net Goodwill Goodwill represents the excess of the purchase price of an acquired entity over the amounts allocated to the assets acquired and liabilities assumed in a business combination. At March 31, 2017 and December 31, 2016 we had $2.6 billion of goodwill recorded in conjunction with past business combinations. Goodwill is not amortized, but is tested annually for impairment, or more frequently if events and circumstances indicate that the asset might be impaired. In accordance with ASC 350-20-35 “ Goodwill - Subsequent Measurements ”, during the fourth quarter of 2016 , we performed goodwill impairment tests on our reporting units and recognized a goodwill impairment charge of $642 million on our retail reporting unit primarily due to changes in assumptions related to projected future revenues and cash flows from the dates the goodwill was originally recorded. During 2017 , we continued our evaluation of the Denny and Emerge's purchase accounting analysis with the assistance of a third party valuation firm. As of March 31, 2017 , we evaluated potential impairment indicators. We believe no impairment events occurred during the first quarter of 2017 , and we believe the assumptions used in the analysis performed in 2016 are still relevant and indicative of our current operating environment. As a result, no impairment was recorded to goodwill during the period from January 1, 2017 through March 31, 2017 . Other Intangible Assets Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following: March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value (in millions) Indefinite-lived Tradenames $ 761 $ 7 $ 754 $ 752 $ 7 $ 745 Contractual rights 43 — 43 43 — 43 Liquor licenses 16 — 16 16 — 16 Finite-lived Customer relations including supply agreements 673 221 452 631 208 423 Favorable leasehold arrangements, net 22 6 16 23 6 17 Loan origination costs 10 5 5 10 4 6 Other intangibles 10 4 6 7 2 5 Intangible assets, net $ 1,535 $ 243 $ 1,292 $ 1,482 $ 227 $ 1,255 We review amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of amortizable intangible assets is not recoverable, we reduce the carrying amount of such assets to fair value. We review non-amortizable intangible assets for impairment annually, or more frequently if circumstances dictate. During the fourth quarter of 2016, the Partnership performed impairment tests on our intangible assets and recognized $32 million of impairment charge on our Laredo Taco Company tradename primarily due to decreases in projected future revenues and cash flows from the date the intangible asset was originally recorded. This was driven primarily by changes in our construction plan for new-to-industry sites and decreases in sales volume in oil field producing regions in which we have operations. Customer relations and supply agreements have a remaining weighted-average life of approximately 9 years. Favorable leasehold arrangements have a remaining weighted-average life of approximately 11 years. Non-competition agreements and other intangible assets have a remaining weighted-average life of approximately 12 years. Loan origination costs have a remaining weighted-average life of approximately 3 years. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
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: March 31, December 31, (in millions) Wage and other employee-related accrued expenses $ 43 $ 42 Franchise agreement termination accrual 2 2 Accrued tax expense 176 154 Accrued insurance 14 23 Reserve for environmental remediation, current 4 5 Accrued interest expense 56 39 Deposits and other 76 107 Total $ 371 $ 372 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: March 31, December 31, (in millions) Term Loan $ 1,243 $ 1,243 Sale leaseback financing obligation 116 117 2014 Revolver 761 1,000 6.375% Senior Notes Due 2023 800 800 5.500% Senior Notes Due 2020 600 600 6.250% Senior Notes Due 2021 800 800 Other 24 1 Total debt 4,344 4,561 Less: current maturities 5 5 Less: debt issuance costs 44 47 Long-term debt, net of current maturities $ 4,295 $ 4,509 Term Loan On March 31, 2016, we entered into a senior secured term loan agreement (the “Term Loan”) to finance a portion of the costs associated with the ETP Dropdown. The Term Loan provides secured financing in an aggregate principal amount of up to $2.035 billion , which we borrowed in full. The Partnership used the proceeds to fund a portion of the ETP Dropdown and to pay fees and expenses incurred in connection with the ETP Dropdown and Term Loan. Obligations under the Term Loan are secured equally and ratably with the 2014 Revolver (as defined below) by substantially all tangible and intangible assets of the Partnership and certain of our subsidiaries, subject to certain exceptions and permitted liens. Obligations under the Term Loan are guaranteed by certain of the Partnership’s subsidiaries. In addition, ETP Retail Holdings, LLC (“ETP Retail”), a wholly owned subsidiary of ETP, provided a limited contingent guaranty of collection with respect to the payment of the principal amount of the Term Loan. The maturity date of the Term Loan is October 1, 2019. The Partnership is not required to make any amortization payments with respect to the loans under the Term Loan. Amounts borrowed under the Term Loan bear interest at either LIBOR or base rate plus an applicable margin based on the election of the Partnership for each interest period. Until the Partnership first receives an investment grade rating, the applicable margin for LIBOR rate loans ranges from 1.500% to 3.000% and the applicable margin for base rate loans ranges from 0.500% to 2.000% , in each case based on the Partnership’s Leverage Ratio (as defined in the Term Loan). The Term Loan requires the Partnership to maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through December 31, 2017, 6.75 to 1.0, (ii) as of March 31, 2018, 6.5 to 1.0, (iii) as of June 30, 2018, 6.25 to 1.0, (iv) as of September 30, 2018, 6.0 to 1.0, (v) as of December 31, 2018, 5.75 to 1.0 and (vi) thereafter, 5.5 to 1.0 (in the case of the quarter ending March 31, 2019 and thereafter, subject to increases to 6.0 to 1.0 in connection with certain specified acquisitions in excess of $50 million , as permitted under the Term Loan). On January 31, 2017, the Partnership entered into a limited waiver to the Term Loan (the “Term Loan Waiver”). Under the Term Loan Waiver, the Agents and lenders party thereto waived and deemed remedied, among other matters, the miscalculations of the Partnership’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the Term Loan from December 21, 2016 through the effective date of the Term Loan Waiver. The incremental interest owed was remedied prior to the effectiveness of the Term Loan Waiver. As a result of the restatement of the compliance certificates for the fiscal quarter ended September 30, 2016 delivered in connection with the Term Loan Waiver, the margin applicable to the obligations under the Term Loan increased from (i) 2.75% in respect of LIBOR rate loans and 1.75% in respect of base rate loans to (ii) 3.00% in respect of LIBOR rate loans and 2.00% in respect of base rate loans, until the delivery of the next compliance certificates. The Partnership may voluntarily prepay borrowings under the Term Loan at any time without premium or penalty, subject to any applicable breakage costs for loans bearing interest at LIBOR. Under certain circumstances, the Partnership is required to repay borrowings under the Term Loan in connection with the issuance by the Partnership of certain types of indebtedness for borrowed money. The Term Loan also includes certain (i) representations and warranties, (ii) affirmative covenants, including delivery of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, payment of material taxes and other claims, maintenance of properties and insurance, access to properties and records for inspection by administrative agent and lenders, further assurances and provision of additional guarantees and collateral, (iii) negative covenants, including restrictions on the Partnership and our restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make loans, advances or investments, pay dividends, sell or otherwise transfer assets or enter into transactions with shareholders or affiliates, and (iv) events of default, in each case substantively similar to the representations and warranties, affirmative and negative covenants and events of default in the Partnership’s 2014 Revolver (as defined below). During the continuance of an event of default, the lenders under the Term Loan may take a number of actions, including declaring the entire amount then outstanding under the Term Loan due and payable. As of March 31, 2017 , the balance on the Term Loan was $1.2 billion . The Partnership was in compliance with all financial covenants at March 31, 2017 . 6.250% Senior Notes Due 2021 On April 7, 2016, we and certain of our wholly owned subsidiaries, including SUN Finance (together with the Partnership, the “2021 Issuers”), completed a private offering of $800 million 6.250% senior notes due 2021 (the “2021 Senior Notes”). The terms of the 2021 Senior Notes are governed by an indenture dated April 7, 2016, among the 2021 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2021 Guarantors”) and U.S. Bank National Association, as trustee. The 2021 Senior Notes will mature on April 15, 2021 and interest is payable semi-annually on April 15 and October 15 of each year, commencing October 15, 2016. The 2021 Senior Notes are senior obligations of the 2021 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries and certain of its future subsidiaries. The 2021 Senior Notes and guarantees are unsecured and rank equally with all of the 2021 Issuers’ and each 2021 Guarantor’s existing and future senior obligations. The 2021 Senior Notes and guarantees are effectively subordinated to the 2021 Issuers’ and each 2021 Guarantor’s secured obligations, including obligations under the Partnership’s 2014 Revolver (as defined below), to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2021 Senior Notes. ETC M-A Acquisition LLC (“ETC M-A”), a subsidiary of ETP Retail, guarantees collection to the 2021 Issuers with respect to the payment of the principal amount of the 2021 Senior Notes. ETC M-A is not subject to any of the covenants under the 2021 Indenture. Net proceeds of approximately $789 million were used to repay a portion of the borrowings outstanding under our Term Loan. In connection with the issuance of the 2021 Senior Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2021 Senior Notes for an issue of registered notes with terms substantively identical to the 2021 Senior Notes on or before April 7, 2017. The exchange offer was completed on October 4, 2016. 