Document And Entity Information
Document And Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 16, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | SUNOCO LP | ||
Entity Central Index Key | 1,552,275 | ||
Trading Symbol | SUN | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 1.6 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Common Units [Member] | |||
Document Information [Line Items] | |||
Entity Partnership Units Outstanding | 82,487,330 | ||
Common Class C [Member] | |||
Document Information [Line Items] | |||
Entity Partnership Units Outstanding | 16,410,780 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 28 | $ 103 |
Accounts receivable, net | 541 | 539 |
Receivables from affiliates | 155 | 3 |
Inventories, net | 426 | 423 |
Other current assets | 81 | 73 |
Assets Held-for-sale, Not Part of Disposal Group, Current | 3,313 | 177 |
Total current assets | 4,544 | 1,318 |
Property and equipment, net | 1,557 | 1,584 |
Other assets: | ||
Goodwill | 1,430 | 1,550 |
Intangible assets, net | 768 | 775 |
Other noncurrent assets | 45 | 63 |
Assets held for sale noncurrent | 0 | 3,411 |
Total assets | 8,344 | 8,701 |
Current liabilities: | ||
Accounts payable | 559 | 616 |
Accounts payable to affiliates | 206 | 109 |
Accrued expenses and other current liabilities | 368 | 372 |
Current maturities of long-term debt | 6 | 5 |
Liabilities Held for Sale Current | 75 | 0 |
Total current liabilities | 1,214 | 1,102 |
Revolving line of credit | 765 | 1,000 |
Long-term debt, net | 3,519 | 3,509 |
Advances From Affiliates, Noncurrent | 85 | 87 |
Deferred tax liability | 389 | 643 |
Other noncurrent liabilities | 125 | 116 |
Liabilities held for sale noncurrent | 0 | 48 |
Total liabilities | 6,097 | 6,505 |
Commitments and contingencies (Note 13) | ||
Equity: | ||
Limited partners: | 2,247 | 2,196 |
Total liabilities and equity | 8,344 | 8,701 |
Series A Preferred Unit [Member] | ||
Equity: | ||
Limited partners: | 300 | 0 |
Common Units [Member] | ||
Equity: | ||
Limited partners: | 1,947 | 2,196 |
Class C Units Subsidiary [Member] | ||
Equity: | ||
Limited partners: | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Series A Preferred Stock [Member] | ||
Partners' capital: | ||
Limited partner interest, units issued (in shares) | 12,000,000 | 0 |
Limited partner interest, units outstanding (in shares) | 12,000,000 | 0 |
Common Units - Public [Member] | ||
Partners' capital: | ||
Limited partner interest, units issued (in shares) | 53,917,173 | 52,430,220 |
Limited partner interest, units outstanding (in shares) | 53,917,173 | 52,430,220 |
Common Units Affiliated [Member] | ||
Partners' capital: | ||
Limited partner interest, units issued (in shares) | 45,750,826 | 45,750,826 |
Limited partner interest, units outstanding (in shares) | 45,750,826 | 45,750,826 |
Class C Units Subsidiary [Member] | ||
Partners' capital: | ||
Limited partner interest, units issued (in shares) | 16,410,780 | 16,410,780 |
Limited partner interest, units outstanding (in shares) | 16,410,780 | 16,410,780 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||
Retail motor fuel | $ 1,577 | $ 1,338 | $ 1,540 |
Wholesale motor fuel sales to third parties | 9,278 | 7,812 | 10,104 |
Wholesale motor fuel sales to affiliates | 55 | 62 | 20 |
Merchandise | 571 | 541 | 544 |
Rental income | 89 | 88 | 81 |
Other | 153 | 145 | 141 |
Total revenues | 11,723 | 9,986 | 12,430 |
Cost of sales: | |||
Retail motor fuel cost of sales | 1,420 | 1,175 | 1,340 |
Wholesale motor fuel cost of sales | 8,798 | 7,278 | 9,740 |
Merchandise cost of sales | 386 | 363 | 365 |
Other | 11 | 14 | 5 |
Total cost of sales | 10,615 | 8,830 | 11,450 |
Gross profit | 1,108 | 1,156 | 980 |
Operating expenses: | |||
General and administrative | 140 | 155 | 126 |
Other operating | 375 | 374 | 372 |
Rent | 81 | 81 | 79 |
Loss on disposal of assets and impairment charge | 114 | 225 | 1 |
Depreciation, amortization and accretion | 169 | 176 | 150 |
Total operating expenses | 879 | 1,011 | 728 |
Operating income | 229 | 145 | 252 |
Interest expense, net | 209 | 161 | 67 |
Income (loss) from continuing operations before income taxes | 20 | (16) | 185 |
Income tax expense (benefit) | (306) | (72) | 29 |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 326 | 56 | 156 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (177) | (462) | 38 |
Net income (loss) and comprehensive income (loss) | 149 | (406) | 194 |
Less: Net income and comprehensive income attributable to noncontrolling interest | 0 | 0 | 4 |
Less: Preacquisition income allocated to general partner | 0 | 0 | 103 |
Net income (loss) and comprehensive income (loss) attributable to partners | $ 149 | $ (406) | $ 87 |
Net income (loss) per limited partner unit: | |||
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic | $ (1.78) | $ (4.94) | $ 0.20 |
Weighted average limited partner units outstanding: | |||
Cash distribution per unit (in dollars per share) | 3.3020 | 3.2938 | 2.8851 |
Income (Loss) from Continuing Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | 2.12 | (0.32) | 0.91 |
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | (1.78) | (4.94) | 0.20 |
Distributions Per Partnership Unit | 3.30 | 3.29 | 2.89 |
Common Units [Member] | |||
Net income (loss) per limited partner unit: | |||
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax | $ 2.13 | $ (0.32) | $ 0.91 |
Weighted average limited partner units outstanding: | |||
Weighted average limited partner units outstanding (basic) (in shares) | 99,270,120 | 93,575,530 | 40,253,913 |
Weighted average limited partner units outstanding (diluted) (in shares) | 99,728,354 | 93,603,835 | 40,275,651 |
Subordinated Units [Member] | |||
Weighted average limited partner units outstanding: | |||
Weighted average limited partner units outstanding (basic and diluted) (in shares) | 0 | 0 | 10,010,333 |
Subordinated Units [Member] | |||
Operating expenses: | |||
Net income (loss) and comprehensive income (loss) | $ 8 | ||
Net income (loss) per limited partner unit: | |||
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax | $ 0 | $ 0 | $ 1.17 |
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic | 0 | 0 | 0.23 |
Net Income (Loss), Per Outstanding Limited Partnership Unit, Basic, Net of Tax | $ 0 | $ 0 | $ 1.40 |
Weighted average limited partner units outstanding: | |||
Weighted average limited partner units outstanding (basic and diluted) (in shares) | 0 | 0 | 10,010,333 |
Income (Loss) from Continuing Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | $ 0 | $ 0 | $ 1.17 |
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | 0 | 0 | 0.23 |
Net Income (Loss), Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | $ 0 | $ 0 | $ 1.40 |
Common Units [Member] | |||
Operating expenses: | |||
Net income (loss) and comprehensive income (loss) | $ 126 | $ (406) | $ 79 |
Net income (loss) per limited partner unit: | |||
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax | $ 2.13 | $ (0.32) | $ 0.91 |
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic | (1.78) | (4.94) | 0.20 |
Net Income (Loss), Per Outstanding Limited Partnership Unit, Basic, Net of Tax | $ 0.35 | $ (5.26) | $ 1.11 |
Weighted average limited partner units outstanding: | |||
Weighted average limited partner units outstanding (basic) (in shares) | 99,270,120 | 93,575,530 | 40,253,913 |
Weighted average limited partner units outstanding (diluted) (in shares) | 99,728,354 | 93,603,835 | 40,275,651 |
Income (Loss) from Continuing Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | $ 2.12 | $ (0.32) | $ 0.91 |
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | (1.78) | (4.94) | 0.20 |
Net Income (Loss), Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | $ 0.34 | $ (5.26) | $ 1.11 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Partners' Equity - USD ($) $ in Millions | Total | ETP [Member] | Energy Transfer Equity L P Purchaser [Member] | Series A Preferred Unit [Member] | Common Units - Public [Member] | Common Units Affiliated [Member] | Subordinated Units [Member] | Predecessor Equity [Domain] | Predecessor Equity [Domain]ETP [Member] | Noncontrolling Interest [Member] | Common Units [Member] | Common Units [Member]ETP [Member] | Common Units [Member]Energy Transfer Equity L P Purchaser [Member] | Susser [Member] | Susser [Member]Predecessor Equity [Domain] | Sunoco LLC [Member] | Sunoco LLC [Member]Predecessor Equity [Domain] |
Beginning balance at Dec. 31, 2014 | $ 6,008 | $ 0 | $ 0 | $ 5,112 | $ (6) | $ 902 | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||||||
Contribution from parent | $ (967) | $ 967 | $ (775) | $ 775 | |||||||||||||
Contribution of assets between entities under common control above historic cost | (1,008) | (60) | (1,069) | (1) | |||||||||||||
Cancellation of promissory note with ETP | 255 | $ 0 | 255 | ||||||||||||||
Unit-based compensation | 8 | 8 | |||||||||||||||
Cash distributions to unitholders | (120) | $ (204) | $ (8) | $ (179) | (112) | $ 25 | |||||||||||
Partners' Capital Account, Sale of Units | 1,008 | 1,008 | |||||||||||||||
Equity issued | 899 | 899 | |||||||||||||||
Subordinated unit conversion | 0 | (60) | 60 | ||||||||||||||
Other | (35) | (7) | 2 | (30) | |||||||||||||
Net Income (loss) | 194 | 8 | 103 | 4 | 79 | ||||||||||||
Ending balance at Dec. 31, 2015 | 5,263 | 0 | 0 | 2,218 | 0 | 3,045 | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||||||
Contribution from parent | (2,200) | 2,200 | |||||||||||||||
Contribution of assets between entities under common control above historic cost | (392) | (18) | (374) | ||||||||||||||
Cancellation of promissory note with ETP | 0 | ||||||||||||||||
Unit-based compensation | 13 | 13 | |||||||||||||||
Cash distributions to unitholders | (386) | (50) | (386) | (50) | |||||||||||||
Partners' Capital Account, Sale of Units | $ 194 | $ 61 | $ 194 | $ 61 | |||||||||||||
Equity issued | 71 | 71 | |||||||||||||||
Other | 28 | 28 | |||||||||||||||
Net Income (loss) | (406) | (406) | |||||||||||||||
Ending balance at Dec. 31, 2016 | 2,196 | 0 | 0 | 0 | 0 | 2,196 | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||||||
Cancellation of promissory note with ETP | 0 | ||||||||||||||||
Unit-based compensation | 24 | 24 | |||||||||||||||
Cash distributions to unitholders | (23) | (420) | |||||||||||||||
Equity issued | 33 | 33 | |||||||||||||||
Other | (12) | (12) | |||||||||||||||
Net Income (loss) | 149 | 23 | 126 | ||||||||||||||
Ending balance at Dec. 31, 2017 | 2,247 | 300 | $ 0 | $ 0 | $ 0 | $ 1,947 | |||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||||||||||
Proceeds from Issuance of Private Placement | $ 300 | $ 300 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 149 | $ (406) | $ 194 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 177 | 462 | (38) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation, amortization and accretion | 169 | 176 | 150 |
Amortization of deferred financing fees | 15 | 11 | 4 |
Loss on disposal of assets and impairment charge | 114 | 225 | 1 |
Non-cash unit based compensation expense | 24 | 13 | 8 |
Deferred income tax | (308) | (8) | 31 |
Inventory, LIFO Reserve, Period Charge | (24) | (97) | 78 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (1) | (215) | (4) |
Accounts receivable from affiliates | (131) | 5 | (11) |
Inventories | 21 | 18 | (50) |
Other assets | 7 | (62) | 23 |
Accounts payable | (44) | 221 | 19 |
Accounts payable to affiliates | 97 | 94 | (42) |
Accrued liabilities | (16) | 56 | (33) |
Other noncurrent liabilities | 54 | (27) | 19 |
Net cash provided by continuing operating activities | 303 | 466 | 349 |
Cash flows from investing activities: | |||
Capital expenditures | (103) | (119) | (178) |
Purchase of intangible assets | (39) | (50) | (61) |
Other acquisitions | 0 | 0 | (8) |
Proceeds from disposal of property and equipment | 10 | 9 | 4 |
Net cash used in investing activities | (132) | (331) | (1,129) |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 0 | 2,835 | 1,400 |
Payments on long-term debt | (5) | (808) | (242) |
Revolver borrowings | 2,653 | 2,811 | 1,471 |
Revolver repayments | (2,888) | (2,261) | (1,449) |
Loan origination costs | 0 | (30) | (22) |
Advances from (to) affiliates | 3 | 255 | 221 |
Proceeds from issuance of common units, net of offering costs | 33 | 71 | 899 |
Distributions to ETP | 0 | (50) | (204) |
Other cash from financing activities, net | (4) | 3 | (1) |
Distributions to unitholders | (431) | (386) | (120) |
Net cash provided by (used in) financing activities | (339) | 2,501 | 1,953 |
Cash Provided by (Used in) Operating Activities, Discontinued Operations | 136 | 93 | 90 |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | (38) | (2,683) | (1,327) |
Change in cash included in current assets held for sale | (5) | 5 | (13) |
Net Cash Provided by (Used in) Discontinued Operations | 93 | (2,585) | (1,250) |
Net increase (decrease) in cash | (75) | 51 | (77) |
Cash and cash equivalents at beginning of period | 103 | 52 | 129 |
Cash and cash equivalents at end of period | 28 | 103 | 52 |
Supplemental disclosure of non-cash investing activities: | |||
Non-cash distribution | 0 | 0 | (7) |
Supplemental disclosure of non-cash financing activities: | |||
Cancellation of promissory note with ETP | 0 | 0 | 255 |
Equity issued to ETP and ETE | 0 | (255) | (1,008) |
Supplemental disclosure of cash flow information: | |||
Interest paid | 209 | 167 | 60 |
Income taxes paid (refunded), net | (1) | (30) | 51 |
Emerge Energy Services L P [Member] | |||
Cash flows from investing activities: | |||
Payments to acquire business | 0 | (171) | 0 |
Alta East, Inc [Member] | |||
Cash flows from investing activities: | |||
Payments to acquire business | 0 | 0 | (57) |
VIE [Member] | |||
Cash flows from investing activities: | |||
Payments to acquire business | 0 | 0 | (54) |
Sunoco Retail LLC [Member] | |||
Cash flows from investing activities: | |||
Payments to acquire business | 0 | 0 | (775) |
ETE [Member] | |||
Cash flows from financing activities: | |||
Proceeds from issuance of common units, net of offering costs | $ 300 | $ 61 | $ 0 |
Organization and Principles of
Organization and Principles of Consolidation | 12 Months Ended |
Dec. 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 by Susser Holdings Corporation (“Susser”) and its wholly owned subsidiary, Sunoco GP LLC (formerly known as Susser Petroleum Partners GP LLC), our general partner (“General Partner”). On September 25, 2012, we completed our initial public offering (“IPO”) of 10,925,000 common units representing limited partner interests. On April 27, 2014, Susser entered into an Agreement and Plan of Merger with Energy Transfer Partners, L.P. (“ETP”) and certain other related entities, under which ETP acquired the outstanding common shares of Susser (the “ETP Merger”). The ETP Merger was completed on August 29, 2014. By acquiring Susser, ETP acquired 100% of the non-economic general partner interest and incentive distribution rights (“IDRs”) in the Partnership, which have subsequently been distributed to Energy Transfer Equity, L.P. (“ETE”). Effective October 27, 2014, the Partnership changed its name from Susser Petroleum Partners LP (NYSE: SUSP) to Sunoco LP (“SUN,” NYSE: SUN). This change aligned the Partnership’s legal and marketing name with that of ETP’s iconic brand, Sunoco. As used in this document, the terms “Partnership,” “SUN,” “we,” “us,” 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, our majority-owned subsidiaries, and the variable interest entities (“VIE”s) in which we were the primary beneficiary (through December 23, 2015). We distribute motor fuels across more than 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. We also operate convenience retail stores across more than 20 states, primarily in Texas, Pennsylvania, New York, Virginia, Florida, and Hawaii. On October 1, 2014, we acquired 100% of the membership interest of Mid-Atlantic Convenience Stores, LLC (“MACS”). On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco, LLC (“Sunoco LLC”). On July 31, 2015, we acquired 100% of the issued and outstanding shares of capital stock of Susser. Finally, on March 31, 2016 (effective January 1, 2016), we acquired the remaining 68.42% membership interest and 49.9% voting interest in Sunoco LLC as well as 100% of the membership interest in Sunoco Retail LLC (“Sunoco Retail”). Results of operations for the MACS, Sunoco LLC, Susser, and Sunoco Retail acquisitions, deemed transactions between entities under common control, have been included in our consolidated results of operations since September 1, 2014, the date of common control. See Note 3 for further information. 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”). On January 23, 2018, we completed the disposition of assets pursuant to the Amended and Restated Asset Purchase Agreement entered by and among Sellers, Buyers and certain other named parties for the limited purposes set forth therein, pursuant to which the parties agreed to amend and restate the Purchase Agreement to reflect commercial agreements and updates made by the parties in connection with consummation of the transactions contemplated by the Purchase Agreement. On January 18, 2017, with the assistance of a third-party brokerage firm, we launched a portfolio optimization plan to market and sell 97 real estate assets located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The results of these operations (collectively, the “Retail Divestment”) have been reported as discontinued operations for all periods presented in the consolidated financial statements. See Note 4 for more information related to the Purchase Agreement, the optimization plan, and the discontinued operations. All other footnotes present results of the continuing operations. We have signed definitive agreements with a commission agent to operate the approximately 207 retail sites located in certain West Texas, Oklahoma and New Mexico markets, which were not included in the previously announced transaction with 7-Eleven, Inc. Conversion of these sites to the commission agent is expected to occur in the first quarter of 2018. The Partnership determined that these sites no longer meet the accounting requirements to be classified as held for sale or reported as discontinued operations and are no longer considered part of the Retail Divestment. Our primary operations are conducted by the following consolidated subsidiaries: Wholesale Subsidiaries • Sunoco LLC, a Delaware limited liability company, primarily distributes motor fuel in 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama and the Greater Dallas, Texas metroplex. • Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands. Retail Subsidiaries (Also See Note 4) • Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties. • Susser, a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, and Oklahoma through Stripes-branded convenience stores. • 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 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 | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value Measurements The Partnership uses fair value measurements to measure, among other items, purchased assets and investments, leases, and derivative contracts. Fair value measurements are also used to assess impairment of properties, equipment, intangible assets, and goodwill. 