5.500% Senior Notes Due 2020 On July 20, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2020 Issuers”), completed a private offering of $600 million 5.500% senior notes due 2020 (the “2020 Senior Notes”). The terms of the 2020 Senior Notes are governed by an indenture dated July 20, 2015 (the “2020 Indenture”), among the 2020 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2020 Guarantors”) and U.S. Bank National Association, as trustee (the “2020 Trustee”). The 2020 Senior Notes will mature on August 1, 2020 and interest is payable semi-annually on February 1 and August 1 of each year, commencing February 1, 2016. The 2020 Senior Notes are senior obligations of the 2020 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2020 Senior Notes and guarantees are unsecured and rank equally with all of the 2020 Issuers’ and each 2020 Guarantor’s existing and future senior obligations. The 2020 Senior Notes and guarantees are effectively subordinated to the 2020 Issuers’ and each 2020 Guarantor’s secured obligations, including obligations under the Partnership’s 2014 Revolver (as defined below), to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2020 Senior Notes. Net proceeds of approximately $593 million were used to fund a portion of the cash consideration of the Susser Acquisition, through which we acquired 100% of the issued and outstanding shares of capital stock of Susser from Heritage Holdings, Inc., a wholly owned subsidiary of ETP, and ETP Holdco Corporation, a wholly owned subsidiary of ETP, on July 31, 2015. In connection with our issuance of the 2020 Senior Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2020 Senior Notes for an issue of registered notes with terms substantively identical to the 2020 Senior Notes on or before July 20, 2016. The exchange offer was completed on October 4, 2016 and we paid the holders of the 2020 Senior Notes an aggregate of $0.3 million in liquidated damages in the form of additional interest as a result of the delayed registration. 6.375% Senior Notes Due 2023 On April 1, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2023 Issuers”), completed a private offering of $800 million 6.375% senior notes due 2023 (the “2023 Senior Notes”). The terms of the 2023 Senior Notes are governed by an indenture dated April 1, 2015 (the “2023 Indenture”), among the 2023 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2023 Guarantors”) and U.S. Bank National Association, as trustee (the “2023 Trustee”). The 2023 Senior Notes will mature on April 1, 2023 and interest is payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2015. The 2023 Senior Notes are senior obligations of the 2023 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2023 Senior Notes and guarantees are unsecured and rank equally with all of the 2023 Issuers’ and each 2023 Guarantor’s existing and future senior obligations. The 2023 Senior Notes and guarantees are effectively subordinated to the 2023 Issuers’ and each 2023 Guarantor’s secured obligations, including obligations under the Partnership’s 2014 Revolver (as defined below), to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2023 Senior Notes. ETC M-A guarantees collection to the 2023 Issuers with respect to the payment of the principal amount of the 2023 Senior Notes. ETC M-A is not subject to any of the covenants under the 2023 Indenture. Net proceeds of approximately $787 million were used to fund the Sunoco Cash Consideration and to repay borrowings under our 2014 Revolver (as defined below). In connection with our issuance of the 2023 Senior Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2023 Senior Notes for an issue of registered notes with terms substantively identical to the 2023 Senior Notes on or before April 1, 2016. The exchange offer was completed on October 4, 2016 and we paid the holders of the 2023 Senior Notes an aggregate of $2 million in liquidated damages in the form of additional interest as a result of the delayed registration. Revolving Credit Agreement On September 25, 2014, we entered into a $1.25 billion revolving credit facility (the “2014 Revolver”) among the Partnership, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swingline lender and an LC issuer. Proceeds from the revolving credit facility were used to pay off the Partnership’s then-existing revolving credit facility entered into on September 25, 2012. On April 10, 2015, we received a $250 million increase in commitments under the 2014 Revolver and, as a result, we are permitted to borrow up to $1.5 billion on a revolving credit basis. The 2014 Revolver expires on September 25, 2019 (which date may be extended in accordance with the terms of the 2014 Revolver). Borrowings under the 2014 Revolver bear interest at a base rate (a rate based off of the higher of (i) the Federal Funds Rate (as defined in the revolving credit facility) plus 0.500% , (ii) Bank of America’s prime rate or (iii) one-month LIBOR (as defined in the 2014 Revolver) plus 1.000% ) or LIBOR, in each case plus an applicable margin ranging from 1.500% to 3.000% , in the case of a LIBOR loan, or from 0.500% to 2.000% , in the case of a base rate loan (determined with reference to the Partnership’s Leverage Ratio (as defined in the 2014 Revolver)). Upon the first achievement by the Partnership of an investment grade credit rating, the applicable margin will decrease to a range of 1.125% to 2.000% , in the case of a LIBOR loan, or from 0.125% to 1.000% , in the case of a base rate loan (determined with reference to the credit rating for the Partnership’s senior, unsecured, non-credit enhanced long-term debt). Interest is payable quarterly if the base rate applies, at the end of the applicable interest period if LIBOR applies and at the end of the month if daily floating LIBOR applies. In addition, the unused portion of the revolving credit facility will be subject to a commitment fee ranging from 0.250% to 0.500% , based on the Partnership’s Leverage Ratio. Upon the first achievement by the Partnership of an investment grade credit rating, the commitment fee will decrease to a range of 0.125% to 0.275% , based on the Partnership’s credit rating as described above. The 2014 Revolver requires the Partnership to maintain a Leverage Ratio of not more than (i) as of the last day of each fiscal quarter through December 31, 2017, 6.75 to 1.0, (ii) as of March 31, 2018, 6.5 to 1.0, (iii) as of June 30, 2018, 6.25 to 1.0, (iv) as of September 30, 2018, 6.0 to 1.0, (v) as of December 31, 2018, 5.75 to 1.0 and (vi) thereafter, 5.5 to 1.0 (in the case of the quarter ending March 31, 2019 and thereafter, subject to increases to 6.0 to 1.0 in connection with certain specified acquisitions in excess of $50 million , as permitted under the 2014 Revolver. On January 31, 2017, the Partnership entered into a limited waiver (the “Revolver Waiver”) of the 2014 Revolver. Under the Revolver Waiver, the Agents and lenders party thereto waived and deemed remedied, among other matters, the miscalculations of the Partnership’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the 2014 Revolver from December 21, 2016 through the effective date of the Revolver Waiver. The incremental interest owed was remedied prior to the effectiveness of the Revolver Waiver. As a result of the restatement of the compliance certificates for the fiscal quarter ended September 30, 2016 delivered in connection with the Revolver Waiver, the margin applicable to the obligations under the 2014 Revolver increased from (i) 2.75% in respect of LIBOR rate loans and 1.75% in respect of base rate loans to (ii) 3.00% in respect of LIBOR rate loans and 2.00% in respect of base rate loans, until the delivery of the next compliance certificates. Indebtedness under the 2014 Revolver is secured by a security interest in, among other things, all of the Partnership’s present and future personal property and all of the present and future personal property of its guarantors, the capital stock of its material subsidiaries (or 66% of the capital stock of material foreign subsidiaries), and any intercompany debt. Upon the first achievement by the Partnership of an investment grade credit rating, all security interests securing borrowings under the revolving credit facility will be released. Indebtedness incurred under the 2014 Revolver is secured on a pari passu basis with the indebtedness incurred under the Term Loan pursuant to a collateral trust arrangement whereby a financial institution agrees to act as common collateral agent for all pari passu indebtedness. As of March 31, 2017 , the balance on the 2014 Revolver was $761 million , and $21 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at March 31, 2017 was $718 million . The Partnership was in compliance with all financial covenants at March 31, 2017 . Sale Leaseback Financing Obligation On April 4, 2013, Mid-Atlantic Convenience Stores, LLC (“MACS”) completed a sale leaseback transaction with two separate companies for 50 of its dealer operated sites. As MACS did not meet the criteria for sale leaseback accounting, this transaction was accounted for as a financing arrangement over the course of the lease agreement. The obligations mature in varying dates through 2033, require monthly interest and principal payments, and bear interest at 5.125% . The obligation related to this transaction is included in long-term debt and the balance outstanding as of March 31, 2017 was $116 million . Fair Value Measurements We use fair value measurements to measure, among other items, purchased assets, investments, leases and derivative contracts. We also use them to assess impairment of properties, equipment, intangible assets and goodwill. An asset's fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters, or is derived from such prices or parameters. Where observable prices or inputs are not available, unobservable prices or inputs are used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued. ASC 820 “ Fair Value Measurements and Disclosures” prioritizes the inputs used in measuring fair value into the following hierarchy: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; Level 3 Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. The estimated fair value of debt is calculated using Level 2 inputs. The fair value of debt as of March 31, 2017 , is estimated to be approximately $4.4 billion , based on outstanding balances as of the end of the period using current interest rates for similar securities. |
Other noncurrent liabilities Ot
Other noncurrent liabilities Other noncurrent liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Other Noncurrent Liabilities [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Noncurrent [Text Block] | Other noncurrent liabilities consisted of the following: March 31, December 31, 2016 (in millions) Accrued straight-line rent $ 11 $ 10 Reserve for underground storage tank removal 58 53 Reserve for environmental remediation, long-term 33 35 Unfavorable lease liability 28 30 Others 48 36 Total $ 178 $ 164 |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions We are party to the following fee-based commercial agreements with various affiliates of ETP: • Philadelphia Energy Solutions Products Purchase Agreements – two related products purchase agreements, one with Philadelphia Energy Solutions Refining & Marketing (“PES”) and one with PES’s product financier Merrill Lynch Commodities; both purchase agreements contain 12 -month terms that automatically renew for consecutive 12 -month terms until either party cancels with notice. ETP Retail owns a noncontrolling interest in the parent of PES. • Sunoco Logistics Partners L.P. (“SXL”) Transportation and Terminalling Contracts – various agreements with subsidiaries of SXL for pipeline, terminalling and storage services. We also have agreements with subsidiaries of SXL for the purchase and sale of fuel. SXL is a consolidated subsidiary of ETP. In April 2017, ETP and SXL merged. We are party to the Susser Distribution Contract, a 10 -year agreement under which we are the exclusive distributor of motor fuel at cost (including tax and transportation costs), plus a fixed profit margin of three cents per gallon to Susser’s existing Stripes convenience stores and independently operated consignment locations. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying Consolidated Statements of Operations and Comprehensive Income. We are party to the Sunoco Distribution Contract, a 10 -year agreement under which we are the exclusive distributor of motor fuel to Sunoco Retail’s convenience stores. Pursuant to the agreement, pricing is cost plus a fixed margin of four cents per gallon. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying Consolidated Statements of Operations and Comprehensive Income. In connection with the closing of our IPO on September 25, 2012, we also entered into an Omnibus Agreement with Susser (the “Omnibus Agreement”). Pursuant to the Omnibus Agreement, among other things, the Partnership received a three -year option to purchase from Susser up to 75 of Susser's new or recently constructed Stripes convenience stores at Susser's cost and lease the stores back to Susser at a specified rate for a 15 -year initial term. The Partnership is the exclusive distributor of motor fuel to such stores for a period of 10 years from the date of purchase. During 2015, we completed all 75 sale-leaseback transactions under the Omnibus Agreement. Summary of Transactions Significant affiliate activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income is as follows: • Net advances from affiliates were $1 million and $87 million as of March 31, 2017 and December 31, 2016 , respectively. Advances to and from affiliates are primarily related to the cash management services that affiliates of ETP provide to Sunoco LLC and Sunoco Retail. • Net accounts receivable from affiliates were $13 million and $3 million as of March 31, 2017 and December 31, 2016 , respectively, which are primarily related to motor fuel purchases from us. • Net accounts payable to affiliates was $111 million and $109 million as of March 31, 2017 and December 31, 2016 , respectively, which are related to operational expenses and fuel pipeline purchases. • Wholesale motor fuel sales to affiliates of $21 million and $7 million for the three months ended March 31, 2017 and 2016 , respectively. • Bulk fuel purchases from affiliates of $545 million and $340 million for the three months ended March 31, 2017 and 2016 , respectively, which is included in wholesale motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
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: For the Three Months Ended March 31, 2017 2016 (in millions) Cash rent: Store base rent (1) (2) $ 30 $ 28 Equipment and other rent (3) 4 5 Total cash rent 34 33 Non-cash rent: Straight-line rent — — Capital lease offset — — Net rent expense $ 34 $ 33 ________________________________ (1) Rental income includes sublease rental income totaling $6 million and $6 million for the three months ended March 31, 2017 and 2016 , respectively. (2) Store base rent includes contingent rent expense totaling $5 million and $5 million for the three months ended March 31, 2017 and 2016 , respectively. (3) Equipment and other rent consists primarily of store equipment and vehicles. |
Interest Expense, net
Interest Expense, net | 3 Months Ended |
Mar. 31, 2017 | |
Interest Income (Expense), Net [Abstract] | |
Interest Expense, net | Interest Expense, net Components of net interest expense were as follows: For the Three Months Ended March 31, 2017 2016 (in millions) Interest expense $ 61 $ 27 Amortization of deferred financing fees 4 1 Interest income (1 ) — Interest expense, net $ 64 $ 28 |
Income Tax Expense
Income Tax Expense | 3 Months Ended |
Mar. 31, 2017 | |
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: For the Three Months Ended March 31, 2017 2016 (in million) Tax at statutory federal rate $ (6 ) $ 22 Partnership earnings not subject to tax (10 ) (33 ) State and local tax, net of federal benefit (1 ) 11 Other — 2 Net income tax expense (benefit) $ (17 ) $ 2 |
Partners' Capital
Partners' Capital | 3 Months Ended |
Mar. 31, 2017 | |
Partners' Capital [Abstract] | |
Partners' Capital | Partners' Capital As of March 31, 2017 , Energy Transfer Equity, L.P. (“ETE”) and ETP or their subsidiaries owned all of our 12,000,000 Series A Preferred Units and 45,750,826 common units, which constitutes 46% of our outstanding common units. As of March 31, 2017 , our fully consolidating subsidiaries owned 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”) and the public owned 53,704,891 common units. Series A Preferred Units On March 30, 2017, the Partnership entered into a Series A Preferred Unit Purchase Agreement (the “Purchase Agreement”) with ETE, relating to the issue and sale by the Partnership to ETE of 12,000,000 Series A Preferred Units (the “Preferred Units”) representing limited partner interests in the Partnership at a price per Preferred Unit of $25.00 (the “Offering”). The distribution rate for the Preferred Units is 10.00% , per annum, of the $25.00 liquidation preference per unit (the “Liquidation Preference”) (equal to $2.50 per Preferred Unit per annum) until March 30, 2022, at which point the distribution rate will become a floating rate of 8.00% plus three-month LIBOR of the Liquidation Preference. The Preferred Units are redeemable at any time, and from time to time, in whole or in part, at the Partnership’s option at a price per Preferred Unit equal to the Liquidation Preference plus all accrued and unpaid distributions; provided that, if the Partnership redeems the Preferred Units prior to March 30, 2022, then the Partnership will redeem the Preferred Units at 101% of the Liquidation Preference, plus all accrued and unpaid distributions. The Preferred Units are not entitled to any redemption rights or conversion rights. Holders of Preferred Units will generally have no voting rights except in certain limited circumstances or as required by law. The Preferred Units were issued in a private transaction exempt from registration under section 4(a)(2) of the Securities Act. Distributions on Preferred Units are cumulative beginning March 30, 2017, and payable quarterly in arrears, within 60 days, after the end of each quarter, commencing with the quarter ending June 30, 2017. The pro-rated distribution payable for the thee months ended March 31, 2017 was $0.2 million . The Offering closed on March 30, 2017, and the Partnership received proceeds from the Offering of $300 million , which it used to repay indebtedness under its revolving credit facility. Common Units On October 4, 2016, the Partnership entered into an equity distribution agreement for an at-the-market ("ATM") offering with RBC Capital Markets, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively, the “Managers”). Pursuant to the terms of the equity distribution agreement, the Partnership may sell from time to time through the Managers the Partnership’s common units representing limited partner interests having an aggregate offering price of up to $400 million . The Partnership issued 1,268,750 common units from January 1, 2017 through March 31, 2017 in connection with the ATM for $33 million , net of commissions of $0.3 million . As of March 31, 2017 , $295 million of our common units remained available to be issued under the equity distribution agreement. Activity of our common units for the three months ended March 31, 2017 is as follows: Number of Units Number of common units at December 31, 2016 98,181,046 Common units issued in connection with the ATM 1,268,750 Phantom unit vesting 5,921 Number of common units at March 31, 2017 99,455,717 Allocation of Net Income Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to ETE. The calculation of net income allocated to the partners is as follows (in millions, except per unit amounts): For the Three Months Ended March 31, 2017 2016 Attributable to Common Units Distributions (a) $ 82 $ 78 Distributions in excess of net income (104 ) (40 ) Limited partners' interest in net income (loss) $ (22 ) $ 38 (a) Distributions declared per unit to unitholders as of record date $ 0.8255 $ 0.8173 Class C Units On January 1, 2016, the Partnership issued an aggregate of 16,410,780 Class C Units consisting of (i) 5,242,113 Class C Units that were issued to Aloha as consideration for the contribution by Aloha to an indirect wholly owned subsidiary of the Partnership of all of Aloha’s assets relating to the wholesale supply of fuel and lubricants, and (ii) 11,168,667 Class C Units that were issued to indirect wholly owned subsidiaries of the Partnership in exchange for all outstanding Class A Units held by such subsidiaries. The Class C Units were valued at $38.5856 per Class C Unit (the “Class C Unit Issue Price”), based on the volume-weighted average price of the Partnership’s Common Units for the five -day trading period ending on December 31, 2015. The Class C Units were issued in private transactions exempt from registration under section 4(a)(2) of the Securities Act. Class C Units (i) are not convertible or exchangeable into Common Units or any other units of the Partnership and are non-redeemable; (ii) are entitled to receive distributions of available cash of the Partnership (other than available cash derived from or attributable to any distribution received by the Partnership from PropCo, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries) at a fixed rate equal to $0.8682 per quarter for each Class C Unit outstanding, (iii) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law, (iv) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of PropCo, or the Partnership’s ownership of any indebtedness of PropCo or any of its subsidiaries (“PropCo Items”), (v) will be allocated gross income (other than from PropCo Items) in an amount equal to the cash distributed to the holders of Class C Units and (vi) will be allocated depreciation, amortization and cost recovery deductions as if the Class C Units were Common Units and 1% of certain allocations of net termination gain (other than from PropCo Items). Pursuant to the terms described above, these distributions do not have an impact on the Partnership’s consolidated cash flows and as such, are excluded from total cash distributions and allocation of limited partners’ interest in net income. For the three months ended March 31, 2017 , Class C distributions declared totaled $14 million . Incentive Distribution Rights The following table illustrates the percentage allocations of available cash from operating surplus between our common unitholders and the holder of our incentive distribution rights (“IDRs”) based on the specified target distribution levels, after the payment of distributions to Class C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount.” The percentage interests shown for our common unitholders and our IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. Marginal percentage interest in distributions Total quarterly distribution per Common Unit target amount Common Unitholders Holder of IDRs Minimum Quarterly Distribution $0.4375 100 % — First Target Distribution Above $0.4375 up to $0.503125 100 % — Second Target Distribution Above $0.503125 up to $0.546875 85 % 15 % Third Target Distribution Above $0.546875 up to $0.656250 75 % 25 % Thereafter Above $0.656250 50 % 50 % Cash Distributions Our Partnership Agreement sets forth the calculation used to determine the amount and priority of cash distributions that the common unitholders receive. Cash distributions paid or payable during 2017 were as follows: Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders (in millions, except per unit amounts) May 16, 2017 $ 0.8255 $ 82 $ 21 February 21, 2017 $ 0.8255 $ 81 $ 21 |