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. Segment Reporting We operate our business in two primary operating segments, wholesale and retail, both of which are included as reportable segments. Our retail segment operates convenience stores selling a variety of merchandise, food items, services, and motor fuel. Our wholesale segment sells motor fuel to our retail segment and external customers. Acquisition Accounting Acquisitions of assets or entities that include inputs and processes and have the ability to create outputs are accounted for as business combinations. A purchase price is recorded for tangible and intangible assets acquired and liabilities assumed based on their fair value. The excess of fair value of consideration conveyed over fair value of net assets acquired is recorded as goodwill. The Consolidated Statements of Operations and Comprehensive Income (Loss) for the periods presented include the results of operations for each acquisition from their respective dates of acquisition. Acquisitions of entities under common control are accounted for similar to a pooling of interests, in which the acquired assets and assumed liabilities are recognized at their historic carrying values. The results of operations of affiliated businesses acquired are reflected in the Partnership’s consolidated results of operations beginning on the date of common control. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits, and short-term investments with original maturities of three months or less. Sunoco LLC and Sunoco Retail have treasury services agreements with Sunoco (R&M), LLC, an indirect wholly-owned subsidiary of ETP. Pursuant to these agreements, Sunoco LLC and Sunoco Retail participate in Sunoco (R&M), LLC’s centralized cash management program. Under this program, all cash receipts and cash disbursements are processed, together with those of Sunoco (R&M), LLC, through Sunoco (R&M), LLC’s cash accounts with a corresponding credit or charge to the advances to/from affiliates account. The net balance of Sunoco LLC and Sunoco Retail is reflected in either “Advances to affiliates” or “Advances from affiliates” on the Consolidated Balance Sheets. Accounts Receivable The majority of trade receivables are from wholesale fuel customers or from credit card companies related to retail credit card transactions. Wholesale customer credit is extended based on an evaluation of the customer’s financial condition. Receivables are recorded at face value, without interest or discount. The Partnership provides an allowance for doubtful accounts based on historical experience and on a specific identification basis. Credit losses are recorded against the allowance when accounts are deemed uncollectible. Receivables from affiliates rise from increased fuel sales and other miscellaneous transactions with non-consolidated affiliates. These receivables are recorded at face value, without interest or discount. Inventories Fuel inventories are stated at the lower of cost or market using the last-in-first-out (“LIFO”) method. Under this methodology, the cost of fuel sold consists of actual acquisition costs, which includes transportation and storage costs. Such costs are adjusted to reflect increases or decreases in inventory quantities which are valued based on changes in LIFO inventory layers. Merchandise inventories are stated at the lower of average cost, as determined by the retail inventory method, or market. We record an allowance for shortages and obsolescence relating to merchandise inventory based on historical trends and any known changes. Shipping and handling costs are included in the cost of merchandise inventories. Advertising Costs Advertising costs are expensed as incurred. Advertising costs were $24 million , $22 million and $22 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed on a straight-line basis over the useful lives of assets, estimated to be forty years for buildings, three to fifteen years for equipment and thirty years for storage tanks. Assets under capital leases are depreciated over the life of the corresponding lease. Amortization of leasehold improvements is based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured, or the estimated useful lives, which approximate twenty years . Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Gains or losses on the disposition of property and equipment are recorded in the period incurred. Long-Lived Assets and Assets Held for Sale Long-lived assets are tested for possible impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If such indicators exist, the estimated undiscounted future cash flows related to the asset are compared to the carrying value of the asset. If the carrying value is greater than the estimated undiscounted future cash flow amount, an impairment charge is recorded within loss (gain) on disposal of assets and impairment charge in the Consolidated Statements of Operations and Comprehensive Income (Loss) for amounts necessary to reduce the corresponding carrying value of the asset to fair value. The impairment loss calculations require management to apply judgment in estimating future cash flows and discount rates that reflect the risk inherent in future cash flows. Properties that have been closed and other excess real property are recorded as assets held and used, and are written down to the lower of cost or estimated net realizable value at the time we close such stores or determine that these properties are in excess and intend to offer them for sale. We estimate the net realizable value based on our experience in utilizing or disposing of similar assets and on estimates provided by our own and third-party real estate experts. Although we have not experienced significant changes in our estimate of net realizable value, changes in real estate markets could significantly impact the net values realized from the sale of assets. When we have determined that an asset is more likely than not to be sold in the next twelve months, that asset is classified as assets held for sale and included in other current assets. As of December 31, 2017 and 2016 , we had $3.3 billion and $3.6 billion classified as assets held for sale, respectively. Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of consideration paid over fair value of net assets acquired. Goodwill and intangible assets acquired in a purchase business combination are recorded at fair value as of the date acquired. Acquired intangible assets determined to have an indefinite useful life are not amortized, but are instead tested for impairment at least annually, or more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test of goodwill and indefinite lived intangible assets is performed as of the first day of the fourth quarter of each fiscal year. The Partnership uses qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit exceeds its carrying amount, including goodwill. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the business, overall financial performance of the business, and performance of the unit price of the Partnership. If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeds its carrying value, then a one-step approach is applied in making an evaluation. The evaluation utilizes multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates. If the evaluation results in the fair value of the goodwill for the reporting unit being lower than the carrying value, an impairment charge is recorded. Indefinite-lived intangible assets are composed of certain tradenames, contractual rights, and liquor licenses which are not amortized but are evaluated for impairment annually or more frequently if events or changes occur that suggest an impairment in carrying value, such as a significant adverse change in the business climate. Indefinite-lived intangible assets are evaluated for impairment by comparing each asset's fair value to its book value. Management first determines qualitatively whether it is more likely than not that an indefinite-lived asset is impaired. If management concludes that it is more likely than not that an indefinite-lived asset is impaired, then its fair value is determined by using the discounted cash flow model based on future revenues estimated to be derived in the use of the asset. Other Intangible Assets Other finite-lived intangible assets consist of supply agreements, customer relations, favorable lease arrangements, non-competes, and loan origination costs. Separable intangible assets that are not determined to have an indefinite life are amortized over their useful lives and assessed for impairment only if and when circumstances warrant. Determination of an intangible asset's fair value and estimated useful life are based on an analysis of pertinent factors including (1) the use of widely-accepted valuation approaches, such as the income approach or the cost approach, (2) the expected use of the asset by the Partnership, (3) the expected useful life of related assets, (4) any legal, regulatory or contractual provisions, including renewal or extension period that would cause substantial costs or modifications to existing agreements, and (5) the effects of obsolescence, demand, competition, and other economic factors. Should any of the underlying assumptions indicate that the value of the intangible assets might be impaired, we may be required to reduce the carrying value and remaining useful life of the asset. If the underlying assumptions governing the amortization of an intangible asset were later determined to have significantly changed, we may be required to adjust its amortization period to reflect a new estimate of its useful life. Any write-down of the value or unfavorable change in the useful life of an intangible asset would increase expense at that time. Customer relations and supply agreements are amortized on a straight-line basis over the remaining terms of the agreements, which generally range from five to twenty years . Favorable lease arrangements are amortized on a straight-line basis over the remaining lease terms. Non-competition agreements are amortized over the terms of the respective agreements, and loan origination costs are amortized over the life of the underlying debt as an increase to interest expense. Asset Retirement Obligations The estimated future cost to remove an underground storage tank is recognized over the estimated useful life of the storage tank. We record a discounted liability for the future fair value of an asset retirement obligation along with a corresponding increase to the carrying value of the related long-lived asset at the time an underground storage tank is installed. We then depreciate the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the remaining life of the tank. We base our estimates of the anticipated future costs for tank removal on our prior experience with removals. We review assumptions for computing the estimated liability for tank removal on an annual basis. Any change in estimated cash flows are reflected as an adjustment to both the liability and the associated asset. Environmental Liabilities Environmental expenditures related to existing conditions, resulting from past or current operations, and from which no current or future benefit is discernible, are expensed. Expenditures that extend the life of the related property or prevent future environmental contamination are capitalized. We determine and establish a liability on a site-by-site basis when it is probable and can be reasonably estimated. A related receivable is recorded for estimable and probable reimbursements. Revenue Recognition Revenues from our two primary product categories, motor fuel and merchandise, are recognized either at the time fuel is delivered to the customer or at the time of sale. Shipment and delivery of motor fuel generally occurs on the same day. The Partnership charges wholesale customers for third-party transportation costs, which are recorded net in cost of sales. Through PropCo, our wholly-owned corporate subsidiary, we may sell motor fuel to customers on a commission agent basis, in which we retain title to inventory, control access to and sale of fuel inventory, and recognize revenue at the time the fuel is sold to the ultimate customer. In our wholesale segment, we derive other income from rental income, propane and lubricating oils, and other ancillary product and service offerings. In our retail segment, we derive other income from lottery ticket sales, money orders, prepaid phone cards and wireless services, ATM transactions, car washes, movie rentals, and other ancillary product and service offerings. We record revenue from other retail transactions on a net commission basis when a product is sold and/or services are rendered. Rental Income Rental income from operating leases is recognized on a straight line basis over the term of the lease. Cost of Sales We include in cost of sales all costs incurred to acquire fuel and merchandise, including the costs of purchasing, storing, and transporting inventory prior to delivery to our customers. Items are removed from inventory and are included in cost of sales based on the retail inventory method for merchandise and the LIFO method for motor fuel. Cost of sales does not include depreciation of property, plant, and equipment as amounts attributed to cost of sales would not be significant. Depreciation is classified within operating expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). 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 dealers, distributors 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 commission agent locations, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $234 million , $243 million and $231 million , for the years ended December 31, 2017 , 2016 and 2015 , respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the Consolidated Statements of Operations and Comprehensive Income (Loss). Deferred Branding Incentives We receive payments for branding incentives related to fuel supply contracts. Unearned branding incentives are deferred and amortized on a straight line basis over the term of the agreement as a credit to cost of sales. Lease Accounting The Partnership leases a portion of its properties under non-cancelable operating leases, whose initial terms are typically five to fifteen years, with options permitting renewal for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease, including renewal periods that are reasonably assured at the inception of the lease. The Partnership is typically responsible for payment of real estate taxes, maintenance expenses, and insurance. The Partnership also leases certain vehicles, and such leases are typically less than five years . Fair Value of Financial Instruments Cash, accounts receivable, certain other current assets, marketable securities, accounts payable, accrued expenses, and certain other current liabilities are reflected in the Consolidated Balance Sheets at fair value. Earnings Per Unit In addition to limited partner units, we have identified IDRs as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”). Net income per unit applicable to limited partners (including common and subordinated unitholders) is computed by dividing limited partners’ interest in net income, after deducting any incentive distributions, distributions on Series A Preferred Units and nonvested phantom unit awards, by the weighted-average number of outstanding limited partner units. Stock and Unit-based Compensation In connection with our IPO, our General Partner adopted the Susser Petroleum Partners LP 2012 Long-Term Incentive Plan (the “LTIP Plan,” or “Sunoco LP Plan”), under which various types of awards may be granted to employees, consultants, and directors of our General Partner who provide services for us. Compensation expense related to outstanding awards is recognized over the vesting period based on the grant-date fair value. The grant-date fair value is determined based on the market price of our common units on the grant date. We amortize the grant-date fair value of these awards over their vesting period using the straight-line method. Expenses related to unit-based compensation are included in general and administrative expenses. Income Taxes The Partnership is a publicly traded limited partnership and is not taxable for federal and most state income tax purposes. As a result, our earnings or losses, to the extent not included in a taxable subsidiary, for federal and most state purposes are included in the tax returns of the individual partners. Net earnings for financial statement purposes may differ significantly from taxable income reportable to Unitholders as a result of differences between the tax basis and financial basis of assets and liabilities, differences between the tax accounting and financial accounting treatment of certain items, and due to allocation requirements related to taxable income under our Partnership Agreement. As a publicly traded limited partnership, we are subject to a statutory requirement that our “qualifying income” (as defined by the Internal Revenue Code, related Treasury Regulations, and IRS pronouncements) exceed 90% of our total gross income, determined on a calendar year basis. If our qualifying income were not to meet this statutory requirement, the Partnership would be taxed as a corporation for federal and state income tax purposes. For the years ended December 31, 2017 , 2016 , and 2015 , our qualifying income met the statutory requirement. The Partnership conducts certain activities through corporate subsidiaries which are subject to federal, state and local income taxes. These corporate subsidiaries include PropCo, Susser, and Aloha. The Partnership and its corporate subsidiaries account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The determination of the provision for income taxes requires significant judgment, use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in our financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes through the provision for income taxes. In November 2015, new federal partnership audit procedures were signed into law which are effective for tax years beginning after December 31, 2017. Under the new procedures, a partnership would be responsible for paying the imputed underpayment of tax resulting from audit adjustments in the adjustment year even though partnerships are “pass through entities.” However, as an alternative to paying the imputed underpayment of tax at the partnership level, a partnership may elect to provide audit adjustment information to the reviewed year partners, whom in turn would be responsible for paying the imputed underpayment of tax in the adjustment year. The Partnership is currently evaluating the impact, if any, this legislation has on our income taxes policies. 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 catch-up transition method). The Partnership will adopt ASU 2014-09 in the first quarter of 2018 and will apply the cumulative catch-up transition method. We have completed a detailed review of revenue contracts representative of our business segments and their revenue streams as of the adoption date; however, we continue to evaluate contract modifications and new contracts that have been or will be entered in the first quarter of 2018. As a result of the evaluation performed, 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. We currently estimate the cumulative catch-up effect to Sunoco LP’s partners’ capital as of January 1, 2018 to be approximately $54 million. These adjustments are primarily related to the change in recognition of dealer incentives and rebates. In addition to the evaluation performed, we have made appropriate design and implementation updates to our business processes, systems and internal controls to support recognition and disclosure under the new standard. 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. In January 2018, the FASB proposed amending the new leasing guidance such that entities may elect not to restate their comparative periods in the period of adoption. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures. We are in the process of evaluating our lease contracts to determine the potential impact of adopting the new 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 impact. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us. FASB ASU No. 2016-15. In August 2016, the FASB issued ASU No. 2016-15 “ Statement of Cash Flows (Topic 230) ” which institutes a number of modifications to presentation and classification of certain cash receipts and cash payments in the statement of cash flows. These modifications include (a) debt prepayment or debt extinguishment costs, (b) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (c) contingent consideration payments made after a business combination, (d) proceeds received from the settlement of insurance claims, (e) proceeds from the settlement of corporate-owned life insurance policies, (f) distributions received from equity method investees, (g) beneficial interest obtained in a securitization of financial assets, (h) separately identifiable cash flows and application of the predominance principle. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated statements of cash flows and related disclosures. FASB ASU No. 2016-16. In October 2016, the FASB issued ASU No. 2016-16 “Income Taxes (Topic 740): Intra-entity Transfers of Assets Other Than Inventory ” (“ASU 2016-16”), which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update do not change GAAP for the pre-tax effects of an intra-entity asset transfer under Topic 810, Consolidation, or for an intra-entity transfer of inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The Partnership is currently evaluating the impact that adoption of this standard will have on the consolidated financial statements and related disclosures. 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. The Partnership adopted this ASU on April 1, 2017. This accounting guidance was utilized in the goodwill impairment tests performed during fiscal year 2017, which are discussed in Note 4 and Note 8. |