Unit-Based Compensation
Unit-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
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: For the Three Months Ended March 31, 2017 2016 (in millions) Phantom common units $ 4 $ 3 Allocated expense from Parent — — Total unit-based compensation expense $ 4 $ 3 Phantom Common Unit Awards The Partnership issues phantom units which have the right to receive distributions prior to vesting. The units vest 60% after three years and 40% after five years. The fair value of these units is the market price of our common units on the grant date, and is amortized over the five-year vesting period using the straight-line method. Unrecognized compensation cost related to our nonvested restricted phantom units totaled $35 million as of March 31, 2017 , which is expected to be recognized over a weighted average period of 4.06 years. The fair value of nonvested phantom units outstanding as of March 31, 2017 totaled $68 million . A summary of our phantom unit award activity is as follows: Number of Phantom Common Units Weighted-Average Grant Date Fair Value Outstanding at December 31, 2015 1,147,048 $ 41.19 Granted 966,337 26.95 Vested (1,240 ) 36.98 Forfeited (98,511 ) 39.77 Outstanding at December 31, 2016 2,013,634 34.43 Granted 20,112 26.27 Vested (8,557 ) 47.96 Forfeited (34,880 ) 36.67 Outstanding at March 31, 2017 1,990,309 $ 34.22 Cash Awards In January 2015, the Partnership granted 30,710 awards that are settled in cash under the terms of the Sunoco LP Long-Term Cash Restricted Unit Plan. An additional 1,000 awards were granted in September 2015. During the three months ended March 31, 2017 , 3,400 units were forfeited. These awards do not have the right to receive distributions prior to vesting. The awards vest 100% after three years . Unrecognized compensation cost related to our nonvested cash awards totaled $0.3 million as of March 31, 2017 , which is expected to be recognized during 2017. The fair value of nonvested cash awards outstanding as of March 31, 2017 totaled $1 million . |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2017 | |
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. We report EBITDA and Adjusted EBITDA by segment as a measure of segment performance. We define EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense. We define Adjusted EBITDA to include adjustments for non-cash compensation expense, gains and losses on disposal of assets and impairment charges, unrealized gains and losses on commodity derivatives and inventory adjustments. Wholesale Segment Our wholesale segment purchases motor fuel primarily from independent refiners and major oil companies and supplies it to our retail segment, to independently-operated dealer stations under long-term supply agreements, and to distributors and other consumers of motor fuel. Also included in the wholesale segment are motor fuel sales to consignment locations and sales and costs related to processing transmix. We distribute motor fuels across more than 30 states throughout the East Coast and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. Sales of fuel from our wholesale segment to our retail segment are delivered at cost plus a profit margin. These amounts are reflected in intercompany eliminations of motor fuel revenue and motor fuel cost of sales. Also included in our wholesale segment is rental income from properties that we lease or sublease. Retail Segment Our retail segment operates branded retail convenience stores across more than 20 states throughout the East Coast and Southeast regions of the United States with a significant presence in Texas, Pennsylvania, New York, Florida, and Hawaii. These stores offer motor fuel, merchandise, foodservice, and a variety of other services including car washes, lottery, automated teller machines, money orders, prepaid phone cards and wireless services. The following tables present financial information by segment for the three months ended March 31, 2017 and 2016 : For the Three Months Ended March 31, 2017 2016 Wholesale Segment Retail Segment Intercompany Eliminations Totals Wholesale Segment Retail Segment Intercompany Eliminations Totals (in millions) Revenue Retail motor fuel $ — $ 1,516 $ 1,516 $ — $ 1,116 $ 1,116 Wholesale motor fuel sales to third parties 2,243 — 2,243 1,496 — 1,496 Wholesale motor fuel sales to affiliates 21 — 21 7 — 7 Merchandise — 540 540 — 524 524 Rental income 19 4 23 19 3 22 Other 13 38 51 18 32 50 Intersegment sales 1,041 35 (1,076 ) — 754 31 (785 ) — Total revenue 3,337 2,133 (1,076 ) 4,394 2,294 1,706 (785 ) 3,215 Gross profit Retail motor fuel — 137 137 — 132 132 Wholesale motor fuel 126 — 126 151 — 151 Merchandise — 170 170 — 166 166 Rental and other 28 42 70 36 26 62 Total gross profit 154 349 503 187 324 511 Total operating expenses 91 364 455 89 330 419 Income (loss) from operations 63 (15 ) 48 98 (6 ) 92 Interest expense, net 20 44 64 12 16 28 Income (loss) before income taxes 43 (59 ) (16 ) 86 (22 ) 64 Income tax expense (benefit) 1 (18 ) (17 ) (1 ) 3 2 Net income (loss) and comprehensive income (loss) $ 42 $ (41 ) $ 1 $ 87 $ (25 ) $ 62 Depreciation, amortization and accretion 22 65 87 17 61 78 Interest expense, net 20 44 64 12 16 28 Income tax expense (benefit) 1 (18 ) (17 ) (1 ) 3 2 EBITDA 85 50 135 115 55 170 Non-cash compensation expense — 4 4 2 1 3 Loss on disposal of assets 2 5 7 — 1 1 Unrealized gain on commodity derivatives (5 ) — (5 ) (3 ) — (3 ) Inventory adjustments 13 1 14 (11 ) (1 ) (12 ) Adjusted EBITDA $ 95 $ 60 $ 155 $ 103 $ 56 $ 159 Capital expenditures $ 12 $ 54 $ 66 $ 37 $ 59 $ 96 Total assets as of March 31, 2017 and December 31, 2016, respectively $ 2,934 $ 5,520 $ 8,454 $ 3,201 $ 5,500 $ 8,701 |
Net Income per Unit
Net Income per Unit | 3 Months Ended |
Mar. 31, 2017 | |
Net Income Per Unit [Abstract] | |
Net Income per Unit | Net Income per Unit Net income per unit applicable to limited partners is computed by dividing limited partners’ interest in net income by the weighted‑average number of outstanding common units. Our net income is allocated to the limited partners in accordance with their respective partnership percentages, after giving effect to any priority income allocations for incentive distributions and distributions on employee unit awards. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit. In addition to the common units, we identify the IDRs as participating securities and use the two-class method when calculating net income per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, consisting of unvested phantom units. A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows: For the Three Months Ended March 31, 2017 2016 (in millions, except units and per unit amounts) Net income and comprehensive income $ 1 $ 62 Less: Incentive distribution rights 21 20 Distributions on nonvested phantom unit awards 2 1 Limited partners' interest in net income (loss) $ (22 ) $ 41 Weighted average limited partner units outstanding: Common - basic 98,609,608 87,453,333 Common - equivalents 106,350 21,354 Common - diluted 98,715,958 87,474,687 Net income (loss) per limited partner unit: Common - basic and diluted $ (0.22 ) $ 0.47 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 6, 2017, certain subsidiaries of the Partnership (collectively, the “Sellers”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with 7-Eleven, Inc., a Texas corporation (“7-Eleven”) and SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (“SEI Fuel,” and, together with 7-Eleven, referred to herein collectively as “Buyers”). Pursuant to the Purchase Agreement, Sellers have agreed to sell a portfolio of approximately 1,100 company-operated retail fuel outlets in 19 geographic regions, together with ancillary businesses and related assets, including the Laredo Taco Company (the “Business”), for an aggregate purchase price of $3.3 billion , payable in cash, plus the value of inventory at the closing of the transactions contemplated by the Purchase Agreement (the “Closing”) and the assumption of certain liabilities related to the Business by Buyers. The purchase price is subject to certain adjustments, including (i) those relating to specified items that arise during post-signing due diligence and inspections and (ii) individual properties not ultimately being acquired by Buyers due to the failure to obtain necessary third party consents or waivers or because either Buyers or Sellers exercise their respective rights, under certain circumstances, to cause a specific property to be excluded from the transaction. In addition, each of the Partnership and Sunoco LLC have guaranteed Sellers’ obligations under the Purchase Agreement and related ancillary agreements pursuant to a guarantee agreement (the “Guarantee Agreement”) entered into in connection with the Purchase Agreement. In connection with the Closing, Sellers and Buyers and their respective affiliates will enter into a number of ancillary agreements, including a 15-year “take-or-pay” fuel supply agreement between Sunoco LLC and SEI Fuel. The Closing is expected to occur in the fourth quarter of 2017, and is subject to the satisfaction or waiver of customary closing conditions for a transaction of this type, including the receipt of any approvals required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. With the assistance of a third-party brokerage firm, we have begun marketing efforts with respect to approximately 208 Stripes sites located in certain West Texas, Oklahoma and New Mexico markets in which 7-Eleven is prohibited from operating convenience stores. Our broker is also assisting us in marketing approximately 42 convenience stores in Tennessee and Georgia. These properties will be sold by market in an “all or nothing” format, with bids expected to be due by late May 2017. If the 42 sites in Tennessee and Georgia are not sold in connection with this process, per the Asset Purchase Agreement with 7-Eleven they will be included in the transaction and sold to 7-Eleven. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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 $288 million and $285 million for the three months ended March 31, 2017 and 2016 , respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements FASB ASU No. 2014-09. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2014-09, " Revenue from Contracts with Customers (Topic 606) " (“ASU 2014-09”), which clarifies the principles for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB deferred the effective date of ASU 2014-09, which is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catchup transition method). The Partnership expects to adopt ASU 2014-09 in the first quarter of 2018 and will apply the cumulative catch-up transition method. We are in the process of evaluating our revenue contracts by segment and fee type to determine the potential impact of adopting the new standards. At this point in our evaluation process, we have determined that the timing and/or amount of revenue that we recognize on certain contracts will be impacted by the adoption of the new standard; however, we are still in the process of quantifying these impacts and cannot say whether or not they would be material to our financial statements. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us. FASB ASU No. 2016-02. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 “ Leases (Topic 842) ” which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures. We are in the process of evaluating our lease contracts to determine the potential impact of adopting the new standards. At this point in our evaluation process, we have determined that the timing and/or amount of lease assets and lease liabilities that we recognize on certain contracts will be impacted by the adoption of the new standard; however, we are still in the process of quantifying these impacts and cannot say whether or not they would be material to our financial statements. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us. FASB ASU No. 2016-15. In August 2016, the FASB issued ASU No. 2016-15 “ Statement of Cash Flows (Topic 230) ” which institutes a number of modifications to presentation and classification of certain cash receipts and cash payments in the statement of cash flows. These modifications include (a) debt prepayment or debt extinguishment costs, (b) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (c) contingent consideration payments made after a business combination, (d) proceeds received from the settlement of insurance claims, (e) proceeds from the settlement of corporate-owned life insurance policies, (f) distributions received from equity method investees, (g) beneficial interest obtained in a securitization of financial assets, (h) separately identifiable cash flows and application of the predominance principle. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated statements of cash flows and related disclosures. FASB ASU No. 2017-04. In January 2017, the FASB issued ASU No. 2017-04 “ Intangibles-Goodwill and other (Topic 350): Simplifying the test for goodwill impairment ”. The amendments in this update remove the second step of the two-step test currently required by Topic 350. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We expect that our adoption of this standard will change our approach for testing goodwill for impairment; however, this standard requires prospective application and therefore will only impact periods subsequent to adoption. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 August 31, 2014 (in millions): Sunoco LLC Sunoco Retail Total Current assets $ 1,107 $ 329 $ 1,436 Property and equipment 384 710 1,094 Goodwill — 1,289 1,289 Intangible assets 182 294 476 Other noncurrent assets 2 — 2 Current liabilities (641 ) (146 ) (787 ) Other noncurrent liabilities (7 ) (340 ) (347 ) Net assets $ 1,027 $ 2,136 $ 3,163 Net deemed contribution (188 ) Cash acquired (24 ) Total cash consideration, net of cash acquired (1) $ 2,951 ________________________________ (1) Total cash consideration, net of cash acquired, includes $775 million paid on April 1, 2015 and $2.2 billion paid on March 31, 2016. |
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 millions): August 31, 2016 Current assets $ 26 Property and equipment 49 Goodwill 55 Intangible assets 57 Current liabilities (16 ) Net assets 171 Cash acquired — Total cash consideration, net of cash acquired $ 171 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net, consisted of the following: March 31, December 31, (in millions) Accounts receivable, trade $ 242 $ 361 Credit card receivables 145 133 Vendor receivables for rebates, branding, and other 24 21 Other receivables 34 27 Allowance for doubtful accounts (3 ) (3 ) Accounts receivable, net $ 442 $ 539 |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories, net, consisted of the following: March 31, December 31, (in millions) Fuel-retail $ 52 $ 58 Fuel-wholesale 313 364 Fuel-consignment 4 5 Merchandise 120 123 Equipment and maintenance spare parts 12 13 Other 11 10 Inventories, net $ 512 $ 573 |
Property And Equipment, net (Ta
Property And Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net, consisted of the following: March 31, December 31, (in millions) Land $ 1,129 $ 1,105 Buildings and leasehold improvements 1,487 1,491 Equipment 1,141 1,141 Construction in progress 267 294 Total property and equipment 4,024 4,031 Less: accumulated depreciation 725 658 Property and equipment, net $ 3,299 $ 3,373 |
Goodwill and Other Intangible31
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value (in millions) Indefinite-lived Tradenames $ 761 $ 7 $ 754 $ 752 $ 7 $ 745 Contractual rights 43 — 43 43 — 43 Liquor licenses 16 — 16 16 — 16 Finite-lived Customer relations including supply agreements 673 221 452 631 208 423 Favorable leasehold arrangements, net 22 6 16 23 6 17 Loan origination costs 10 5 5 10 4 6 Other intangibles 10 4 6 7 2 5 Intangible assets, net $ 1,535 $ 243 $ 1,292 $ 1,482 $ 227 $ 1,255 |
Accrued Expenses and Other Cu32
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Current accrued expenses and other current liabilities consisted of the following: March 31, December 31, (in millions) Wage and other employee-related accrued expenses $ 43 $ 42 Franchise agreement termination accrual 2 2 Accrued tax expense 176 154 Accrued insurance 14 23 Reserve for environmental remediation, current 4 5 Accrued interest expense 56 39 Deposits and other 76 107 Total $ 371 $ 372 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: March 31, December 31, (in millions) Term Loan $ 1,243 $ 1,243 Sale leaseback financing obligation 116 117 2014 Revolver 761 1,000 6.375% Senior Notes Due 2023 800 800 5.500% Senior Notes Due 2020 600 600 6.250% Senior Notes Due 2021 800 800 Other 24 1 Total debt 4,344 4,561 Less: current maturities 5 5 Less: debt issuance costs 44 47 Long-term debt, net of current maturities $ 4,295 $ 4,509 |
Other noncurrent liabilities (T
Other noncurrent liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Change of asset retirement obligations [Abstract] | |
Other Noncurrent Liabilities [Table Text Block] | March 31, December 31, 2016 (in millions) Accrued straight-line rent $ 11 $ 10 Reserve for underground storage tank removal 58 53 Reserve for environmental remediation, long-term 33 35 Unfavorable lease liability 28 30 Others 48 36 Total $ 178 $ 164 |
Schedule of Change in Asset Retirement Obligation [Table Text Block] | March 31, December 31, 2016 (in millions) Accrued straight-line rent $ 11 $ 10 Reserve for underground storage tank removal 58 53 Reserve for environmental remediation, long-term 33 35 Unfavorable lease liability 28 30 Others 48 36 Total $ 178 $ 164 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
Schedule of Rent Expense | Net rent expense consisted of the following: For the Three Months Ended March 31, 2017 2016 (in millions) Cash rent: Store base rent (1) (2) $ 30 $ 28 Equipment and other rent (3) 4 5 Total cash rent 34 33 Non-cash rent: Straight-line rent — — Capital lease offset — — Net rent expense $ 34 $ 33 ________________________________ (1) Rental income includes sublease rental income totaling $6 million and $6 million for the three months ended March 31, 2017 and 2016 , respectively. (2) Store base rent includes contingent rent expense totaling $5 million and $5 million for the three months ended March 31, 2017 and 2016 , respectively. (3) Equipment and other rent consists primarily of store equipment and vehicles. |
Interest Expense, net (Tables)
Interest Expense, net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Interest Income (Expense), Net [Abstract] | |
Schedule of Interest Expense Net | nterest expense were as follows: For the Three Months Ended March 31, 2017 2016 (in millions) Interest expense $ 61 $ 27 Amortization of deferred financing fees 4 1 Interest income (1 ) — Interest expense, net $ 64 $ 28 |
Income Tax Expense (Tables)
Income Tax Expense (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: For the Three Months Ended March 31, 2017 2016 (in million) Tax at statutory federal rate $ (6 ) $ 22 Partnership earnings not subject to tax (10 ) (33 ) State and local tax, net of federal benefit (1 ) 11 Other — 2 Net income tax expense (benefit) $ (17 ) $ 2 |
Partners' Capital (Tables)
Partners' Capital (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Partners' Capital [Abstract] | |
Schedule of Common Units | Activity of our common units for the three months ended March 31, 2017 is as follows: Number of Units Number of common units at December 31, 2016 98,181,046 Common units issued in connection with the ATM 1,268,750 Phantom unit vesting 5,921 Number of common units at March 31, 2017 99,455,717 |
Schedule of Net Income Allocation By Partners | The calculation of net income allocated to the partners is as follows (in millions, except per unit amounts): For the Three Months Ended March 31, 2017 2016 Attributable to Common Units Distributions (a) $ 82 $ 78 Distributions in excess of net income (104 ) (40 ) Limited partners' interest in net income (loss) $ (22 ) $ 38 (a) Distributions declared per unit to unitholders as of record date $ 0.8255 $ 0.8173 |
Schedule of Incentive Distribution Rights to Limited Partners | Marginal percentage interest in distributions Total quarterly distribution per Common Unit target amount Common Unitholders Holder of IDRs Minimum Quarterly Distribution $0.4375 100 % — First Target Distribution Above $0.4375 up to $0.503125 100 % — Second Target Distribution Above $0.503125 up to $0.546875 85 % 15 % Third Target Distribution Above $0.546875 up to $0.656250 75 % 25 % Thereafter Above $0.656250 50 % 50 % |
Distributions Made to Limited Partner, by Distribution | ash distributions paid or payable during 2017 were as follows: Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders (in millions, except per unit amounts) May 16, 2017 $ 0.8255 $ 82 $ 21 February 21, 2017 $ 0.8255 $ 81 $ 21 |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: For the Three Months Ended March 31, 2017 2016 (in millions) Phantom common units $ 4 $ 3 Allocated expense from Parent — — Total unit-based compensation expense $ 4 $ 3 |
Schedule of Nonvested Share Activity | A summary of our phantom unit award activity is as follows: Number of Phantom Common Units Weighted-Average Grant Date Fair Value Outstanding at December 31, 2015 1,147,048 $ 41.19 Granted 966,337 26.95 Vested (1,240 ) 36.98 Forfeited (98,511 ) 39.77 Outstanding at December 31, 2016 2,013,634 34.43 Granted 20,112 26.27 Vested (8,557 ) 47.96 Forfeited (34,880 ) 36.67 Outstanding at March 31, 2017 1,990,309 $ 34.22 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables present financial information by segment for the three months ended March 31, 2017 and 2016 : For the Three Months Ended March 31, 2017 2016 Wholesale Segment Retail Segment Intercompany Eliminations Totals Wholesale Segment Retail Segment Intercompany Eliminations Totals (in millions) Revenue Retail motor fuel $ — $ 1,516 $ 1,516 $ — $ 1,116 $ 1,116 Wholesale motor fuel sales to third parties 2,243 — 2,243 1,496 — 1,496 Wholesale motor fuel sales to affiliates 21 — 21 7 — 7 Merchandise — 540 540 — 524 524 Rental income 19 4 23 19 3 22 Other 13 38 51 18 32 50 Intersegment sales 1,041 35 (1,076 ) — 754 31 (785 ) — Total revenue 3,337 2,133 (1,076 ) 4,394 2,294 1,706 (785 ) 3,215 Gross profit Retail motor fuel — 137 137 — 132 132 Wholesale motor fuel 126 — 126 151 — 151 Merchandise — 170 170 — 166 166 Rental and other 28 42 70 36 26 62 Total gross profit 154 349 503 187 324 511 Total operating expenses 91 364 455 89 330 419 Income (loss) from operations 63 (15 ) 48 98 (6 ) 92 Interest expense, net 20 44 64 12 16 28 Income (loss) before income taxes 43 (59 ) (16 ) 86 (22 ) 64 Income tax expense (benefit) 1 (18 ) (17 ) (1 ) 3 2 Net income (loss) and comprehensive income (loss) $ 42 $ (41 ) $ 1 $ 87 $ (25 ) $ 62 Depreciation, amortization and accretion 22 65 87 17 61 78 Interest expense, net 20 44 64 12 16 28 Income tax expense (benefit) 1 (18 ) (17 ) (1 ) 3 2 EBITDA 85 50 135 115 55 170 Non-cash compensation expense — 4 4 2 1 3 Loss on disposal of assets 2 5 7 — 1 1 Unrealized gain on commodity derivatives (5 ) — (5 ) (3 ) — (3 ) Inventory adjustments 13 1 14 (11 ) (1 ) (12 ) Adjusted EBITDA $ 95 $ 60 $ 155 $ 103 $ 56 $ 159 Capital expenditures $ 12 $ 54 $ 66 $ 37 $ 59 $ 96 Total assets as of March 31, 2017 and December 31, 2016, respectively $ 2,934 $ 5,520 $ 8,454 $ 3,201 $ 5,500 $ 8,701 |