Mergers and Acquisitions
Mergers and Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Mergers and 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, our General Partner and ETP. Pursuant to the terms of the ETP Dropdown Contribution Agreement, we agreed to acquire from ETP Retail, effective January 1, 2016, (a) 100% of the issued and outstanding membership interests of Sunoco Retail, an entity that was formed by Sunoco, Inc. (R&M), an indirect wholly owned subsidiary of Sunoco, Inc., prior to the closing of the ETP Dropdown Contribution Agreement, and (b) 68.42% of the issued and outstanding membership interests of Sunoco LLC (the “ETP Dropdown”). Pursuant to the terms of the ETP Dropdown Contribution Agreement, ETP agreed to guarantee all of the obligations of ETP Retail. Immediately prior to the closing of the ETP Dropdown, Sunoco Retail owned all of the retail assets previously owned by Sunoco, Inc. (R&M), 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 period from September 1, 2014 through December 31, 2014. The equity of Sunoco LLC and Sunoco Retail prior to the respective acquisitions is presented as predecessor equity in our consolidated financial statements. Susser Acquisition On July 31, 2015, we acquired 100% of the issued and outstanding shares of capital stock of Susser from Heritage Holdings, Inc., a wholly owned subsidiary of ETP (“HHI”), and ETP Holdco Corporation, a wholly owned subsidiary of ETP (“ETP Holdco” and together with HHI, the “Contributors”), for total consideration of approximately $967 million in cash (the “Susser Cash Consideration”), subject to certain post-closing working capital adjustments, and issued to the Contributors 21,978,980 Class B Units representing limited partner interests of the Partnership (“Class B Units”) (the “Susser Acquisition”). The Class B Units were identical to the common units in all respects, except such Class B Units were not entitled to distributions payable with respect to the second quarter of 2015. The Class B Units converted, on a one -for-one basis, into common units on August 19, 2015. Pursuant to the terms of the Contribution Agreement dated as of July 14, 2015 among Susser, HHI, ETP Holdco, our General Partner, and ETP (the “Susser Contribution Agreement”), (i) Susser caused its wholly owned subsidiary to exchange its 79,308 common units for 79,308 Class A Units representing limited partner interests in the Partnership (“Class A Units”) and (ii) the 10,939,436 subordinated units held by wholly owned subsidiaries of Susser were converted into 10,939,436 Class A Units. The Class A Units were entitled to receive distributions on a pro rata basis with the common units, except that the Class A Units (a) did not share in distributions of cash to the extent such cash was derived from or attributable to any distribution received by the Partnership from PropCo, the Partnership’s indirect wholly owned subsidiary, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries and (b) were subordinated to the common units during the subordination period for the subordinated units and were not entitled to receive any distributions until holders of the common units had received the minimum quarterly distribution plus any arrearages in payment of the minimum quarterly distribution from prior quarters. In addition, the Partnership issued 79,308 common units and 10,939,436 subordinated units to the Contributors (together with the Class B Units, the “Susser Unit Consideration”) to restore the economic benefit of common units and subordinated units held by wholly owned subsidiaries of Susser that were exchanged or converted, as applicable, into Class A Units. The Susser Unit Consideration was issued and sold to the Contributors in private transactions exempt from registration under Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Susser Contribution Agreement, ETP guaranteed all then existing obligations of the Contributors. The Susser Acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized acquired assets and assumed liabilities at their respective carrying values with no additional goodwill created. The Partnership’s results of operations include Susser’s results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of Susser from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its Consolidated Statement of Operations and Comprehensive Income to include $2.6 billion of Susser revenues and $18 million of net income for the period from January 1, 2015 through July 31, 2015 as well as $742 million of Susser revenues and $15 million of net loss for the period from September 1, 2014 through December 31, 2014. Pre-Susser acquisition equity of Susser is presented as predecessor equity in our consolidated financial statements. The following table summarizes the final recording of assets and liabilities at their respective carrying values as of the date presented (in millions): August 31, 2014 Current assets $ 217 Property and equipment 984 Goodwill 977 Intangible assets 541 Other noncurrent assets 38 Current liabilities (246 ) Other noncurrent liabilities (842 ) Net assets 1,669 Net deemed contribution (702 ) Cash acquired (64 ) Total cash consideration, net of cash acquired $ 903 Goodwill acquired in connection with the Susser acquisition is deductible for tax purposes. Emerge Fuels Business Acquisition On August 31, 2016, we acquired the fuels business (the “Fuels Business”) from Emerge Energy Services LP (NYSE: EMES) (“Emerge”) for $171 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, Texas metroplex and engages in the processing of transmix and the distribution of refined fuels. Combined, the plants can process over 10,000 barrels per day of transmix, and the associated terminals have over 800,000 barrels of storage capacity. Management, with the assistance of a third party valuation firm, has determined fair value of assets and liabilities at the date of the Fuels Business acquisition. We determined the value of goodwill by giving consideration to the following qualitative factors: • synergies created through increased fuel purchasing advantages and integration with our existing wholesale business; • strategic advantages of owning transmix processing plants and increasing our terminal capacity; and • competitors processing transmix in the geographic region. The following table summarizes the final recording of assets and liabilities at their respective carrying values as of the date presented (in millions): August 31, 2016 Current assets $ 27 Property and equipment 51 Goodwill 53 Intangible assets 56 Current liabilities (16 ) Net assets 171 Cash acquired — Total cash consideration, net of cash acquired $ 171 Goodwill acquired in connection with the Emerge acquisition is deductible for tax purposes. Other Acquisitions On October 12, 2016, we completed the acquisition of convenience store, wholesale motor fuel distribution, and commercial fuels distribution businesses serving East Texas and Louisiana from Denny Oil Company (“Denny”) for approximately $55 million . This acquisition included six company-owned and operated locations, six company-owned and dealer operated locations, wholesale fuel supply contracts for a network of independent dealer-owned and dealer-operated locations, and a commercial fuels business in the Eastern Texas and Louisiana markets. As part of the acquisition, we acquired 13 fee properties, which included the six company operated locations, six dealer operated locations, and a bulk plant and an office facility. This acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the estimate of their respective fair values on the purchase date. Management, with the assistance of a third party valuation firm, has determined the fair value of the assets at the date of acquisition which has increased goodwill by $19 million . On June 22, 2016, we acquired 14 convenience stores and the wholesale fuel business in the Austin, Houston, and Waco, Texas markets from Kolkhorst Petroleum Inc. (“Kolkhorst”) for $39 million . This acquisition include 5 fee properties and 9 leased properties, all of which are company operated. The acquisition also included supply contracts with dealer-owned and operated sites. This acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the estimate of their respective fair values on the purchase date. Management, with the assistance of a third party valuation firm, has determined the fair value of the assets at the date of acquisition which has increased goodwill by $19 million . On June 22, 2016, we acquired 18 convenience stores serving the upstate New York market from Valentine Stores, Inc. (“Valentine”) for $78 million . This acquisition included 19 fee properties (of which 18 are company operated convenience stores and one is a standalone Tim Hortons), one leased Tim Hortons property, and three raw tracts of land in fee for future store development. This acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the estimate of their respective fair values on the purchase date. Management, with the assistance of a third party valuation firm, determined the fair value of the assets at the date of acquisition which has increased goodwill by $42 million . On December 16, 2015, we acquired a wholesale motor fuel distribution business serving the Northeastern United States from Alta East, Inc. (“Alta East”) for approximately $57 million . This acquisition included 24 fee and 6 leased properties operated by third party dealers or commission agents, and two non-operating surplus locations in fee. The acquisition also included supply contracts with the dealer-owned and operated sites. The acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the estimate of their respective fair values at the purchase date. Management, with the assistance of a third party valuation firm, has determined the fair value of the assets at the date of acquisition which has increased goodwill by $19 million . Additional acquisitions by the Partnership during 2015 totaled $66 million in consideration paid and increased goodwill by $13 million . The other acquisitions, including Denny, Kolkhorst, Valentine and Alta East, were all assets acquisitions, and any goodwill created from these acquisitions is deductible for tax purposes. |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations, Held-for-sale [Member] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations Pursuant to the Purchase Agreement described in Note 1, Sellers have agreed to sell a portfolio of 1,030 company-operated retail outlets in 19 geographic regions, together with ancillary businesses and related assets, including the Laredo Taco Company (the “Business”), for an aggregate purchase price of $3.3 billion , payable in cash, plus the value of inventory at the closing of the transactions contemplated by the Purchase Agreement (the “Closing”) and the assumption of certain liabilities related to the Business by Buyers. The purchase price is subject to certain adjustments, including (i) those relating to specified items that arise during post-signing due diligence and inspections and (ii) individual properties not ultimately being acquired by Buyers due to the failure to obtain necessary third party consents or waivers or because either Buyers or Sellers exercise their respective rights, under certain circumstances, to cause a specific property to be excluded from the transaction. In addition, both the Partnership and Sunoco LLC have guaranteed Sellers’ obligations under the Purchase Agreement and related ancillary agreements pursuant to a guarantee agreement (the “Guarantee Agreement”) entered into in connection with the Purchase Agreement. In connection with the Closing, Sellers and Buyers and their respective affiliates will enter into a number of ancillary agreements, including a 15-year “take-or-pay” fuel supply agreement. On January 23, 2018, we completed the disposition of assets pursuant to the Amended and Restated Asset Purchase Agreement entered by and among Sellers, Buyers and certain other named parties for the limited purposes set forth therein, pursuant to which the parties agreed to amend and restate the Purchase Agreement to reflect commercial agreements and updates made by the parties in connection with consummation of the transactions contemplated by the Purchase Agreement. As a result of the Purchase Agreement and subsequent closing, previously eliminated wholesale motor fuel sales to the Partnership's retail locations will be reported as wholesale motor fuel sales to third parties. Also, the related accounts receivable from such sales will cease to be eliminated from the consolidated balance sheets and will be reported as accounts receivable. On January 18, 2017, with the assistance of a third-party brokerage firm, we launched a portfolio optimization plan to market and sell 97 real estate assets. Real estate assets included in this process are company-owned locations, undeveloped greenfield sites and other excess real estate. Properties are located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The properties will be sold through a sealed-bid sale. Of the 97 properties, 40 have been sold, 5 are under contract to be sold and 11 continue to be marketed by the third-party brokerage firm. Additionally, 32 were sold to 7-Eleven and 9 are part of the approximately 207 retail sites located in certain West Texas, Oklahoma and New Mexico markets which will be operated by a commission agent. The Partnership has concluded that it meets the accounting requirements for reporting the financial position, results of operations and cash flows of the Retail Divestment as discontinued operations. See Note 1 for further information regarding the Retail Divestment. The following tables present the aggregate carrying amounts of assets and liabilities classified as held for sale in the Consolidated Balance Sheets: December 31, December 31, (in millions) Carrying amount of assets held for sale: Cash $ 21 $ 16 Inventories 149 150 Other current assets 16 11 Property and equipment, net 1,851 1,860 Goodwill 796 1,068 Intangible assets, net 477 480 Other noncurrent assets 3 3 Total assets held for sale $ 3,313 $ 3,588 Carrying amount of liabilities associated with assets held for sale: Long term debt $ 21 $ — Other current and noncurrent liabilities 54 48 Total liabilities associated with assets held for sale $ 75 $ 48 Upon the classification of assets and related liabilities as held for sale, Sunoco LP’s management applied the measurement guidance in ASC 360, Property, Plant and Equipment , to calculate the fair value less cost to sell of the disposal group. In accordance with ASC 360-10-35-39, management first tested the goodwill included within the disposal group for impairment prior to measuring the disposal group’s fair value less the cost to sell. In the determination of the classification of assets held for sale and the related liabilities, management allocated a portion of the goodwill balance previously included in the Sunoco LP retail and Stripes reporting units to assets held for sale based on the relative fair values of the business to be disposed of and the portion of the respective reporting unit that will be retained in accordance with ASC 350-20-40-3. The amount of goodwill allocated to assets held for sale was approximately $796 million and $1.1 billion as of December 31, 2017 and 2016 , respectively. The remainder of the goodwill was allocated to the retained portion of the retail and Stripes reporting units, which is comprised of Sunoco LP’s ethanol plant, credit card processing services, franchise royalties and retail stores the Partnership continues to operate in the continental United States. This amount, inclusive of the portion of the Aloha reporting unit that represents retail activities, was approximately $678 million and $780 million as of December 31, 2017 and 2016 , respectively. During 2017 management performed goodwill impairment testing on its reporting units included in assets held for sale resulting in impairment charges of $387 million . Of this amount, $102 million was allocated to the sites reclassified to continuing operations in the fourth quarter within the retail and Stripes reporting units. Once allocated, management performed goodwill impairment tests on both reporting units to which the goodwill balances were allocated. No goodwill impairment was identified for the retail or Stripes reporting units as a result of these tests. The Partnership recorded transaction costs of $37 million and unit-based compensation of $6 million during 2017, as a result of the 7-Eleven Transaction. The Partnership recorded a $4 million impairment charge to property and equipment during 2017, as a result of the effects of Hurricane Harvey on the Partnership’s retail operations within discontinued operations. The results of operations associated with discontinued operations are presented in the following table: Year Ended December 31, Year Ended December 31, Year Ended December 31, (in millions) Revenues: Motor fuel sales $ 5,137 $ 3,923 $ 4,351 Merchandise 1,762 1,731 1,634 Rental income 3 2 — Other 62 56 45 Total revenues 6,964 5,712 6,030 Cost of sales: Motor fuel cost of sales 4,590 3,458 3,893 Merchandise cost of sales 1,210 1,193 1,133 Other 6 (2 ) — Total cost of sales 5,806 4,649 5,026 Gross profit 1,158 1,063 1,004 Operating expenses: General and administrative 168 114 91 Other operating 707 685 644 Rent 56 59 61 Loss on disposal of assets and impairment charge 286 455 (2 ) Depreciation, amortization and accretion expense 34 143 128 Total operating expenses 1,251 1,456 922 Operating income (loss) (93 ) (393 ) 82 Interest expense, net 36 28 21 Income (loss) from discontinued operations before income taxes (129 ) (421 ) 61 Income tax expense 48 41 23 Net income (loss) from discontinued operations $ (177 ) $ (462 ) $ 38 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Accounts Receivable, Net [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable, net, consisted of the following: December 31, December 31, (in millions) Accounts receivable, trade $ 285 $ 361 Credit card receivables 160 133 Vendor receivables for rebates, branding, and other 29 21 Other receivables 69 27 Allowance for doubtful accounts (2 ) (3 ) Accounts receivable, net $ 541 $ 539 |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories consisted of the following: December 31, December 31, (in millions) Fuel $ 387 $ 383 Merchandise 30 29 Other 9 11 Inventories, net $ 426 $ 423 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following: December 31, December 31, (in millions) Land $ 516 $ 547 Buildings and leasehold improvements 714 666 Equipment 623 544 Construction in progress 159 185 Total property and equipment 2,012 1,942 Less: accumulated depreciation 455 358 Property and equipment, net $ 1,557 $ 1,584 Depreciation expense on property and equipment was $102 million , $111 million and $113 million for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 , respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill Goodwill balances and activity for the years ended December 31, 2017 and 2016 consisted of the following: Segment Wholesale Retail Consolidated (in millions) Balance at December 31, 2015 $ 687 $ 1,007 $ 1,694 Goodwill adjustment related to Alta East acquisition 2 — 2 Goodwill related to Kolkhorst acquisition 3 — 3 Goodwill related to Emerge acquisition 78 — 78 Goodwill impairment charge — (227 ) (227 ) Balance at December 31, 2016 770 780 1,550 Goodwill adjustment related to Emerge acquisition (25 ) — (25 ) Goodwill adjustment related to Denny acquisition 7 — 7 Goodwill impairment charge — (102 ) (102 ) Balance at December 31, 2017 $ 752 $ 678 $ 1,430 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. During the year ended December 31, 2017 , we completed our evaluation of the Denny, Emerge, Kolkhorst and Valentine acquisitions' purchase accounting analysis with the assistance of a third party valuation firm. Goodwill is recorded at the acquisition date based on a preliminary purchase price allocation and generally may be adjusted when the purchase price allocation is finalized. In accordance with ASC 350-20-35 “ Goodwill - Subsequent Measurements ”. During 2017, management performed goodwill impairment testing on its reporting units included in assets held for sale resulting in impairment charges of $387 million . Of this amount, $102 million was allocated to the sites reclassified to continuing operations in the fourth quarter within the retail and Stripes reporting units. Once allocated, management performed goodwill impairment tests on both reporting units to which the goodwill balances were allocated. No goodwill impairment was identified for the retail or Stripes reporting units as a result of these tests. In connection with the reclassification of the retail assets as held-for-sale, Sunoco LP performed interim goodwill impairment testing on the remaining goodwill balance in the retail reporting unit. See Note 4 for more information on the balances reclassified as held-for-sale and the related impairment testing. The Partnership determined the fair value of our reporting units using a weighted combination of the discounted cash flow method and the guideline company method. Determining the fair value of a reporting unit requires judgment and the use of significant estimates and assumptions. Such estimates and assumptions include revenue growth rates, operating margins, weighted average costs of capital and future market conditions, among others. The Partnership believes the estimates and assumptions used in our impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated. Under the discounted cash flow method, the Partnership determined fair value based on estimated future cash flows of each reporting unit including estimates for capital expenditures, discounted to present value using the risk-adjusted industry rate, which reflect the overall level of inherent risk of the reporting unit. Cash flow projections are derived from one year budgeted amounts plus an estimate of later period cash flows, all of which are determined by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur. Under the guideline company method, the Partnership determined the estimated fair value of each of our reporting units by applying valuation multiples of comparable publicly-traded companies to each reporting unit’s projected EBITDA and then averaging that estimate with similar historical calculations using a three year average. In addition, the Partnership estimated a reasonable control premium representing the incremental value that accrues to the majority owner from the opportunity to dictate the strategic and operational actions of the business. Other Intangibles Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following: December 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 $ 295 $ — $ 295 $ 288 $ — $ 288 Contractual rights 30 — 30 43 — 43 Liquor licenses 12 — 12 16 — 16 Finite-lived Customer relations including supply agreements 674 256 418 611 198 413 Favorable leasehold arrangements, net 12 5 7 10 3 7 Loan origination costs (1) 10 6 4 10 4 6 Other intangibles 5 3 2 3 1 2 Intangible assets, net $ 1,038 $ 270 $ 768 $ 981 $ 206 $ 775 _______________________________ (1) Loan origination costs are associated with the 2014 Revolver, see Note 10 for further information of the debt. 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 2017, the Partnership performed the annual impairment tests on our indefinite-lived intangible assets and recognized $13 million and $4 million of impairment charge on our contractual rights and liquor licenses, respectively, primarily due to decreases in projected future revenues and cash flows from the date the intangible asset was originally recorded. Total amortization expense on finite-lived intangibles included in depreciation, amortization and accretion was $61 million , $61 million and $37 million for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 , respectively. Customer relations and supply agreements have a remaining weighted-average life of approximately 11 years. Favorable leasehold arrangements have a remaining weighted-average life of approximately 14 years. Non-competition agreements and other intangible assets have a remaining weighted-average life of approximately 13 years. Loan origination costs have a remaining weighted-average life of approximately 2 years. As of December 31, 2017 , the Partnership’s estimate of amortization includable in amortization expense and interest expense for each of the five succeeding fiscal years and thereafter for finite-lived intangibles is as follows (in millions): Amortization Interest 2018 $ 58 $ 2 2019 57 2 2020 55 — 2021 48 — 2022 28 — Thereafter 181 — Total $ 427 $ 4 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 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: December 31, 2017 December 31, 2016 (in millions) Wage and other employee-related accrued expenses $ 72 $ 42 Accrued tax expense 180 154 Accrued insurance 26 23 Accrued interest expense 43 39 Dealer deposits 16 16 Accrued capital expenditures — 14 Others 31 84 Total $ 368 $ 372 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: December 31, December 31, (in millions) Term Loan (1) $ 1,243 $ 1,243 Sale leaseback financing obligation 113 117 2014 Revolver 765 1,000 6.375% Senior Notes Due 2023 (2) 800 800 5.500% Senior Notes Due 2020 (2) 600 600 6.250% Senior Notes Due 2021 (2) 800 800 Other 3 1 Total debt 4,324 4,561 Less: current maturities 6 5 Less: debt issuance costs 34 47 Long-term debt, net of current maturities $ 4,284 $ 4,509 _______________________________ (1) The Term Loan was repaid in full and terminated on January 23, 2018. (2) The Senior Notes were redeemed on January 23, 2018. At December 31, 2017 , scheduled future debt principal maturities are as follows (in millions): 2018 $ 6 2019 2,013 2020 606 2021 806 2022 6 Thereafter 887 Total $ 4,324 Term Loan On March 31, 2016, we entered into a senior secured term loan agreement (the “Term Loan”) to finance a portion of the costs associated with the ETP Dropdown. The Term Loan provides secured financing in an aggregate principal amount of up to $2.035 billion , which we borrowed in full. The Partnership used the proceeds to fund a portion of the ETP Dropdown and to pay fees and expenses incurred in connection with the ETP Dropdown and Term Loan. Obligations under the Term Loan are secured equally and ratably with the 2014 Revolver (as defined below) by substantially all tangible and intangible assets of the Partnership and certain of our subsidiaries, subject to certain exceptions and permitted liens. Obligations under the Term Loan are guaranteed by certain of the Partnership’s subsidiaries. In addition, ETP Retail, a wholly owned subsidiary of ETP, provided a limited contingent guaranty of collection with respect to the payment of the principal amount of the Term Loan. The maturity date of the Term Loan is October 1, 2019. The Partnership is not required to make any amortization payments with respect to the loans under the Term Loan. Amounts borrowed under the Term Loan bear interest at either LIBOR or base rate plus an applicable margin based on the election of the Partnership for each interest period. Until the Partnership first receives an investment grade rating, the applicable margin for LIBOR rate loans ranges from 1.500% to 3.000% and the applicable margin for base rate loans ranges from 0.500% to 2.000% , in each case based on the Partnership’s Leverage Ratio (as defined in the Term Loan). The Term Loan requires the Partnership to maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through December 31, 2017, 6.75 to 1.0, (ii) as of March 31, 2018, 6.5 to 1.0, (iii) as of June 30, 2018, 6.25 to 1.0, (iv) as of September 30, 2018, 6.0 to 1.0, (v) as of December 31, 2018, 5.75 to 1.0 and (vi) thereafter, 5.5 to 1.0 (in the case of the quarter ending March 31, 2019 and thereafter, subject to increases to 6.0 to 1.0 in connection with certain specified acquisitions in excess of $50 million , as permitted under the Term Loan). On January 31, 2017, the Partnership entered into a limited waiver to the Term Loan (the “Term Loan Waiver”). Under the Term Loan Waiver, the Agents and lenders party thereto waived and deemed remedied, among other matters, the miscalculations of the Partnership’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the Term Loan from December 21, 2016 through the effective date of the Term Loan Waiver. The incremental interest owed was remedied prior to the effectiveness of the Term Loan Waiver. As a result of the restatement of the compliance certificates for the fiscal quarter ended September 30, 2016 delivered in connection with the Term Loan Waiver, the margin applicable to the obligations under the Term Loan increased from (i) 2.75% in respect of LIBOR rate loans and 1.75% in respect of base rate loans to (ii) 3.00% in respect of LIBOR rate loans and 2.00% in respect of base rate loans, until the delivery of the next compliance certificates. The Partnership may voluntarily prepay borrowings under the Term Loan at any time without premium or penalty, subject to any applicable breakage costs for loans bearing interest at LIBOR. Under certain circumstances, the Partnership is required to repay borrowings under the Term Loan in connection with the issuance by the Partnership of certain types of indebtedness for borrowed money. The Term Loan also includes certain (i) representations and warranties, (ii) affirmative covenants, including delivery of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, payment of material taxes and other claims, maintenance of properties and insurance, access to properties and records for inspection by administrative agent and lenders, further assurances and provision of additional guarantees and collateral, (iii) negative covenants, including restrictions on the Partnership and our restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make loans, advances or investments, pay dividends, sell or otherwise transfer assets or enter into transactions with shareholders or affiliates, and (iv) events of default, in each case substantively similar to the representations and warranties, affirmative and negative covenants and events of default in the Partnership’s 2014 Revolver (as defined below). During the continuance of an event of default, the lenders under the Term Loan may take a number of actions, including declaring the entire amount then outstanding under the Term Loan due and payable. As of December 31, 2017 , the balance on the Term Loan was $1.2 billion . The Partnership was in compliance with all financial covenants at December 31, 2017 . The Term Loan was repaid in full and terminated on January 23, 2018. See 2018 Private Offerings of Senior Notes below. 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. The 2021 Senior Notes were redeemed and the indenture governing the 2021 Senior Notes was discharged on January 23, 2018. The redemption amount includes the original consideration of $800 million and $32 million call premium plus accrued and unpaid interest. See 2018 Private Offerings of Senior Notes below. 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. The 2020 Senior Notes were redeemed and the indenture governing the 2020 Senior Notes was discharged on January 23, 2018. The redemption amount includes the original consideration of $600 million and $17 million call premium plus accrued and unpaid interest. See 2018 Private Offerings of Senior Notes below. 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). The 2023 Senior Notes were redeemed and the indenture governing the 2023 Senior Notes was discharged on January 23, 2018. The redemption amount includes the original consideration of $800 million and $44 million call premium plus accrued and unpaid interest. See 2018 Private Offerings of Senior Notes below. 2018 Private Offering of Senior Notes On January 23, 2018, we and certain of our wholly owned subsidiaries, including SUN Finance (together with the Partnership, the “2023 Issuers”) completed a private offering of $2.2 billion of senior notes, comprised of $1.0 billion in aggregate principal amount of 4.875% senior notes due 2023 (the “2023 Notes”), $800 million in aggregate principal amount of 5.500% senior notes due 2026 (the “2026 Notes”) and $400 million in aggregate principal amount of 5.875% senior notes due 2028 (the “2028 Notes” and, together with the 2023 Notes and the 2026 Notes, the “Notes”). The terms of the Notes are governed by an indenture dated January 23, 2018, among the Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “Guarantors”) and U.S. Bank National Association, as trustee. The 2023 Notes will mature on January 15, 2023 and interest is payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2018. The 2026 Notes will mature on February 15, 2026 and interest is payable semi-annually on February 15 and August 15 of each year, commencing August 15, 2018. The 2028 Notes will mature on March 15, 2028 and interest is payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2018. The Notes are senior obligations of the Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries and certain of its future subsidiaries. The Notes and guarantees are unsecured and rank equally with all of the Issuers’ and each Guarantor’s existing and future senior obligations. The Notes and guarantees are effectively subordinated to the Issuers’ and each Guarantor’s secured obligations, including obligations under the Partnership’s 2014 Revolver (as defined below), to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the Notes. ETC M-A guarantees collection to the Issuers with respect to the payment of the principal amount of the Notes. ETC M-A is not subject to any of the covenants under the Indenture. In connection with our issuance of the Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the Notes for an issue of registered notes with terms substantively identical to each series of Notes and evidencing the same indebtedness as the Notes on or before January 23, 2019. The Partnership used the proceeds from the private offering, along with proceeds from the 7-Eleven Transaction, to: 1) redeem in full our existing senior notes as of December 31, 2017, comprised of $800 million in aggregate principal amount of 6.250% senior notes due 2021, $600 million in aggregate principal amount of 5.500% senior notes due 2020, and $800 million in aggregate principal amount of 6.375% senior notes due 2023; 2) repay in full and terminate the Term Loan; 3) pay all closing costs and taxes in connection with the 7-Eleven Transaction; 4) redeem the outstanding Series A Preferred Units held by ETE for an aggregate redemption amount of approximately $313 million ; and 5) repurchase 17,286,859 SUN common units owned by subsidiaries of ETP for aggregate cash consideration of approximately $540 million . Revolving Credit Agreement On September 25, 2014, we entered into a $1.25 billion revolving credit facility (the “2014 Revolver”) among the Partnership, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swingline lender and an LC issuer. Proceeds from the revolving credit facility were used to pay off the Partnership’s then-existing revolving credit facility entered into on September 25, 2012. On April 10, 2015, we received a $250 million increase in commitments under the 2014 Revolver and, as a result, we are permitted to borrow up to $1.5 billion on a revolving credit basis. The 2014 Revolver expires on September 25, 2019 (which date may be extended in accordance with the terms of the 2014 Revolver). Borrowings under the 2014 Revolver bear interest at a base rate (a rate based off of the higher of (i) the Federal Funds Rate (as defined in the revolving credit facility) plus 0.500% , (ii) Bank of America’s prime rate or (iii) one-month LIBOR (as defined in the 2014 Revolver) plus 1.000% ) or LIBOR, in each case plus an applicable margin ranging from 1.500% to 3.000% , in the case of a LIBOR loan, or from 0.500% to 2.000% , in the case of a base rate loan (determined with reference to the Partnership’s Leverage Ratio (as defined in the 2014 Revolver)). Upon the first achievement by the Partnership of an investment grade credit rating, the applicable margin will decrease to a range of 1.125% to 2.000% , in the case of a LIBOR loan, or from 0.125% to 1.000% , in the case of a base rate loan (determined with reference to the credit rating for the Partnership’s senior, unsecured, non-credit enhanced long-term debt). Interest is payable quarterly if the base rate applies, at the end of the applicable interest period if LIBOR applies and at the end of the month if daily floating LIBOR applies. In addition, the unused portion of the revolving credit facility will be subject to a commitment fee ranging from 0.250% to 0.500% , based on the Partnership’s Leverage Ratio. Upon the first achievement by the Partnership of an investment grade credit rating, the commitment fee will decrease to a range of 0.125% to 0.275% , based on the Partnership’s credit rating as described above. On January 31, 2017, the Partnership entered into a limited waiver (the “Revolver Waiver”) of the 2014 Revolver. Under the Revolver