Net Income per Unit (Tables)
Net Income per Unit (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Net Income Per Unit [Abstract] | |
Schedule of Net Income per Unit, Basic and Diluted | A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows: For the Three Months Ended March 31, 2017 2016 (in millions, except units and per unit amounts) Net income and comprehensive income $ 1 $ 62 Less: Incentive distribution rights 21 20 Distributions on nonvested phantom unit awards 2 1 Limited partners' interest in net income (loss) $ (22 ) $ 41 Weighted average limited partner units outstanding: Common - basic 98,609,608 87,453,333 Common - equivalents 106,350 21,354 Common - diluted 98,715,958 87,474,687 Net income (loss) per limited partner unit: Common - basic and diluted $ (0.22 ) $ 0.47 |
Organization and Principles o42
Organization and Principles of Consolidation - Additional Information (Details) | Apr. 01, 2015 | Mar. 31, 2017statesegment | Sep. 30, 2016state | Jan. 01, 2016 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of membership interest acquired | 100.00% | |||
Number of operating segments | segment | 2 | |||
Sunoco LLC [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Ownership Percentage | 50.10% | |||
Percentage of membership interest acquired | 31.58% | |||
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% | |||
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 Accoun43
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accounting Policies [Abstract] | ||
Motor fuel and sales taxes | $ 288 | $ 285 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Millions | Oct. 12, 2016USD ($)locationproperty | Aug. 31, 2016USD ($)Boeplant | Jun. 22, 2016USD ($)restauranttractpropertystore | Mar. 31, 2016USD ($)shares | Apr. 01, 2015USD ($)shares | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Jan. 01, 2016 |
Business Acquisition [Line Items] | |||||||||||
Percentage of membership interest acquired | 100.00% | ||||||||||
Revenues | $ 4,394 | $ 3,215 | |||||||||
Net income (loss) | 1 | 62 | |||||||||
Sunoco LLC and Sunoco Retail LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition total purchase price | $ 775 | ||||||||||
Acquisition of business | $ 0 | $ (2,200) | |||||||||
Sunoco Retail 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 | 50.10% | ||||||||||
Business acquisition total purchase price | $ 775 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 795,482 | ||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 2,400 | $ 5,500 | |||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 25 | $ 73 | |||||||||
Sunoco Retail L L C [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 1,500 | ||||||||||
Emerge Energy Services LP [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition total purchase price | $ 171 | ||||||||||
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 | ||||||||||
Denny Oil Company [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition total purchase price | $ 55 | ||||||||||
Number of fee properties | property | 13 | ||||||||||
Number of company-operated locations | location | 6 | ||||||||||
Number of Dealer-Operated Locations | location | 6 | ||||||||||
Acquisition increased goodwill | $ 18 | ||||||||||
Kolkhorst Petroleum Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of fee properties | property | 5 | ||||||||||
Number of leased properties | property | 9 | ||||||||||
Acquisition increased goodwill | $ 19 | ||||||||||
Kolkhorst Petroleum Inc. [Member] | Texas [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition total purchase price | $ 39 | ||||||||||
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 | $ 42 | ||||||||||
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 | $ 78 | ||||||||||
Number of stores | store | 18 | ||||||||||
E T P Dropdown [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of membership interest acquired | 68.42% | ||||||||||
Acquisition of business | $ (2,200) | ||||||||||
Sunmarks Limited Liability Company [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of membership interest acquired | 100.00% | ||||||||||
6.375% Senior Notes Due 2023 [Member] | Senior Notes [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Interest rate, stated percentage | 6.375% | 6.375% | |||||||||
6.375% Senior Notes Due 2023 [Member] | Sunoco LLC and Sunoco Retail LLC [Member] | Senior Notes [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Interest rate, stated percentage | 6.375% | ||||||||||
Common Units [Member] | Sunoco LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 5,710,922 |
Acquisitions (Recognized Identi
Acquisitions (Recognized Identified Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Millions | Aug. 31, 2016 | Mar. 31, 2016 | Apr. 01, 2015 | Aug. 31, 2014 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 2,612 | $ 2,618 | |||||
E T P Dropdown [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 2,200 | ||||||
Emerge Energy Services LP [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition total purchase price | $ 171 | ||||||
Current assets | 26 | ||||||
Property and equipment | 49 | ||||||
Goodwill | 55 | ||||||
Intangible assets | 57 | ||||||
Current liabilities | (16) | ||||||
Cash acquired | $ 0 | ||||||
Sunoco LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition total purchase price | $ 775 | ||||||
Current assets | $ 1,107 | ||||||
Property and equipment | 384 | ||||||
Goodwill | 0 | ||||||
Intangible assets | 182 | ||||||
Current liabilities | (641) | ||||||
Net assets | 1,027 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 2 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (7) | ||||||
Sunoco LLC and Sunoco Retail LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition total purchase price | $ 775 | ||||||
Payments to Acquire Businesses, Gross | $ 0 | $ 2,200 | |||||
Sunoco Retail LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Current assets | 329 | ||||||
Property and equipment | 710 | ||||||
Goodwill | 1,289 | ||||||
Intangible assets | 294 | ||||||
Current liabilities | (146) | ||||||
Net assets | 2,136 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 0 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (340) | ||||||
Sunoco LLC and Sunoco Retail [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Current assets | 1,436 | ||||||
Property and equipment | 1,094 | ||||||
Goodwill | 1,289 | ||||||
Intangible assets | 476 | ||||||
Current liabilities | (787) | ||||||
Net assets | 3,163 | ||||||
Cash acquired | (24) | ||||||
Total cash consideration, net of cash acquired | 2,951 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 2 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (347) | ||||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Deemed Contribution | $ (188) |
Accounts Receivable, net ((Deta
Accounts Receivable, net ((Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ (3) | $ (3) |
Accounts receivable, net | 442 | 539 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 242 | 361 |
Credit Card Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 145 | 133 |
Vendor receivables for rebates, branding and other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 24 | 21 |
Other Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | $ 34 | $ 27 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Fuel-retail | $ 52 | $ 58 |
Fuel-wholesale | 313 | 364 |
Fuel-consignment | 4 | 5 |
Merchandise | 120 | 123 |
Equipment and maintenance spare parts | 12 | 13 |
Other | 11 | 10 |
Inventories, net | $ 512 | $ 573 |
Property And Equipment, net (De
Property And Equipment, net (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4,024 | $ 4,031 |
Less: accumulated depreciation | 725 | 658 |
Property and equipment, net | 3,299 | 3,373 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,129 | 1,105 |
Buildings and leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,487 | 1,491 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,141 | 1,141 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 267 | $ 294 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets (Intangible Assets) - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite Lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets (Excluding Goodwill) | $ 32 | |
Goodwill | $ 2,612 | 2,618 |
Impairment in goodwill | $ 0 | $ 642 |
Customer Relations And Supply Agreements [Member] | Weighted Average [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining weighted-average life | 9 years | |
Favorable leasehold arrangements, net [Member] | Weighted Average [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining weighted-average life | 11 years | |
Noncompete Agreements | Weighted Average [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining weighted-average life | 12 years | |
Deferred Loan Origination Costs | Weighted Average [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining weighted-average life | 3 years |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | $ 1,535 | $ 1,482 |
Finite-lived intangible assets, Accumulated amortization | 243 | 227 |
Intangible assets, net | 1,292 | 1,255 |
Customer Relations And Supply Agreements [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 673 | 631 |
Finite-lived intangible assets, Accumulated amortization | 221 | 208 |
Finite-lived intangible assets, Net | 452 | 423 |
Favorable leasehold arrangements, net [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 22 | 23 |
Finite-lived intangible assets, Accumulated amortization | 6 | 6 |
Finite-lived intangible assets, Net | 16 | 17 |
Deferred Loan Origination Costs | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 10 | 10 |
Finite-lived intangible assets, Accumulated amortization | 5 | 4 |
Finite-lived intangible assets, Net | 5 | 6 |
Other [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 10 | 7 |
Finite-lived intangible assets, Accumulated amortization | 4 | 2 |
Finite-lived intangible assets, Net | 6 | 5 |
Trade Names [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Other Indefinite-lived Intangible Assets, Gross Carrying Amount | 761 | 752 |
Other Indefinite-lived Intangible Assets, Accumulated Amortization | 7 | 7 |
Other Indefinite-lived Intangible Assets | 754 | 745 |
Contractual Rights [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Other Indefinite-lived Intangible Assets, Gross Carrying Amount | 43 | 43 |
Other Indefinite-lived Intangible Assets, Accumulated Amortization | 0 | 0 |
Other Indefinite-lived Intangible Assets | 43 | 43 |
Liquor Licenses [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Other Indefinite-lived Intangible Assets, Gross Carrying Amount | 16 | 16 |
Other Indefinite-lived Intangible Assets, Accumulated Amortization | 0 | 0 |