Waiver, the Agents and lenders party thereto waived and deemed remedied, among other matters, the miscalculations of the Partnership’s leverage ratio as set forth in its previously delivered compliance certificates and the resulting failure to pay incremental interest owed under the 2014 Revolver from December 21, 2016 through the effective date of the Revolver Waiver. The incremental interest owed was remedied prior to the effectiveness of the Revolver Waiver. As a result of the restatement of the compliance certificates for the fiscal quarter ended September 30, 2016 delivered in connection with the Revolver Waiver, the margin applicable to the obligations under the 2014 Revolver increased from (i) 2.75% in respect of LIBOR rate loans and 1.75% in respect of base rate loans to (ii) 3.00% in respect of LIBOR rate loans and 2.00% in respect of base rate loans, until the delivery of the next compliance certificates. Indebtedness under the 2014 Revolver is secured by a security interest in, among other things, all of the Partnership’s present and future personal property and all of the present and future personal property of its guarantors, the capital stock of its material subsidiaries (or 66% of the capital stock of material foreign subsidiaries), and any intercompany debt. Upon the first achievement by the Partnership of an investment grade credit rating, all security interests securing borrowings under the revolving credit facility will be released. Indebtedness incurred under the 2014 Revolver is secured on a pari passu basis with the indebtedness incurred under the Term Loan pursuant to a collateral trust arrangement whereby a financial institution agrees to act as common collateral agent for all pari passu indebtedness. On October 16, 2017, the Partnership entered into the Fifth Amendment to the Credit Agreement with the lenders party thereto and Bank of America, N.A., in its capacity as a letter of credit issuer, as swing line lender, and as administrative agent (the “Fifth Amendment”). The Fifth Amendment amended the agreement to (i) permit the dispositions contemplated by the Retail Divestment, (ii) extend the interest coverage ratio covenant of 2.25x through maturity, (iii) modify the definition of consolidated EBITDA to include projected margins from the minimum gallons to be purchased under any fuel supply contract entered into in connection with the 7-Eleven transaction, and (iv) modify the leverage ratio covenants. In the event no disposition has been consummated, the Partnership must maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through September 30, 2017, 6.75 to 1.0, (ii) as of December 31, 2017, 6.75 to 1.0, (iii) as of March 31, 2018, 6.50 to 1.0, (iv) as of June 30, 2018, 6.25 to 1.0, (v) as of September 30, 2018, 6.00 to 1.0, (vi) as of December 31, 2018, 5.75 to 1.0 and (vii) thereafter, 5.50 to 1.0. In the event either the disposition of the 7-Eleven Assets or the disposition of the West Texas Assets (but not both of them) has been consummated, the Partnership must maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through September 30, 2017, 6.75 to 1.0, (ii) as of December 31, 2017, 6.00 to 1.0, (iii) as of March 31, 2018, 5.75 to 1.0, (iv) as of June 30, 2018, 5.50 to 1.0, (v) as of September 30, 2018, 5.50 to 1.0, (vi) as of December 31, 2018, 5.50 to 1.0 and (vii) thereafter, 5.50 to 1.0. In the event both the dispositions of the 7-Eleven Assets and the disposition of the West Texas Assets have been consummated, the Partnership must maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through September 30, 2017, 6.75 to 1.0, (ii) as of December 31, 2017, 5.75 to 1.0, (iii) as of March 31, 2018, 5.75 to 1.0, (iv) as of June 30, 2018, 5.50 to 1.0, (v) as of September 30, 2018, 5.50 to 1.0, (vi) as of December 31, 2018, 5.50 to 1.0 and (vii) thereafter, 5.50 to 1.0. Notwithstanding the foregoing, if a specified acquisition period is in effect at any time that the maximum leverage ratio would otherwise be 5.50 to 1.0, such maximum leverage ratio shall be 6.00 to 1.0. As of December 31, 2017 , the balance on the 2014 Revolver was $765 million , and $9 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at December 31, 2017 was $726 million . The Partnership was in compliance with all financial covenants at December 31, 2017 . Sale Leaseback Financing Obligation On April 4, 2013, Southside completed a sale leaseback transaction with two separate companies for 50 of its dealer operated sites. As Southside did not meet the criteria for sale leaseback accounting, this transaction was accounted for as a financing arrangement over the course of the lease agreement. The obligations mature in varying dates through 2033, require monthly interest and principal payments, and bear interest at 5.125% . The obligation related to this transaction is included in long-term debt and the balance outstanding as of December 31, 2017 was $113 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 December 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
Other Noncurrent Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities | Other Noncurrent Liabilities Other noncurrent liabilities consisted of the following: December 31, 2017 December 31, 2016 (in millions) Accrued straight-line rent $ 13 $ 10 Reserve for underground storage tank removal 41 34 Reserve for environmental remediation, long-term 23 35 Unfavorable lease liability 10 12 Aloha acquisition contingent consideration 15 15 Others 23 10 Total $ 125 $ 116 We record an asset retirement obligation for the estimated future cost to remove underground storage tanks. Revisions to the liability could occur due to changes in tank removal costs, tank useful lives or if federal and/or state regulators enact new guidance on the removal of such tanks. Changes in the carrying amount of asset retirement obligations for the years ended December 31, 2017 and 2016 were as follows: Year Ended December 31, 2017 2016 (in millions) Balance at beginning of year $ 34 $ 34 Liabilities incurred 3 3 Liabilities settled (2 ) (1 ) Accretion expense 6 4 Revision of estimated cash flows — (6 ) Balance at end of year $ 41 $ 34 |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 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. PES Holdings, LLC (“PES Holdings”) and eight affiliates filed for Chapter 11 bankruptcy protection on January 21, 2018 in the United States Bankruptcy Court for the District of Delaware to implement a prepackaged reorganization plan that will allow its shareholders to retain a minority stake. PES Holdings’ Chapter 11 Plan (“Plan”) proposes to inject $260 million in new capital into PES Holdings, cut debt service obligations by about $35 million per year and remove debt maturities before 2022. Under that Plan, PES Holdings’ non-debtor parent, Philadelphia Energy Solutions, in which ETP holds an indirect 33% equity interest, will provide a $65 million cash contribution in in exchange for a 25% stake in the reorganized debtor. After the restructuring, the proportionate ownership of Carlyle Group, L.P. and ETP in PES Holdings will be 16.26% and 8.13% , respectively. Finally, Sunoco Logistics Partners Operations L.P. (“SXL Operating Partnership”), a subsidiary of ETP, is providing an additional $75 million exit loan ranked pari passu with the other debt. SXL Operating Partnership’s, PES Holdings’ and ETP’s current contracts will be assumed, without any impairments, in the Chapter 11, and business operations will continue uninterrupted. The financial reorganization is expected to complete in the first quarter of 2018. • ETP Transportation and Terminalling Contracts – various agreements with subsidiaries of ETP for pipeline, terminalling and storage services. We also have agreements with subsidiaries of ETP for the purchase and sale of fuel. We are party to the Susser Distribution Contract, a 10 -year agreement under which we are the exclusive distributor of motor fuel at cost (including tax and transportation costs), plus a fixed profit margin per gallon to Susser’s existing Stripes convenience stores and independently operated commission agent 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 (Loss). We are party to the Sunoco Distribution Contract, a 10 -year agreement under which we are the exclusive distributor of motor fuel to Sunoco Retail’s convenience stores. Pursuant to the agreement, pricing is cost plus a fixed margin per gallon. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). 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 Related party transactions with affiliates for the years ended December 31, 2017 , 2016 , and 2015 were as follows (in millions): Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Motor fuel sales to affiliates $ 55 $ 62 $ 20 Bulk fuel purchases from affiliates $ 2,416 $ 1,867 $ 2,449 Included in the bulk fuel purchases above are purchases from PES, which constitutes 19.6% , 20.3% and 20.8% of our total cost of sales for the years ended December 31, 2017 , 2016 and 2015 , respectively. Additional significant affiliate activity related to the Consolidated Balance Sheets are as follows: • Net advances from affiliates were $85 million and $87 million at December 31, 2017 and 2016 , respectively. Advances to and from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Sunoco (R&M), LLC and Sunoco Retail and Sunoco (R&M), LLC, which are in place for purposes of cash management. • Net accounts receivable from affiliates were $155 million and $3 million at December 31, 2017 and 2016 , respectively, which are primarily related to motor fuel purchases from us. • Net accounts payable to affiliates was $206 million and $109 million as of December 31, 2017 and 2016 , respectively, attributable to operational expenses. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 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: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (in millions) Cash rent: Store base rent (1)(2) $ 66 $ 66 $ 67 Equipment and other rent (3) 14 14 12 Total cash rent 80 80 79 Non-cash rent: Straight-line rent 1 1 — Net rent expense $ 81 $ 81 $ 79 ________________________________________________ (1) Store base rent includes the Partnership's rent expense for leased convenience store properties which are subleased to third-party operators. The sublease income from these sites is recorded in rental income on the statement of operations and totaled $25 million , $25 million and $26 million for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 , respectively. (2) Store base rent includes contingent rent expense totaling $16 million , $18 million , and $20 million for the years ending December 31, 2017 , December 31, 2016 , and December 31, 2015 , respectively. (3) Equipment and other rent consists primarily of vehicles and marine transportation vessels. Future minimum lease payments, excluding sale-leaseback financing obligations (see Note 10), for future fiscal years are as follows (in millions): 2018 $ 74 2019 64 2020 59 2021 53 2022 48 Thereafter 514 Total $ 812 Environmental Remediation We are subject to various federal, state and local environmental laws and make financial expenditures in order to comply with regulations governing underground storage tanks adopted by federal, state and local regulatory agencies. In particular, at the federal level, the Resource Conservation and Recovery Act of 1976, as amended, requires the EPA to establish a comprehensive regulatory program for the detection, prevention, and cleanup of leaking underground storage tanks (e.g. overfills, spills, and underground storage tank releases). Federal and state regulations require us to provide and maintain evidence that we are taking financial responsibility for corrective action and compensating third parties in the event of a release from our underground storage tank systems. In order to comply with these requirements, we have historically obtained private insurance in the states in which we operate. These policies provide protection from third-party liability claims. During 2017 , our coverage was $10 million per occurrence and in the aggregate. Our sites continue to be covered by these policies. We are currently involved in the investigation and remediation of contamination at motor fuel storage and gasoline store sites where releases of regulated substances have been detected. We accrue for anticipated future costs and the related probable state reimbursement amounts for remediation activities. Accordingly, we have recorded estimated undiscounted liabilities for these sites totaling $22 million and $40 million as of December 31, 2017 and 2016 , respectively, which are classified as accrued expenses and other current liabilities and other noncurrent liabilities. As of December 31, 2017 , we had $1 million in an escrow account to satisfy environmental claims related to the MACS acquisition and $8 million in two escrow accounts to satisfy environmental claims related to the Emerge acquisition. Deferred Branding Incentives We receive deferred branding incentives and other incentive payments from a number of our fuel suppliers. A portion of the deferred branding incentives may be passed on to our wholesale branded dealers under the same terms as required by our fuel suppliers. Many of the agreements require repayment of all or a portion of the amount received if we or our branded dealers elect to discontinue selling the specified brand of fuel at certain locations. As of December 31, 2017 , the estimated amount of deferred branding incentives that would have to be repaid upon de-branding at these locations was $1.4 million . Of this amount, approximately $0.3 million would be the responsibility of the Partnership’s branded dealers under reimbursement agreements with the dealers. In the event a dealer were to default on this reimbursement obligation, we would be required to make this payment. No liability is recorded for the amount of dealer obligations which would become payable upon de-branding as no such dealer default is considered probable as of December 31, 2017 . We have recorded $1.1 million and $1 million for deferred branding incentives, net of accumulated amortization, as of December 31, 2017 and 2016 , respectively, under other non-current liabilities on our Consolidated Balance Sheets. The Partnership amortizes its retained portion of the incentives to income on a straight-line basis over the term of the agreements. Contingent Consideration related to Aloha Acquisition Pursuant to an earnout agreement associated with the Aloha Acquisition, we have recorded $15 million and $15 million , as of December 31, 2017 and 2016 , respectively, under non-current liabilities on our Consolidated Balance Sheets. Earnout objectives achieved under this agreement during the period of December 16, 2014 through December 31, 2022 are paid annually in arrears. The fair value measurement of such future earnouts is categorized within Level 3 of the fair value hierarchy. |
Rental Income under Operating L
Rental Income under Operating Leases | 12 Months Ended |
Dec. 31, 2017 | |
Rental Income Under Operating Leases [Abstract] | |
Rental Income under Operating Leases | Rental Income under Operating Leases The balances of property and equipment that are being leased to third parties for rental income were as follows: December 31, December 31, (in millions) Land $ 354 $ 303 Buildings and improvements 254 224 Equipment 53 137 Total property and equipment 661 664 Less: accumulated depreciation (90 ) (121 ) Property and equipment, net $ 571 $ 543 Rental income for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 was $89 million , $88 million and $81 million , respectively. Minimum future rental income under non-cancelable operating leases as of December 31, 2017 is as follows (in millions): 2018 $ 56 2019 41 2020 23 2021 11 2022 7 Thereafter 6 Total minimum future rentals $ 144 |
Interest Expense, net
Interest Expense, net | 12 Months Ended |
Dec. 31, 2017 | |
Interest Income (Expense), Net [Abstract] | |
Interest Expense, net | Interest Expense, net Components of net interest expense were as follows: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (in millions) Interest expense $ 195 $ 153 $ 65 Amortization of deferred financing fees 15 11 4 Interest income (1 ) (3 ) (2 ) Interest expense, net $ 209 $ 161 $ 67 |
Income Tax Expense
Income Tax Expense | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 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. The components of the federal and state income tax expense (benefit) are summarized as follows: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (in millions) Current: Federal $ — $ (65 ) $ (3 ) State 2 1 1 Total current income tax expense 2 (64 ) (2 ) Deferred: Federal (302 ) (12 ) 12 State (6 ) 4 19 Total deferred tax expense (benefit) (308 ) (8 ) 31 Net income tax expense (benefit) $ (306 ) $ (72 ) $ 29 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. The completion of the acquisition of Susser on July 31, 2015 (see Note 3) significantly increased the activities conducted through corporate subsidiaries. A reconciliation of income tax expense at the U.S. federal statutory rate to net income tax expense (benefit) is as follows: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (in millions) Tax at statutory federal rate of 35 percent $ 7 $ (6 ) $ 65 Partnership earnings not subject to tax (126 ) (127 ) (55 ) Goodwill impairment 36 55 — Revaluation of investments in affiliates — — 9 State and local tax, net of federal benefit (6 ) 4 1 Statutory rate change (225 ) — 8 Other 8 2 1 Net income tax expense (benefit) $ (306 ) $ (72 ) $ 29 In December 2017, the “Tax Cuts and Jobs Act” was signed into law. Among other provisions, the highest corporate federal income tax rate was reduced from 35% to 21% for taxable years beginning after December 31, 2017. As noted above, the effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. As such, a deferred tax benefit in the amount of $225 million was realized in 2017. Deferred taxes result from the temporary differences between financial reporting carrying amounts and the tax basis of existing assets and liabilities. Principal components of deferred tax assets and liabilities are as follows: December 31, 2017 December 31, 2016 (in millions) Deferred tax assets: Environmental, asset retirement obligations, and other reserves $ 20 $ 28 Inventories (1 ) 12 Net operating loss carry forwards 79 92 Other 78 61 Total deferred tax assets 176 193 Deferred tax liabilities: Fixed assets 324 506 Trademarks and other intangibles 169 272 Investments in affiliates 72 58 Total deferred tax liabilities 565 836 Net deferred income tax liabilities $ 389 $ 643 Our corporate subsidiaries have federal net operating loss carryforwards of $349 million as of December 31, 2017 which expire in 2033, 2034, 2035 and 2036. Our corporate subsidiaries also have state net operating loss benefits of $5 million , net of federal tax, most of which expire between 2029 and 2036. We have determined that it is more likely than not that all federal and state net operating losses will be utilized, and accordingly, no valuation allowance is required as of December 31, 2017 . The Partnership and its subsidiaries do not have any unrecognized tax benefits for uncertain tax positions as of December 31, 2017 or 2016 . The Partnership believes that all tax positions taken or to be taken will more likely than not be sustained under audit, and accordingly, we do not have any unrecognized tax benefits. Our policy is to accrue interest and penalties on income tax underpayments (overpayments) as a component of income tax expense. We did not have any material interest and penalties in the periods presented. The Partnership and its subsidiaries are no longer subject to examination by the Internal Revenue Service (“IRS”) for 2013 and prior years. In the first quarter of 2017, the IRS closed an income tax audit of Susser Holdings Corporation (“SHC”)’s 2014 tax year, and SHC completed the appeal of its 2010 and 2012 Texas margin tax years. The State of Pennsylvania is currently conducting an income tax audit of Sunoco LLC’s 2014 and 2015 tax years. |
Partners' Capital
Partners' Capital | 12 Months Ended |
Dec. 31, 2017 | |
Partners' Capital [Abstract] | |
Partners' Capital | Partners’ Capital On July 21, 2015, we completed an equity offering of 5,500,000 of our common units for gross proceeds of approximately $214 million . On November 30, 2015, pursuant to the terms of the Partnership Agreement, 10,939,436 subordinated units held by subsidiaries of ETP were exchanged for 10,939,436 common units. On December 3, 2015, we completed a private placement of 24,052,631 of our common units for gross proceeds of approximately $685 million . As of December 31, 2017 , ETE and ETP or their subsidiaries owned 45,750,826 common units, which constitute a 39.4% limited partner ownership interest in us. As of December 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 53,917,173 common units. Series A Preferred Units On March 30, 2017, the Partnership entered into a Series A Preferred Unit Purchase Agreement with ETE, relating to the issue and sale by the Partnership to ETE of 12,000,000 Series A Preferred Units (the “Preferred Units”) representing limited partner interests in the Partnership at a price per Preferred Unit of $25.00 (the “Offering”). The distribution rate for the Preferred Units is 10.00% , per annum, of the $25.00 liquidation preference per unit (the “Liquidation Preference”) (equal to $2.50 per Preferred Unit per annum) until March 30, 2022, at which point the distribution rate will become a floating rate of 8.00% plus three-month LIBOR of the Liquidation Preference. The Preferred Units are redeemable at any time, and from time to time, in whole or in part, at the Partnership’s option at a price per Preferred Unit equal to the Liquidation Preference plus all accrued and unpaid distributions; provided that, if the Partnership redeems the Preferred Units prior to March 30, 2022, then the Partnership will redeem the Preferred Units at 101% of the Liquidation Preference, plus all accrued and unpaid distributions. The Preferred Units are not entitled to any redemption rights or conversion rights. Holders of Preferred Units will generally have no voting rights except in certain limited circumstances or as required by law. The Preferred Units were issued in a private transaction exempt from registration under section 4(a)(2) of the Securities Act. Distributions on Preferred Units are cumulative beginning March 30, 2017, and payable quarterly in arrears, within 60 days, after the end of each quarter, commencing with the quarter ended June 30, 2017. The distribution payable as of December 31, 2017 was $8 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. On January 25, 2018, the Partnership redeemed all outstanding Series A Preferred Units held by ETE for an aggregate redemption amount of approximately $ 313 million . The redemption amount includes the original consideration of $300 million and a 1% call premium plus accrued and unpaid quarterly distributions. Common Units On March 31, 2016, the Partnership completed a private placement of 2,263,158 common units to ETE (the “PIPE Transaction”). ETE owns the general partner interests and incentive distribution rights in the Partnership. 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 December 31, 2017 in connection with the ATM for $33 million , net of commissions of $0.3 million . As of December 31, 2017 , $295 million of our common units remained available to be issued under the equity distribution agreement. Common unit activity for the years ended December 31, 2017 and 2016 was as follows: Number of Units Number of common units at December 31, 2015 87,365,706 Common units issued in connection with ETP Dropdown 5,710,922 Common units issued in connection with the PIPE Transaction 2,263,158 Common units issued in connection with the ATM 2,840,399 Phantom unit vesting 861 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 195,813 Other 22,390 Number of common units at December 31, 2017 99,667,999 On February 7, 2018, subsequent to the record date for SUN’s fourth quarter 2017 distribution, the Partnership repurchased 17,286,859 SUN common units owned by ETP for aggregate cash consideration of approximately $540 million . The repurchase price per common unit was $31.2376 , which is equal to the volume weighted average trading price of SUN common units on the New York Stock Exchange for the ten trading days ending on January 23, 2018. The Partnership funded the repurchase with cash on hand. 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): Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Attributable to Common Units Distributions (a) $ 328 $ 317 $ 156 Distributions in excess of net income (293 ) (809 ) (112 ) Limited partners' interest in net income (loss) $ 35 $ (492 ) $ 44 Attributable to Subordinated Units Distributions (a) $ — $ — $ 23 Distributions in excess of net income — — (12 ) Limited partners' interest in net income $ — $ — $ 11 (a) Distributions declared per unit $ 3.3020 $ 3.2938 $ 2.8851 Class C Units Pursuant to the terms of the Susser Contribution Agreement on July 31, 2015, (i) 79,308 common units held by a wholly owned subsidiary of Susser were exchanged for 79,308 Class A Units and (ii) 10,939,436 subordinated units held by wholly owned subsidiaries of Susser were converted into 10,939,436 Class A units. All Class A Units were exchanged for Class C Units on January 1, 2016. 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. Incentive Distribution Rights The following table illustrates the percentage allocations of available cash from operating surplus between our common unitholders and the holder of our IDRs based on the specified target distribution levels, after the payment of distributions to Class C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount.” The percentage interests shown for our common unitholders and our IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. Effective July 1, 2015, ETE exchanged 21 million ETP common units, owned by ETE, the owner of ETP’s general partner interest, for 100% of the general partner interest and all of the IDRs of Sunoco LP. ETP had previously owned our IDRs since September 2014, prior to that date the IDRs were owned by Susser. Marginal percentage interest in distributions Total quarterly distribution per Common unit target amount Common Unitholders Holder of IDRs Minimum Quarterly Distribution $0.4375 100 % — First Target Distribution Above $0.4375 up to $0.503125 100 % — Second Target Distribution Above $0.503125 up to $0.546875 85 % 15 % Third Target Distribution Above $0.546875 up to $0.656250 75 % 25 % Thereafter Above $0.656250 50 % 50 % Cash Distributions Our Partnership Agreement sets forth the calculation used to determine the amount and priority of cash distributions that the common unitholders receive. Cash distributions paid were as follows: Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders (in millions, except per unit amounts) February 14, 2018 $ 0.8255 $ 82 $ 21 November 14, 2017 $ 0.8255 $ 82 $ 22 August 15, 2017 $ 0.8255 $ 82 $ 21 May 16, 2017 $ 0.8255 $ 82 $ 21 February 16, 2017 $ 0.8255 $ 81 $ 21 November 15, 2016 $ 0.8255 $ 79 $ 20 August 15, 2016 $ 0.8255 $ 79 $ 20 May 16, 2016 $ 0.8173 $ 78 $ 20 February 16, 2016 $ 0.8013 $ 70 $ 17 November 27, 2015 $ 0.7454 $ 47 $ 8 August 28, 2015 $ 0.6934 $ 29 $ 3 May 29, 2015 $ 0.6450 $ 23 $ 1 February 27, 2015 $ 0.6000 $ 21 $ 1 Series A Preferred Unit Holder Payment Date Total Cash Distribution (in millions) February 14, 2018 $ 8 November 14, 2017 $ 7 August 15, 2017 $ 8 |
Unit-Based Compensation
Unit-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation [Abstract] | |
Unit-Based Compensation | Unit-Based Compensation The Partnership has issued phantom units to its employees and non-employee directors, which vest 60% after three years and 40% after five years . Phantom units have the right to receive distributions prior to vesting. The fair value of these units is the market price of our common units on the grant date, and is amortized over the five-year vesting period using the straight-line method. Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income was $24 million , $13 million and $8 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. The total fair value of phantom units vested for the years ended December 31, 2017 , 2016 and 2015 , was $9 million , $0 million and $0 million , respectively, based on the market price of SUN’s common units as of the vesting date. Unrecognized compensation expenses related to our nonvested phantom units totaled $27 million as of December 31, 2017 , which are expected to be recognized over a weighted average period of 3.7 years. The fair value of nonvested phantom units outstanding as of December 31, 2017 and December 31, 2016 , totaled $57 million and $69 million , respectively. Phantom unit award activity for the years ended December 31, 2017 and December 31, 2016 consisted of the following: 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 203,867 28.31 Vested (289,377 ) 45.48 Forfeited (150,823 ) 34.71 Outstanding at December 31, 2017 1,777,301 $ 31.89 The Partnership previously granted cash restricted units, which vested in cash. As of December 31, 2017 , no such awards remained outstanding. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 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 operating 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 revenues 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, unrealized gains and losses on commodity derivatives and inventory fair value adjustments. Wholesale Segment Our wholesale segment purchases motor fuel primarily from independent refiners and major oil companies and supplies it to our retail segment, to independently-operated dealer stations under long-term supply agreements, and to distributors and other consumers of motor fuel. Also included in the wholesale segment are motor fuel sales to commission agent locations and sales and costs related to processing transmix. We distribute motor fuels across more than 30 states throughout the East Coast and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. Sales of fuel from our wholesale segment to our retail segment are delivered at cost plus a profit margin. These amounts are reflected in intercompany eliminations of motor fuel revenue and motor fuel cost of sales. Also included in our wholesale segment is rental income from properties that we lease or sublease. Retail Segment Our retail segment primarily operates branded retail convenience stores across more than 20 states throughout the East Coast and Southeast regions of the United States with a significant presence in Texas, Pennsylvania, New York, Florida, and Hawaii. These stores offer motor fuel, merchandise, foodservice, and a variety of other services including car washes, lottery, automated teller machines, money orders, prepaid phone cards and wireless services. The operations of the Retail Divestment are included in discontinued operations in the following segment information. The remaining retail segment includes the Partnership’s ethanol plant, credit card services, franchise royalties, and its retail operations in Hawaii and the continental United States. The following tables present financial information by segment for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 . Segment Financial Data for the Year Ended December 31, 2017 Wholesale Segment Retail Segment Intercompany Eliminations Totals (in millions) Revenue Retail motor fuel $ — $ 1,577 $ 1,577 Wholesale motor fuel sales to third parties 9,278 — 9,278 Wholesale motor fuel sales to affiliates 55 — 55 Merchandise — 571 571 Rental income 77 12 89 Other 50 103 153 Intersegment sales 1,472 125 (1,597 ) — Total revenue 10,932 2,388 (1,597 ) 11,723 Gross profit Retail motor fuel — 157 157 Wholesale motor fuel 535 — 535 Merchandise — 185 185 Rental and other 116 115 231 Total gross profit 651 457 1,108 Total operating expenses 406 473 879 Operating income 245 (16 ) 229 Interest expense, net 88 121 209 Income (loss) from continuing operations before income taxes 157 (137 ) 20 Income tax benefit (10 ) (296 ) (306 ) Income from continuing operations 167 159 326 Loss from discontinued operations, net of income taxes — (177 ) (177 ) Net income and comprehensive income $ 167 $ (18 ) $ 149 Depreciation, amortization and accretion (1) 118 85 203 Interest expense, net (1) 88 157 245 Income tax benefit (1) (10 ) (248 ) (258 ) EBITDA 363 (24 ) 339 Non-cash compensation expense (1) 2 22 24 Loss on disposal of assets and impairment charges (1) 8 392 400 Unrealized gain on commodity derivatives (1) (3 ) — (3 ) Inventory fair value adjustments (1) (24 ) (4 ) (28 ) Adjusted EBITDA $ 346 $ 386 $ 732 Capital expenditures (1) $ 71 $ 106 $ 177 Total assets (1) $ 3,130 $ 5,214 $ 8,344 ________________________________ (1) Includes amounts from discontinued operations. Segment Financial Data for the Year Ended December 31, 2016 Wholesale Segment Retail Segment Intercompany Eliminations Totals (in millions) Revenue Retail motor fuel $ — $ 1,338 $ 1,338 Wholesale motor fuel sales to third parties 7,812 — 7,812 Wholesale motor fuel sales to affiliates 62 — 62 Merchandise — 541 541 Rental income 76 12 88 Other 45 100 145 Intersegment sales 1,195 133 (1,328 ) — Total revenue 9,190 2,124 (1,328 ) 9,986 Gross profit Retail motor fuel — 163 163 Wholesale motor fuel 596 — 596 Merchandise — 178 178 Rental and other 110 109 219 Total gross profit 706 450 1,156 Total operating expenses 390 621 1,011 Operating income (loss) 316 (171 ) 145 Interest expense, net 59 102 161 Income (loss) from continuing operations before income taxes 257 (273 ) (16 ) Income tax expense (benefit) 5 (77 ) (72 ) Income (loss) from continuing operations 252 (196 ) 56 Loss from discontinued operations, net of income taxes — (462 ) (462 ) Net income (loss) and comprehensive income (loss) $ 252 $ (658 ) $ (406 ) Depreciation, amortization and accretion (1) 94 225 319 Interest expense, net (1) 59 130 189 Income tax expense (benefit) (1) 5 (36 ) (31 ) EBITDA 410 (339 ) 71 Non-cash compensation expense (1) 6 7 13 Loss (gain) on disposal of assets (1) (3 ) 683 680 Unrealized gain on commodity derivatives (1) 5 — 5 Inventory fair value adjustments (1) (98 ) (6 ) (104 ) Adjusted EBITDA $ 320 $ 345 $ 665 Capital expenditures (1) $ 112 $ 327 $ 439 Total assets (1) $ 3,201 $ 5,500 $ 8,701 ________________________________ (1) Includes amounts from discontinued operations. Segment Financial Data for the Year Ended December 31, 2015 Wholesale Segment Retail Segment Intercompany Eliminations Totals (in millions) Revenue Retail motor fuel $ — $ 1,540 $ 1,540 Wholesale motor fuel sales to third parties 10,104 — 10,104 Wholesale motor fuel sales to affiliates 20 — 20 Merchandise — 544 544 Rental income 52 29 81 Other 28 113 141 Intersegment sales 1,407 124 (1,531 ) — Total revenue 11,611 2,350 (1,531 ) 12,430 Gross profit Retail motor fuel — 200 200 Wholesale motor fuel 384 — 384 Merchandise — 179 179 Rental and other 74 143 217 Total gross profit 458 522 980 Total operating expenses 332 396 728 Operating income 126 126 252 Interest expense, net 54 13 67 Income from continuing operations before income taxes 72 113 185 Income tax expense 4 25 29 Income from continuing operations 68 88 156 Income from discontinued operations, net of income taxes — 38 38 Net income and comprehensive income $ 68 $ 126 $ 194 Depreciation, amortization and accretion (1) 68 210 278 Interest expense, net (1) 55 33 88 Income tax expense (1) 4 48 52 EBITDA 195 417 612 Non-cash compensation expense (1) 4 4 8 Loss (gain) on disposal of assets (1) 1 (2 ) (1 ) Unrealized gain on commodity derivatives (1) 2 — 2 Inventory fair value adjustments (1) 78 20 98 Adjusted EBITDA $ 280 $ 439 $ 719 Capital expenditures (1) $ 65 $ 426 $ 491 Total assets (1) $ 2,926 $ 5,916 $ 8,842 ________________________________ (1) Includes amounts from discontinued operations. |
Net Income per Unit
Net Income per Unit | 12 Months Ended |
Dec. 31, 2017 | |
Net Income Per Unit [Abstract] | |
Net Income per Unit | Net Income per Unit Net income per unit applicable to limited partners (including subordinated unitholders prior to the conversion of our subordinated units on November 30, 2015) is computed by dividing limited partners’ interest in net income by the weighted-average number of outstanding common and subordinated units. Our net income is allocated to 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 limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit. In addition to the common and subordinated units, we identify the IDRs as participating securities and use the two-class method when calculating net income per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, consisting of unvested phantom units. Basic and diluted net income per unit applicable to subordinated limited partners are the same as there were no potentially dilutive subordinated units outstanding. A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (in millions, except units and per unit amounts) Income from continuing operations $ 326 $ 56 $ 156 Less: Net income and comprehensive income attributable to noncontrolling interest — — 4 Less: Preacquisition income allocated to general partner — — 75 Income from continuing operations attributable to partners 326 56 77 Less: Series A Preferred units 23 — — Incentive distribution rights 85 81 30 Distributions on nonvested phantom unit awards 6 5 2 Limited partners' interest in net income (loss) from continuing operations $ 212 $ (30 ) $ 45 Income (loss) from discontinued operations $ (177 ) $ (462 ) $ 38 Less: Preacquisition income allocated to general partner — — 28 Limited partners' interest in net income (loss) from discontinued operations $ (177 ) $ (462 ) $ 10 Weighted average limited partner units outstanding: Common - basic 99,270,120 93,575,530 40,253,913 Common - equivalents 458,234 28,305 21,738 Common - diluted 99,728,354 93,603,835 40,275,651 Subordinated - (basic and diluted) — — 10,010,333 Income (loss) from continuing operations per limited partner unit: Common - basic $ 2.13 $ (0.32 ) $ 0.91 Common - diluted $ 2.12 $ (0.32 ) $ 0.91 Subordinated - basic and diluted (1) $ — $ — $ 1.17 Income (loss) from discontinued operations per limited partner unit: Common - basic $ (1.78 ) $ (4.94 ) $ 0.20 Common - diluted $ (1.78 ) $ (4.94 ) $ 0.20 Subordinated - basic and diluted (1) $ — $ — $ 0.23 ___________________________ (1) The subordination period ended on November 30, 2015, at which time outstanding subordinated units were converted to common units. Distributions and the partners' interest in net income were allocated to the subordinated units through November 30, 2015. |
Selected Quarterly Results of O