Other Indefinite-lived Intangible Assets | $ 16 | $ 16 |
Accrued Expenses and Other Cu51
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Wage and other employee-related accrued expenses | $ 43 | $ 42 |
Franchise agreement termination accrual | 2 | 2 |
Accrued tax expense | 176 | 154 |
Accrued insurance | 14 | 23 |
Reserve for environmental remediation, current | 4 | 5 |
Accrued interest expense | 56 | 39 |
Deposits and other | 76 | 107 |
Total | $ 371 | $ 372 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2017 | Dec. 31, 2016 | Apr. 07, 2016 | Jul. 20, 2015 | Apr. 01, 2015 | |
Debt Instrument [Line Items] | |||||
Sale leaseback financing obligation | $ 116 | $ 117 | |||
Line of credit | 761 | 1,000 | |||
Capital lease obligation and notes payable | 24 | 1 | |||
Total debt | 4,344 | 4,561 | |||
Less: current maturities | 5 | 5 | |||
Less: debt issuance costs | 44 | 47 | |||
Long-term debt, net of current maturities | $ 4,295 | 4,509 | |||
Fair Value, Measurement Inputs, Disclosure [Text Block] | 4.4 | ||||
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Term Loan | 1,243 | ||||
2014 Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit | $ 761 | 1,000 | |||
6.375% Senior Notes Due 2023 [Member] | Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Term Loan | $ 800 | ||||
Senior notes | $ 800 | 800 | |||
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 | ||||
Senior notes | $ 600 | 600 | |||
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 | ||||
Senior notes | $ 800 | $ 800 | |||
Interest rate, stated percentage | 6.25% | 6.25% |
Long-Term Debt (Term Loan) (Det
Long-Term Debt (Term Loan) (Details) | Mar. 31, 2016USD ($) | Sep. 30, 2016 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 1,243,000,000 | |||||||||
Medium-term Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Covenant, Leverage Ratio, Certain Acquisitions Threshold | $ 50,000,000 | |||||||||
Face amount | $ 2,035,000,000 | $ 1,243,000,000 | ||||||||
Medium-term Notes [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.00% | 3.00% | ||||||||
Medium-term Notes [Member] | Maximum [Member] | Base Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.00% | 2.00% | ||||||||
Medium-term Notes [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.50% | 2.75% | ||||||||
Medium-term Notes [Member] | Minimum [Member] | Base Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 0.50% | 1.75% | ||||||||
Scenario, Forecast [Member] | Medium-term Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Covenant, Leverage Ratio | 5.5 | 5.75 | 6 | 6.25 | 6.5 | 6.75 | ||||
Debt Instrument, Covenant, Leverage Ratio, Certain Acquisitions | 6 |
Long-Term Debt (5.500% Senior N
Long-Term Debt (5.500% Senior Notes Due 2020) (Details) - USD ($) $ in Millions | Oct. 04, 2016 | Jul. 20, 2015 | Mar. 31, 2017 | Mar. 31, 2016 |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of Senior Notes | $ 0 | $ 2,035 | ||
Senior Notes [Member] | 5.500% Senior Notes Due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 600 | |||
Interest rate, stated percentage | 5.50% | 5.50% | ||
Proceeds from issuance of Senior Notes | $ 593 | |||
Liquidated damages in the form of additional interest | $ 0 |
Long-Term Debt (6.250% Senior N
Long-Term Debt (6.250% Senior Notes Due 2021) (Details) - USD ($) $ in Millions | Apr. 07, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Debt Instrument [Line Items] | |||
Proceeds from issuance of long-term debt | $ 0 | $ 2,035 | |
Senior Notes [Member] | 6.250% Senior Notes Due 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 800 | ||
Interest rate, stated percentage | 6.25% | 6.25% | |
Proceeds from issuance of long-term debt | $ 789 |
Long-Term Debt (6.375% Senior N
Long-Term Debt (6.375% Senior Notes Due 2023) (Details) - USD ($) $ in Millions | Oct. 04, 2016 | Apr. 01, 2015 | Mar. 31, 2017 | Mar. 31, 2016 |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of Senior Notes | $ 0 | $ 2,035 | ||
Senior Notes [Member] | 6.375% Senior Notes Due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 800 | |||
Interest rate, stated percentage | 6.375% | 6.375% | ||
Proceeds from issuance of Senior Notes | $ 787 | |||
Liquidated damages in the form of additional interest | $ 2 |
Long-Term Debt (Revolving Credi
Long-Term Debt (Revolving Credit Agreement) (Details) | Mar. 31, 2016USD ($) | Sep. 25, 2014USD ($) | Sep. 30, 2016 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Apr. 10, 2015USD ($) | Apr. 04, 2013dealer |
Debt Instrument [Line Items] | |||||||||||||
Revolving line of credit | $ 761,000,000 | $ 1,000,000,000 | |||||||||||
Number Of Dealer Operated Sites | dealer | 50 | ||||||||||||
2014 Revolver [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving line of credit | 761,000,000 | $ 1,000,000,000 | |||||||||||
Revolving Credit Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Covenant, Leverage Ratio, Certain Acquisitions Threshold | $ 50,000,000 | ||||||||||||
Revolving Credit Agreement [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 2.75% | ||||||||||||
Revolving Credit Agreement [Member] | Minimum [Member] | Base Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1.75% | ||||||||||||
Revolving Credit Agreement [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 3.00% | ||||||||||||
Revolving Credit Agreement [Member] | Maximum [Member] | Base Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 2.00% | ||||||||||||
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 | ||||||||||||
Debt Instrument, Additional Collateral For Debt | 66.00% | ||||||||||||
Revolving line of credit | 761,000,000 | ||||||||||||
Letters of Credit Outstanding, Amount | 21,000,000 | ||||||||||||
Current borrowing capacity | $ 718,000,000 | ||||||||||||
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 | 0.50% | ||||||||||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Maximum [Member] | Applicable Margin on LIBOR Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 3.00% | ||||||||||||
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 | 2.00% | ||||||||||||
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] | Scenario, Forecast [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Covenant, Leverage Ratio | 5.5 | 5.75 | 6 | 6.25 | 6.5 | 6.75 | |||||||
Debt Instrument, Covenant, Leverage Ratio, Certain Acquisitions | 6 | ||||||||||||
Medium-term Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Covenant, Leverage Ratio, Certain Acquisitions Threshold | $ 50,000,000 | ||||||||||||
Medium-term Notes [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1.50% | 2.75% | |||||||||||
Medium-term Notes [Member] | Minimum [Member] | Base Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 0.50% | 1.75% | |||||||||||
Medium-term Notes [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 3.00% | 3.00% | |||||||||||
Medium-term Notes [Member] | Maximum [Member] | Base Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 2.00% | 2.00% | |||||||||||
Medium-term Notes [Member] | Scenario, Forecast [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Covenant, Leverage Ratio | 5.5 | 5.75 | 6 | 6.25 | 6.5 | 6.75 | |||||||
Debt Instrument, Covenant, Leverage Ratio, Certain Acquisitions | 6 |
Long-Term Debt (Sale Leaseback
Long-Term Debt (Sale Leaseback Financing Obligation) (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | 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 | $ | $ 116 | $ 117 |
Other noncurrent liabilities 59
Other noncurrent liabilities Other noncurrent liabilities(Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Other Noncurrent Liabilities [Abstract] | ||
Accrued Environmental Loss Contingencies, Noncurrent | $ 33 | $ 35 |
Off-market Lease, Unfavorable | 28 | 30 |
Other Sundry Liabilities, Noncurrent | 48 | 36 |
Deferred Rent Credit, Noncurrent | 11 | 10 |
Reserve for underground storage tank removal | $ 58 | $ 53 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) $ in Millions | Sep. 25, 2012store | Mar. 31, 2017USD ($)agreement$ / gal | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016store |
Related Party Transaction [Line Items] | |||||
Related products purchase agreements | agreement | 2 | ||||
Purchase agreements renewal term | 12 months | ||||
Advances from affiliates | $ 1 | $ 87 | |||
Repayment of Line of credit | 857 | $ 447 | |||
Receivables from affiliates | 13 | 3 | |||
Accounts payable to affiliates | 111 | 109 | |||
Motor fuel sales to affiliates | $ 21 | 7 | |||
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 | ||||
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 | $ 13 | 3 | |||
Accounts payable to affiliates | 111 | 109 | |||
Motor fuel sales to affiliates | 21 | 7 | |||
Bulk fuel purchase from affiliates | 545 | $ 340 | |||
Affiliated Entity [Member] | Sunoco LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advances from affiliates | $ 1 | $ 87 |
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 Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash rent: | ||
Store base rent | $ 30 | $ 28 |
Equipment and other rent | 4 | 5 |
Total cash rent | 34 | 33 |
Non-cash rent: | ||
Straight-line rent | 0 | 0 |
Capital lease offset | 0 | 0 |
Net rent expense | 34 | 33 |
Store base rent, sublease rental income | 6 | 6 |
Store base rent, contingent rent expense | $ 5 | $ 5 |
Interest Expense, net (Details)
Interest Expense, net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Interest Income (Expense), Net [Abstract] | ||
Interest expense | $ 61 | $ 27 |
Amortization of deferred financing fees | 4 | 1 |
Interest income | (1) | 0 |
Interest expense, net | $ 64 | $ 28 |
Income Tax Expense (Details)
Income Tax Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Tax at statutory federal rate | $ (6) | $ 22 |
Partnership earnings not subject to tax | (10) | (33) |
State and local tax, net of federal benefit | (1) | 11 |
Other | 0 | 2 |
Net income tax expense (benefit) | $ (17) | $ 2 |
Partners' Capital Narrative (De
Partners' Capital Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Schedule of Partners' Capital [Line Items] | ||
Percentage of membership interest acquired | 100.00% | |
Common Units - Public [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 53,704,891 | 52,430,220 |
Common Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 99,455,717 | 98,181,046 |
Partners' Capital Account, Public Sale of Units, Amount Authorized | $ 400 | |
Partners' Capital Account, Units, Sale of Units | 1,268,750 | |
Partners' Capital Account, Private Placement of Units | $ 33 | |
Payments of Stock Issuance Costs | 0 | |
Equity Distribution, Remaining Available Authorized Amount | $ 295 | |
Parent Company [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Percentage of membership interest acquired | 46.00% | |
Parent Company [Member] | Common Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 45,750,826 |
Partners' Capital (Details)
Partners' Capital (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | Jan. 01, 2016 | |
Schedule of Partners' Capital [Line Items] | ||||
Percentage of membership interest acquired | 100.00% | |||
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% | |||
Distribution Made to Limited Partner, Cash Distributions Declared | $ 14 | |||
Units exchanged (in shares) | 16,410,780 | 16,410,780 | ||
Common Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Partners' Capital Account, Private Placement of Units | $ 33 | |||
Payments of Stock Issuance Costs | 0 | |||