Selected Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (unaudited) | Selected Quarterly Financial Data (unaudited) The following table sets forth certain unaudited financial and operating data for each quarter during 2017 and 2016 . The unaudited quarterly information includes all normal recurring adjustments that we consider necessary for a fair presentation of the information shown. 2017 2016 4th 3rd 2nd 1st 4th 3rd 2nd 1st Motor fuel sales $ 2,758 $ 2,849 $ 2,685 $ 2,618 $ 2,634 $ 2,415 $ 2,367 $ 1,796 Merchandise sales 142 151 147 131 133 142 138 128 Rental and other income 59 64 60 59 57 62 58 56 Total revenues $ 2,959 $ 3,064 $ 2,892 $ 2,808 $ 2,824 $ 2,619 $ 2,563 $ 1,980 Motor fuel gross profit $ 176 $ 203 $ 155 $ 158 $ 197 $ 182 $ 206 $ 174 Merchandise gross profit 45 49 48 43 44 46 46 42 Other gross profit 56 64 56 55 55 54 56 54 Total gross profit $ 277 $ 316 $ 259 $ 256 $ 296 $ 282 $ 308 $ 270 Income (loss) from operations $ 65 $ 128 $ (20 ) $ 56 $ (140 ) $ 76 $ 120 $ 89 Net Income (loss) $ 232 $ 138 $ (222 ) $ 1 $ (585 ) $ 45 $ 72 $ 62 Income (loss) from continuing operations per limited partner unit: Common (basic) $ 1.91 $ 0.92 $ (0.58 ) $ (0.11 ) $ (1.51 ) $ 0.09 $ 0.60 $ 0.56 Common (diluted) $ 1.90 $ 0.91 $ (0.59 ) $ (0.11 ) $ (1.51 ) $ 0.09 $ 0.60 $ 0.56 Income (loss) from discontinued operations per limited partner unit: Common (basic) $ 0.11 $ 0.17 $ (1.94 ) $ (0.11 ) $ (4.81 ) $ 0.15 $ (0.07 ) $ (0.09 ) Common (diluted) $ 0.11 $ 0.17 $ (1.94 ) $ (0.11 ) $ (4.81 ) $ 0.15 $ (0.07 ) $ (0.09 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events [ OPEN ] |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value Measurements | Fair Value Measurements The Partnership uses fair value measurements to measure, among other items, purchased assets and investments, leases, and derivative contracts. Fair value measurements are also used to assess impairment of properties, equipment, intangible assets, and goodwill. 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. |
Segment Reporting | Segment Reporting We operate our business in two primary operating segments, wholesale and retail, both of which are included as reportable segments. Our retail segment operates convenience stores selling a variety of merchandise, food items, services, and motor fuel. Our wholesale segment sells motor fuel to our retail segment and external customers. |
Acquisition Accounting | Acquisition Accounting Acquisitions of assets or entities that include inputs and processes and have the ability to create outputs are accounted for as business combinations. A purchase price is recorded for tangible and intangible assets acquired and liabilities assumed based on their fair value. The excess of fair value of consideration conveyed over fair value of net assets acquired is recorded as goodwill. The Consolidated Statements of Operations and Comprehensive Income (Loss) for the periods presented include the results of operations for each acquisition from their respective dates of acquisition. Acquisitions of entities under common control are accounted for similar to a pooling of interests, in which the acquired assets and assumed liabilities are recognized at their historic carrying values. The results of operations of affiliated businesses acquired are reflected in the Partnership’s consolidated results of operations beginning on the date of common control. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits, and short-term investments with original maturities of three months or less. Sunoco LLC and Sunoco Retail have treasury services agreements with Sunoco (R&M), LLC, an indirect wholly-owned subsidiary of ETP. Pursuant to these agreements, Sunoco LLC and Sunoco Retail participate in Sunoco (R&M), LLC’s centralized cash management program. Under this program, all cash receipts and cash disbursements are processed, together with those of Sunoco (R&M), LLC, through Sunoco (R&M), LLC’s cash accounts with a corresponding credit or charge to the advances to/from affiliates account. The net balance of Sunoco LLC and Sunoco Retail is reflected in either “Advances to affiliates” or “Advances from affiliates” on the Consolidated Balance Sheets. |
Accounts Receivable | Accounts Receivable The majority of trade receivables are from wholesale fuel customers or from credit card companies related to retail credit card transactions. Wholesale customer credit is extended based on an evaluation of the customer’s financial condition. Receivables are recorded at face value, without interest or discount. The Partnership provides an allowance for doubtful accounts based on historical experience and on a specific identification basis. Credit losses are recorded against the allowance when accounts are deemed uncollectible. Receivables from affiliates rise from increased fuel sales and other miscellaneous transactions with non-consolidated affiliates. These receivables are recorded at face value, without interest or discount. |
Inventories | Inventories Fuel inventories are stated at the lower of cost or market using the last-in-first-out (“LIFO”) method. Under this methodology, the cost of fuel sold consists of actual acquisition costs, which includes transportation and storage costs. Such costs are adjusted to reflect increases or decreases in inventory quantities which are valued based on changes in LIFO inventory layers. Merchandise inventories are stated at the lower of average cost, as determined by the retail inventory method, or market. We record an allowance for shortages and obsolescence relating to merchandise inventory based on historical trends and any known changes. Shipping and handling costs are included in the cost of merchandise inventories. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs were $24 million , $22 million and $22 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed on a straight-line basis over the useful lives of assets, estimated to be forty years for buildings, three to fifteen years for equipment and thirty years for storage tanks. Assets under capital leases are depreciated over the life of the corresponding lease. Amortization of leasehold improvements is based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured, or the estimated useful lives, which approximate twenty years . Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Gains or losses on the disposition of property and equipment are recorded in the period incurred. |
Long-Lived Assets and Assets Held for Sale | Long-Lived Assets and Assets Held for Sale Long-lived assets are tested for possible impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If such indicators exist, the estimated undiscounted future cash flows related to the asset are compared to the carrying value of the asset. If the carrying value is greater than the estimated undiscounted future cash flow amount, an impairment charge is recorded within loss (gain) on disposal of assets and impairment charge in the Consolidated Statements of Operations and Comprehensive Income (Loss) for amounts necessary to reduce the corresponding carrying value of the asset to fair value. The impairment loss calculations require management to apply judgment in estimating future cash flows and discount rates that reflect the risk inherent in future cash flows. Properties that have been closed and other excess real property are recorded as assets held and used, and are written down to the lower of cost or estimated net realizable value at the time we close such stores or determine that these properties are in excess and intend to offer them for sale. We estimate the net realizable value based on our experience in utilizing or disposing of similar assets and on estimates provided by our own and third-party real estate experts. Although we have not experienced significant changes in our estimate of net realizable value, changes in real estate markets could significantly impact the net values realized from the sale of assets. When we have determined that an asset is more likely than not to be sold in the next twelve months, that asset is classified as assets held for sale and included in other current assets. As of December 31, 2017 and 2016 , we had $3.3 billion and $3.6 billion classified as assets held for sale, respectively. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of consideration paid over fair value of net assets acquired. Goodwill and intangible assets acquired in a purchase business combination are recorded at fair value as of the date acquired. Acquired intangible assets determined to have an indefinite useful life are not amortized, but are instead tested for impairment at least annually, or more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test of goodwill and indefinite lived intangible assets is performed as of the first day of the fourth quarter of each fiscal year. The Partnership uses qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit exceeds its carrying amount, including goodwill. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the business, overall financial performance of the business, and performance of the unit price of the Partnership. If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeds its carrying value, then a one-step approach is applied in making an evaluation. The evaluation utilizes multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates. If the evaluation results in the fair value of the goodwill for the reporting unit being lower than the carrying value, an impairment charge is recorded. Indefinite-lived intangible assets are composed of certain tradenames, contractual rights, and liquor licenses which are not amortized but are evaluated for impairment annually or more frequently if events or changes occur that suggest an impairment in carrying value, such as a significant adverse change in the business climate. Indefinite-lived intangible assets are evaluated for impairment by comparing each asset's fair value to its book value. Management first determines qualitatively whether it is more likely than not that an indefinite-lived asset is impaired. If management concludes that it is more likely than not that an indefinite-lived asset is impaired, then its fair value is determined by using the discounted cash flow model based on future revenues estimated to be derived in the use of the asset. |
Other Intangible Assets | Other Intangible Assets Other finite-lived intangible assets consist of supply agreements, customer relations, favorable lease arrangements, non-competes, and loan origination costs. Separable intangible assets that are not determined to have an indefinite life are amortized over their useful lives and assessed for impairment only if and when circumstances warrant. Determination of an intangible asset's fair value and estimated useful life are based on an analysis of pertinent factors including (1) the use of widely-accepted valuation approaches, such as the income approach or the cost approach, (2) the expected use of the asset by the Partnership, (3) the expected useful life of related assets, (4) any legal, regulatory or contractual provisions, including renewal or extension period that would cause substantial costs or modifications to existing agreements, and (5) the effects of obsolescence, demand, competition, and other economic factors. Should any of the underlying assumptions indicate that the value of the intangible assets might be impaired, we may be required to reduce the carrying value and remaining useful life of the asset. If the underlying assumptions governing the amortization of an intangible asset were later determined to have significantly changed, we may be required to adjust its amortization period to reflect a new estimate of its useful life. Any write-down of the value or unfavorable change in the useful life of an intangible asset would increase expense at that time. Customer relations and supply agreements are amortized on a straight-line basis over the remaining terms of the agreements, which generally range from five to twenty years . Favorable lease arrangements are amortized on a straight-line basis over the remaining lease terms. Non-competition agreements are amortized over the terms of the respective agreements, and loan origination costs are amortized over the life of the underlying debt as an increase to interest expense. |
Asset Retirement Obligations | Asset Retirement Obligations The estimated future cost to remove an underground storage tank is recognized over the estimated useful life of the storage tank. We record a discounted liability for the future fair value of an asset retirement obligation along with a corresponding increase to the carrying value of the related long-lived asset at the time an underground storage tank is installed. We then depreciate the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the remaining life of the tank. We base our estimates of the anticipated future costs for tank removal on our prior experience with removals. We review assumptions for computing the estimated liability for tank removal on an annual basis. Any change in estimated cash flows are reflected as an adjustment to both the liability and the associated asset. |
Environmental Liabilities | Environmental Liabilities Environmental expenditures related to existing conditions, resulting from past or current operations, and from which no current or future benefit is discernible, are expensed. Expenditures that extend the life of the related property or prevent future environmental contamination are capitalized. We determine and establish a liability on a site-by-site basis when it is probable and can be reasonably estimated. A related receivable is recorded for estimable and probable reimbursements. |
Revenue Recognition | Revenue Recognition Revenues from our two primary product categories, motor fuel and merchandise, are recognized either at the time fuel is delivered to the customer or at the time of sale. Shipment and delivery of motor fuel generally occurs on the same day. The Partnership charges wholesale customers for third-party transportation costs, which are recorded net in cost of sales. Through PropCo, our wholly-owned corporate subsidiary, we may sell motor fuel to customers on a commission agent basis, in which we retain title to inventory, control access to and sale of fuel inventory, and recognize revenue at the time the fuel is sold to the ultimate customer. In our wholesale segment, we derive other income from rental income, propane and lubricating oils, and other ancillary product and service offerings. In our retail segment, we derive other income from lottery ticket sales, money orders, prepaid phone cards and wireless services, ATM transactions, car washes, movie rentals, and other ancillary product and service offerings. We record revenue from other retail transactions on a net commission basis when a product is sold and/or services are rendered. |
Rental Income | Rental Income Rental income from operating leases is recognized on a straight line basis over the term of the lease. |
Cost of Sales | Cost of Sales We include in cost of sales all costs incurred to acquire fuel and merchandise, including the costs of purchasing, storing, and transporting inventory prior to delivery to our customers. Items are removed from inventory and are included in cost of sales based on the retail inventory method for merchandise and the LIFO method for motor fuel. Cost of sales does not include depreciation of property, plant, and equipment as amounts attributed to cost of sales would not be significant. Depreciation is classified within operating expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). |
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 dealers, distributors 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 commission agent locations, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $234 million , $243 million and $231 million , for the years ended December 31, 2017 , 2016 and 2015 , respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the Consolidated Statements of Operations and Comprehensive Income (Loss). |
Deferred Branding Incentives | Deferred Branding Incentives We receive payments for branding incentives related to fuel supply contracts. Unearned branding incentives are deferred and amortized on a straight line basis over the term of the agreement as a credit to cost of sales. |
Lease Accounting | Lease Accounting The Partnership leases a portion of its properties under non-cancelable operating leases, whose initial terms are typically five to fifteen years, with options permitting renewal for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease, including renewal periods that are reasonably assured at the inception of the lease. The Partnership is typically responsible for payment of real estate taxes, maintenance expenses, and insurance. The Partnership also leases certain vehicles, and such leases are typically less than five years . |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash, accounts receivable, certain other current assets, marketable securities, accounts payable, accrued expenses, and certain other current liabilities are reflected in the Consolidated Balance Sheets at fair value. |
Earnings Per Unit | Earnings Per Unit In addition to limited partner units, we have identified IDRs as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”). Net income per unit applicable to limited partners (including common and subordinated unitholders) is computed by dividing limited partners’ interest in net income, after deducting any incentive distributions, distributions on Series A Preferred Units and nonvested phantom unit awards, by the weighted-average number of outstanding limited partner units. |
Stock and Unit-based Compensation | Stock and Unit-based Compensation In connection with our IPO, our General Partner adopted the Susser Petroleum Partners LP 2012 Long-Term Incentive Plan (the “LTIP Plan,” or “Sunoco LP Plan”), under which various types of awards may be granted to employees, consultants, and directors of our General Partner who provide services for us. Compensation expense related to outstanding awards is recognized over the vesting period based on the grant-date fair value. The grant-date fair value is determined based on the market price of our common units on the grant date. We amortize the grant-date fair value of these awards over their vesting period using the straight-line method. Expenses related to unit-based compensation are included in general and administrative expenses. |
Income Taxes | Income Taxes The Partnership is a publicly traded limited partnership and is not taxable for federal and most state income tax purposes. As a result, our earnings or losses, to the extent not included in a taxable subsidiary, for federal and most state purposes are included in the tax returns of the individual partners. Net earnings for financial statement purposes may differ significantly from taxable income reportable to Unitholders as a result of differences between the tax basis and financial basis of assets and liabilities, differences between the tax accounting and financial accounting treatment of certain items, and due to allocation requirements related to taxable income under our Partnership Agreement. As a publicly traded limited partnership, we are subject to a statutory requirement that our “qualifying income” (as defined by the Internal Revenue Code, related Treasury Regulations, and IRS pronouncements) exceed 90% of our total gross income, determined on a calendar year basis. If our qualifying income were not to meet this statutory requirement, the Partnership would be taxed as a corporation for federal and state income tax purposes. For the years ended December 31, 2017 , 2016 , and 2015 , our qualifying income met the statutory requirement. The Partnership conducts certain activities through corporate subsidiaries which are subject to federal, state and local income taxes. These corporate subsidiaries include PropCo, Susser, and Aloha. The Partnership and its corporate subsidiaries account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The determination of the provision for income taxes requires significant judgment, use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in our financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, we reassess these probabilities and record any changes through the provision for income taxes. In November 2015, new federal partnership audit procedures were signed into law which are effective for tax years beginning after December 31, 2017. Under the new procedures, a partnership would be responsible for paying the imputed underpayment of tax resulting from audit adjustments in the adjustment year even though partnerships are “pass through entities.” However, as an alternative to paying the imputed underpayment of tax at the partnership level, a partnership may elect to provide audit adjustment information to the reviewed year partners, whom in turn would be responsible for paying the imputed underpayment of tax in the adjustment year. The Partnership is currently evaluating the impact, if any, this legislation has on our income taxes policies. |