Partners' Capital Account, Public Sale of Units, Amount Authorized | $ 400 | |||
Limited Partners' Capital Account, Units Outstanding | 99,455,717 | 98,181,046 | ||
Equity Distribution, Remaining Available Authorized Amount | $ 295 | |||
Common Units - Public [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 53,704,891 | 52,430,220 | ||
Parent Company [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Percentage of membership interest acquired | 46.00% | |||
Parent Company [Member] | Common Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 45,750,826 | |||
Aloha Petroleum, Ltd [Member] | Class C Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 5,242,113 | |||
Subsidiaries [Member] | Class C Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 11,168,667 |
Partners' Capital (Schedule of
Partners' Capital (Schedule of Common Units) (Details) - Common Units [Member] | 3 Months Ended |
Mar. 31, 2017shares | |
Class of Stock [Line Items] | |
Phantom unit vesting (in shares) | 5,921 |
Common units issued in connection the ATM (in shares) | 1,268,750 |
Limited Partners' Capital Account, Units Outstanding | 98,181,046 |
Partners' Capital (Allocations
Partners' Capital (Allocations of Net Income) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule of Partners' Capital [Line Items] | ||
Limited partners' interest in net income | $ 41 | |
Common Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Distributions | $ 82 | 78 |
Distributions in excess of income | (104) | (40) |
Limited partners' interest in net income | $ (22) | $ 38 |
Cash distribution per common unit (in shares) | $ 0.8255 | $ 0.8173 |
Partners' Capital (Incentive Di
Partners' Capital (Incentive Distribution Rights) (Details) | 3 Months Ended |
Mar. 31, 2017$ / 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 Millions | Feb. 21, 2017 | Aug. 15, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Distribution Made To Managing Member Or General Partner [Line Items] | ||||
Per Unit Distribution (in dollars per share) | $ 0.8255 | $ 0.8255 | ||
Total Cash Distribution | $ 81 | $ 82 | $ 104 | $ 87 |
Distribution to IDR Holders | $ 21 | $ 21 | $ 21 | $ 20 |
Partners' Capital Series A Pref
Partners' Capital Series A Preferred Units (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 30, 2017 | Mar. 31, 2017 |
Series A Preferred Units [Member] | ||
Distribution Made to Limited Partner, Cash Distributions Declared | $ 0 | |
Series A Preferred Units [Member] | ||
Distribution to preferred units, per unit | 10.00% | |
Shares Issued, Price Per Share | $ 25 | |
Preferred Units, Issued | 12,000,000 | |
Partners' Capital Account, Private Placement of Units | $ 300 |
Unit-Based Compensation (Detail
Unit-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Non-cash equity based compensation expense | $ 4 | $ 3 |
Phantom common units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Non-cash equity based compensation expense | 4 | 3 |
Allocated from ETP [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 0 | $ 0 |
Unit-Based Compensation (Phanto
Unit-Based Compensation (Phantom Common Unit Awards) - Additional Information(Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Phantom common units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 35 |
Fair Value Of Nonvested Service Phantom Units | $ 68 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 4 years 23 days |
Share Based Compensation Award Tranche One [Member] | Phantom common units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage | 60.00% |
Share Based Compensation Award Tranche One [Member] | Maximum [Member] | Non-employee director [Member] | 2012 Long Term Incentive Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting Period | 3 years |
Share Based Compensation Award Tranche Two [Member] | Phantom common units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage | 40.00% |
Unit-Based Compensation (Phan74
Unit-Based Compensation (Phantom Common Unit Awards) (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Non-vested at beginning of the period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 34.43 | $ 41.19 |
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | 26.27 | 26.95 |
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | 36.67 | 39.77 |
Non-vested at end of period, Weighted Average Grant Date Fair Value (in dollars per share) | 34.22 | 34.43 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 47.96 | $ 36.98 |
Phantom common units [Member] | ||
Nonvested, Number of Shares [Roll Forward] | ||
Non-vested at beginning of period (in shares) | 2,013,634 | 1,147,048 |
Granted (in shares) | 20,112 | 966,337 |
Non-vested at end of period (in shares) | 1,990,309 | 2,013,634 |
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 8,557 | 1,240 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | (34,880) | (98,511) |
Unit-Based Compensation (Cash A
Unit-Based Compensation (Cash Awards) - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Sep. 30, 2015 | Jan. 31, 2015 | Mar. 31, 2017 | |
Long-Term Cash Restricted Unit Plan [Member] | Cash Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted (in shares) | 1,000 | 30,710 | |
Forfeited (in shares) | 3,400 | ||
Fair value of nonvested awards outstanding | $ 1 | ||
Unrecognized compensation cost | $ 0 | ||
Long-Term Cash Restricted Unit Plan [Member] | Cash Awards [Member] | Share Based Compensation Award Tranche One [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting percentage of awards granted | 100.00% | ||
Maximum [Member] | Director [Member] | 2012 Long Term Incentive Plan [Member] | Share Based Compensation Award Tranche One [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting Period | 3 years |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2017statesegment | |
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 Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Retail motor fuel | $ 1,516 | $ 1,116 | |
Wholesale motor fuel sales to third parties | 2,243 | 1,496 | |
Wholesale motor fuel sales to affiliates | 21 | 7 | |
Merchandise | 540 | 524 | |
Rental income | 23 | 22 | |
Other | 51 | 50 | |
Intersegment | 0 | 0 | |
Total revenues | 4,394 | 3,215 | |
Gross Profit, Motor Fuel - Retail | 137 | 132 | |
Gross Profit, Motor Fuel - Wholesale | 126 | 151 | |
Gross Profit, Merchandise | 170 | 166 | |
Gross Profit, Other | 70 | 62 | |
Gross profit | 503 | 511 | |
Total operating expenses | 455 | 419 | |
Income from operations | 48 | 92 | |
Interest expense, net | 64 | 28 | |
Income before income taxes | (16) | 64 | |
Net income tax expense (benefit) | (17) | 2 | |
Net income and comprehensive income | 1 | 62 | |
Depreciation, amortization and accretion | 87 | 78 | |
EBITDA | 135 | 170 | |
Non-cash compensation expense | 4 | 3 | |
Loss (gain) on disposal of assets | (7) | 1 | |
Unrealized loss on commodity derivatives | 5 | 3 | |
Inventory fair value adjustments | (14) | (12) | |
Adjusted EBITDA | 155 | 159 | |
Capital expenditures | 66 | 96 | |
Total assets at end of period | 8,454 | $ 8,701 | |
Operating Segments [Member] | Wholesale Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Retail motor fuel | 0 | 0 | |
Wholesale motor fuel sales to third parties | 2,243 | 1,496 | |
Wholesale motor fuel sales to affiliates | 21 | 7 | |
Merchandise | 0 | 0 | |
Rental income | 19 | 19 | |
Other | 13 | 18 | |
Intersegment | 1,041 | 754 | |
Total revenues | 3,337 | 2,294 | |
Gross Profit, Motor Fuel - Retail | 0 | 0 | |
Gross Profit, Motor Fuel - Wholesale | 126 | 151 | |
Gross Profit, Merchandise | 0 | 0 | |
Gross Profit, Other | 28 | 36 | |
Gross profit | 154 | 187 | |
Total operating expenses | 91 | 89 | |
Income from operations | 63 | 98 | |
Interest expense, net | 20 | 12 | |
Income before income taxes | 43 | 86 | |
Net income tax expense (benefit) | 1 | (1) | |
Net income and comprehensive income | 42 | 87 | |
Depreciation, amortization and accretion | 22 | 17 | |
EBITDA | 85 | 115 | |
Non-cash compensation expense | 0 | 2 | |
Loss (gain) on disposal of assets | 2 | 0 | |
Unrealized loss on commodity derivatives | (5) | (3) | |
Inventory fair value adjustments | (13) | (11) | |
Adjusted EBITDA | 95 | 103 | |
Capital expenditures | 12 | 37 | |
Total assets at end of period | 2,934 | 3,201 | |
Operating Segments [Member] | Retail Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Retail motor fuel | 1,516 | 1,116 | |
Wholesale motor fuel sales to third parties | 0 | 0 | |
Wholesale motor fuel sales to affiliates | 0 | 0 | |
Merchandise | 540 | 524 | |
Rental income | 4 | 3 | |
Other | 38 | 32 | |
Intersegment | 35 | 31 | |
Total revenues | 2,133 | 1,706 | |
Gross Profit, Motor Fuel - Retail | 137 | 132 | |
Gross Profit, Motor Fuel - Wholesale | 0 | 0 | |
Gross Profit, Merchandise | 170 | 166 | |
Gross Profit, Other | 42 | 26 | |
Gross profit | 349 | 324 | |
Total operating expenses | 364 | 330 | |
Income from operations | (15) | (6) | |
Interest expense, net | 44 | 16 | |
Income before income taxes | (59) | (22) | |
Net income tax expense (benefit) | (18) | 3 | |
Net income and comprehensive income | (41) | (25) | |
Depreciation, amortization and accretion | 65 | 61 | |
EBITDA | 50 | 55 | |
Non-cash compensation expense | 4 | 1 | |
Loss (gain) on disposal of assets | 5 | 1 | |
Unrealized loss on commodity derivatives | 0 | 0 | |
Inventory fair value adjustments | (1) | (1) | |
Adjusted EBITDA | 60 | 56 | |
Capital expenditures | 54 | 59 | |
Total assets at end of period | 5,520 | $ 5,500 | |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Intersegment | (1,076) | (785) | |
Total revenues | $ (1,076) | $ (785) |
Net Income per Unit (Details)
Net Income per Unit (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 21, 2017 | Aug. 15, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Earnings Per Share Basic [Line Items] | ||||
Net income and comprehensive income | $ 1 | $ 62 | ||
Net income and comprehensive income | 1 | 62 | ||
Incentive distribution rights | $ 21 | $ 21 | 21 | 20 |
Distributions on nonvested phantom unit awards | 2 | 1 | ||
Limited partners' interest in net income | 41 | |||
Common Units [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Limited partners' interest in net income | $ (22) | $ 38 | ||
Weighted average limited partner units outstanding: | ||||
Common - basic (in shares) | 98,609,608 | 87,453,333 | ||
Common - equivalents (in shares) | 106,350 | 21,354 | ||
Common - diluted (in shares) | 98,715,958 | 87,474,687 | ||
Net income per limited partner unit (basic and diluted) (in dollars per share) | $ (0.22) | $ 0.47 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Oct. 12, 2016USD ($)locationproperty | Mar. 31, 2017USD ($) | Apr. 06, 2017USD ($)store |
Subsequent Event [Line Items] | |||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | $ | $ 33 | ||
Denny Oil Company [Member] | |||
Subsequent Event [Line Items] | |||
Business acquisition total purchase price | $ | $ 55 | ||
Number of company-operated locations | location | 6 | ||
Number of Dealer-Operated Locations | location | 6 | ||
Number of fee properties | property | 13 | ||
Store sales to 7-Eleven [Domain] | |||
Subsequent Event [Line Items] | |||
Number of stores | store | 1,100 | ||
Business acquisition total purchase price | $ | $ 3,300 | ||
Tennessee [Member] | West Texas Store Sale [Domain] [Domain] | |||
Subsequent Event [Line Items] | |||
Number of stores | store | 42 | ||
Texas [Member] | West Texas Store Sale [Domain] [Domain] | |||
Subsequent Event [Line Items] | |||
Number of stores | store | 208 |