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 catch-up transition method). The Partnership will adopt ASU 2014-09 in the first quarter of 2018 and will apply the cumulative catch-up transition method. We have completed a detailed review of revenue contracts representative of our business segments and their revenue streams as of the adoption date; however, we continue to evaluate contract modifications and new contracts that have been or will be entered in the first quarter of 2018. As a result of the evaluation performed, 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. We currently estimate the cumulative catch-up effect to Sunoco LP’s partners’ capital as of January 1, 2018 to be approximately $54 million. These adjustments are primarily related to the change in recognition of dealer incentives and rebates. In addition to the evaluation performed, we have made appropriate design and implementation updates to our business processes, systems and internal controls to support recognition and disclosure under the new standard. 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. In January 2018, the FASB proposed amending the new leasing guidance such that entities may elect not to restate their comparative periods in the period of adoption. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures. We are in the process of evaluating our lease contracts to determine the potential impact of adopting the new 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 impact. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us. FASB ASU No. 2016-15. In August 2016, the FASB issued ASU No. 2016-15 “ Statement of Cash Flows (Topic 230) ” which institutes a number of modifications to presentation and classification of certain cash receipts and cash payments in the statement of cash flows. These modifications include (a) debt prepayment or debt extinguishment costs, (b) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (c) contingent consideration payments made after a business combination, (d) proceeds received from the settlement of insurance claims, (e) proceeds from the settlement of corporate-owned life insurance policies, (f) distributions received from equity method investees, (g) beneficial interest obtained in a securitization of financial assets, (h) separately identifiable cash flows and application of the predominance principle. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated statements of cash flows and related disclosures. FASB ASU No. 2016-16. In October 2016, the FASB issued ASU No. 2016-16 “Income Taxes (Topic 740): Intra-entity Transfers of Assets Other Than Inventory ” (“ASU 2016-16”), which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update do not change GAAP for the pre-tax effects of an intra-entity asset transfer under Topic 810, Consolidation, or for an intra-entity transfer of inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. The Partnership is currently evaluating the impact that adoption of this standard will have on the consolidated financial statements and related disclosures. 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. The Partnership adopted this ASU on April 1, 2017. This accounting guidance was utilized in the goodwill impairment tests performed during fiscal year 2017, which are discussed in Note 4 and Note 8. |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the final recording of assets and liabilities at their respective carrying values as of the date presented (in millions): August 31, 2014 Current assets $ 217 Property and equipment 984 Goodwill 977 Intangible assets 541 Other noncurrent assets 38 Current liabilities (246 ) Other noncurrent liabilities (842 ) Net assets 1,669 Net deemed contribution (702 ) Cash acquired (64 ) Total cash consideration, net of cash acquired $ 903 The following table summarizes the final recording of assets and liabilities at their respective carrying values as of the date presented (in millions): August 31, 2016 Current assets $ 27 Property and equipment 51 Goodwill 53 Intangible assets 56 Current liabilities (16 ) Net assets 171 Cash acquired — Total cash consideration, net of cash acquired $ 171 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations, Held-for-sale [Member] | |
Schedule of asset and liabilities classified as held for sale [Table Text Block] | December 31, December 31, (in millions) Carrying amount of assets held for sale: Cash $ 21 $ 16 Inventories 149 150 Other current assets 16 11 Property and equipment, net 1,851 1,860 Goodwill 796 1,068 Intangible assets, net 477 480 Other noncurrent assets 3 3 Total assets held for sale $ 3,313 $ 3,588 Carrying amount of liabilities associated with assets held for sale: Long term debt $ 21 $ — Other current and noncurrent liabilities 54 48 Total liabilities associated with assets held for sale $ 75 $ 48 |
Discontinued Operations Schedul
Discontinued Operations Schedule of Operations Result Associated with Discontinued Operations (Tables) - Discontinued Operations, Held-for-sale [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations Pursuant to the Purchase Agreement described in Note 1, Sellers have agreed to sell a portfolio of 1,030 company-operated retail outlets in 19 geographic regions, together with ancillary businesses and related assets, including the Laredo Taco Company (the “Business”), for an aggregate purchase price of $3.3 billion , payable in cash, plus the value of inventory at the closing of the transactions contemplated by the Purchase Agreement (the “Closing”) and the assumption of certain liabilities related to the Business by Buyers. The purchase price is subject to certain adjustments, including (i) those relating to specified items that arise during post-signing due diligence and inspections and (ii) individual properties not ultimately being acquired by Buyers due to the failure to obtain necessary third party consents or waivers or because either Buyers or Sellers exercise their respective rights, under certain circumstances, to cause a specific property to be excluded from the transaction. In addition, both the Partnership and Sunoco LLC have guaranteed Sellers’ obligations under the Purchase Agreement and related ancillary agreements pursuant to a guarantee agreement (the “Guarantee Agreement”) entered into in connection with the Purchase Agreement. In connection with the Closing, Sellers and Buyers and their respective affiliates will enter into a number of ancillary agreements, including a 15-year “take-or-pay” fuel supply agreement. On January 23, 2018, we completed the disposition of assets pursuant to the Amended and Restated Asset Purchase Agreement entered by and among Sellers, Buyers and certain other named parties for the limited purposes set forth therein, pursuant to which the parties agreed to amend and restate the Purchase Agreement to reflect commercial agreements and updates made by the parties in connection with consummation of the transactions contemplated by the Purchase Agreement. As a result of the Purchase Agreement and subsequent closing, previously eliminated wholesale motor fuel sales to the Partnership's retail locations will be reported as wholesale motor fuel sales to third parties. Also, the related accounts receivable from such sales will cease to be eliminated from the consolidated balance sheets and will be reported as accounts receivable. On January 18, 2017, with the assistance of a third-party brokerage firm, we launched a portfolio optimization plan to market and sell 97 real estate assets. Real estate assets included in this process are company-owned locations, undeveloped greenfield sites and other excess real estate. Properties are located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The properties will be sold through a sealed-bid sale. Of the 97 properties, 40 have been sold, 5 are under contract to be sold and 11 continue to be marketed by the third-party brokerage firm. Additionally, 32 were sold to 7-Eleven and 9 are part of the approximately 207 retail sites located in certain West Texas, Oklahoma and New Mexico markets which will be operated by a commission agent. The Partnership has concluded that it meets the accounting requirements for reporting the financial position, results of operations and cash flows of the Retail Divestment as discontinued operations. See Note 1 for further information regarding the Retail Divestment. The following tables present the aggregate carrying amounts of assets and liabilities classified as held for sale in the Consolidated Balance Sheets: December 31, December 31, (in millions) Carrying amount of assets held for sale: Cash $ 21 $ 16 Inventories 149 150 Other current assets 16 11 Property and equipment, net 1,851 1,860 Goodwill 796 1,068 Intangible assets, net 477 480 Other noncurrent assets 3 3 Total assets held for sale $ 3,313 $ 3,588 Carrying amount of liabilities associated with assets held for sale: Long term debt $ 21 $ — Other current and noncurrent liabilities 54 48 Total liabilities associated with assets held for sale $ 75 $ 48 Upon the classification of assets and related liabilities as held for sale, Sunoco LP’s management applied the measurement guidance in ASC 360, Property, Plant and Equipment , to calculate the fair value less cost to sell of the disposal group. In accordance with ASC 360-10-35-39, management first tested the goodwill included within the disposal group for impairment prior to measuring the disposal group’s fair value less the cost to sell. In the determination of the classification of assets held for sale and the related liabilities, management allocated a portion of the goodwill balance previously included in the Sunoco LP retail and Stripes reporting units to assets held for sale based on the relative fair values of the business to be disposed of and the portion of the respective reporting unit that will be retained in accordance with ASC 350-20-40-3. The amount of goodwill allocated to assets held for sale was approximately $796 million and $1.1 billion as of December 31, 2017 and 2016 , respectively. The remainder of the goodwill was allocated to the retained portion of the retail and Stripes reporting units, which is comprised of Sunoco LP’s ethanol plant, credit card processing services, franchise royalties and retail stores the Partnership continues to operate in the continental United States. This amount, inclusive of the portion of the Aloha reporting unit that represents retail activities, was approximately $678 million and $780 million as of December 31, 2017 and 2016 , respectively. During 2017 management performed goodwill impairment testing on its reporting units included in assets held for sale resulting in impairment charges of $387 million . Of this amount, $102 million was allocated to the sites reclassified to continuing operations in the fourth quarter within the retail and Stripes reporting units. Once allocated, management performed goodwill impairment tests on both reporting units to which the goodwill balances were allocated. No goodwill impairment was identified for the retail or Stripes reporting units as a result of these tests. The Partnership recorded transaction costs of $37 million and unit-based compensation of $6 million during 2017, as a result of the 7-Eleven Transaction. The Partnership recorded a $4 million impairment charge to property and equipment during 2017, as a result of the effects of Hurricane Harvey on the Partnership’s retail operations within discontinued operations. The results of operations associated with discontinued operations are presented in the following table: Year Ended December 31, Year Ended December 31, Year Ended December 31, (in millions) Revenues: Motor fuel sales $ 5,137 $ 3,923 $ 4,351 Merchandise 1,762 1,731 1,634 Rental income 3 2 — Other 62 56 45 Total revenues 6,964 5,712 6,030 Cost of sales: Motor fuel cost of sales 4,590 3,458 3,893 Merchandise cost of sales 1,210 1,193 1,133 Other 6 (2 ) — Total cost of sales 5,806 4,649 5,026 Gross profit 1,158 1,063 1,004 Operating expenses: General and administrative 168 114 91 Other operating 707 685 644 Rent 56 59 61 Loss on disposal of assets and impairment charge 286 455 (2 ) Depreciation, amortization and accretion expense 34 143 128 Total operating expenses 1,251 1,456 922 Operating income (loss) (93 ) (393 ) 82 Interest expense, net 36 28 21 Income (loss) from discontinued operations before income taxes (129 ) (421 ) 61 Income tax expense 48 41 23 Net income (loss) from discontinued operations $ (177 ) $ (462 ) $ 38 |
Schedule of operation result associated with discontinued operations [Table Text Block] | Year Ended December 31, Year Ended December 31, Year Ended December 31, (in millions) Revenues: Motor fuel sales $ 5,137 $ 3,923 $ 4,351 Merchandise 1,762 1,731 1,634 Rental income 3 2 — Other 62 56 45 Total revenues 6,964 5,712 6,030 Cost of sales: Motor fuel cost of sales 4,590 3,458 3,893 Merchandise cost of sales 1,210 1,193 1,133 Other 6 (2 ) — Total cost of sales 5,806 4,649 5,026 Gross profit 1,158 1,063 1,004 Operating expenses: General and administrative 168 114 91 Other operating 707 685 644 Rent 56 59 61 Loss on disposal of assets and impairment charge 286 455 (2 ) Depreciation, amortization and accretion expense 34 143 128 Total operating expenses 1,251 1,456 922 Operating income (loss) (93 ) (393 ) 82 Interest expense, net 36 28 21 Income (loss) from discontinued operations before income taxes (129 ) (421 ) 61 Income tax expense 48 41 23 Net income (loss) from discontinued operations $ (177 ) $ (462 ) $ 38 |
Discontinued Operations Sched33
Discontinued Operations Schedule of assets and liabilities classified as held for sale (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations, Held-for-sale [Member] | |
Schedule of asset and liabilities classified as held for sale [Table Text Block] | December 31, December 31, (in millions) Carrying amount of assets held for sale: Cash $ 21 $ 16 Inventories 149 150 Other current assets 16 11 Property and equipment, net 1,851 1,860 Goodwill 796 1,068 Intangible assets, net 477 480 Other noncurrent assets 3 3 Total assets held for sale $ 3,313 $ 3,588 Carrying amount of liabilities associated with assets held for sale: Long term debt $ 21 $ — Other current and noncurrent liabilities 54 48 Total liabilities associated with assets held for sale $ 75 $ 48 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net, consisted of the following: December 31, December 31, (in millions) Accounts receivable, trade $ 285 $ 361 Credit card receivables 160 133 Vendor receivables for rebates, branding, and other 29 21 Other receivables 69 27 Allowance for doubtful accounts (2 ) (3 ) Accounts receivable, net $ 541 $ 539 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: December 31, December 31, (in millions) Fuel $ 387 $ 383 Merchandise 30 29 Other 9 11 Inventories, net $ 426 $ 423 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following: December 31, December 31, (in millions) Land $ 516 $ 547 Buildings and leasehold improvements 714 666 Equipment 623 544 Construction in progress 159 185 Total property and equipment 2,012 1,942 Less: accumulated depreciation 455 358 Property and equipment, net $ 1,557 $ 1,584 |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill balances and activity for the years ended December 31, 2017 and 2016 consisted of the following: Segment Wholesale Retail Consolidated (in millions) Balance at December 31, 2015 $ 687 $ 1,007 $ 1,694 Goodwill adjustment related to Alta East acquisition 2 — 2 Goodwill related to Kolkhorst acquisition 3 — 3 Goodwill related to Emerge acquisition 78 — 78 Goodwill impairment charge — (227 ) (227 ) Balance at December 31, 2016 770 780 1,550 Goodwill adjustment related to Emerge acquisition (25 ) — (25 ) Goodwill adjustment related to Denny acquisition 7 — 7 Goodwill impairment charge — (102 ) (102 ) Balance at December 31, 2017 $ 752 $ 678 $ 1,430 |
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: December 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 $ 295 $ — $ 295 $ 288 $ — $ 288 Contractual rights 30 — 30 43 — 43 Liquor licenses 12 — 12 16 — 16 Finite-lived Customer relations including supply agreements 674 256 418 611 198 413 Favorable leasehold arrangements, net 12 5 7 10 3 7 Loan origination costs (1) 10 6 4 10 4 6 Other intangibles 5 3 2 3 1 2 Intangible assets, net $ 1,038 $ 270 $ 768 $ 981 $ 206 $ 775 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | f December 31, 2017 , the Partnership’s estimate of amortization includable in amortization expense and interest expense for each of the five succeeding fiscal years and thereafter for finite-lived intangibles is as follows (in millions): Amortization Interest 2018 $ 58 $ 2 2019 57 2 2020 55 — 2021 48 — 2022 28 — Thereafter 181 — Total $ 427 $ 4 |
Accrued Expenses and Other Cu38
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Current accrued expenses and other current liabilities consisted of the following: December 31, 2017 December 31, 2016 (in millions) Wage and other employee-related accrued expenses $ 72 $ 42 Accrued tax expense 180 154 Accrued insurance 26 23 Accrued interest expense 43 39 Dealer deposits 16 16 Accrued capital expenditures — 14 Others 31 84 Total $ 368 $ 372 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: December 31, December 31, (in millions) Term Loan (1) $ 1,243 $ 1,243 Sale leaseback financing obligation 113 117 2014 Revolver 765 1,000 6.375% Senior Notes Due 2023 (2) 800 800 5.500% Senior Notes Due 2020 (2) 600 600 6.250% Senior Notes Due 2021 (2) 800 800 Other 3 1 Total debt 4,324 4,561 Less: current maturities 6 5 Less: debt issuance costs 34 47 Long-term debt, net of current maturities $ 4,284 $ 4,509 |
Schedule of Maturities of Long-term Debt | At December 31, 2017 , scheduled future debt principal maturities are as follows (in millions): 2018 $ 6 2019 2,013 2020 606 2021 806 2022 6 Thereafter 887 Total $ 4,324 |
Other Noncurrent Liabilities (T
Other Noncurrent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities | Other noncurrent liabilities consisted of the following: December 31, 2017 December 31, 2016 (in millions) Accrued straight-line rent $ 13 $ 10 Reserve for underground storage tank removal 41 34 Reserve for environmental remediation, long-term 23 35 Unfavorable lease liability 10 12 Aloha acquisition contingent consideration 15 15 Others 23 10 Total $ 125 $ 116 |
Schedule of Change in Asset Retirement Obligation | Changes in the carrying amount of asset retirement obligations for the years ended December 31, 2017 and 2016 were as follows: Year Ended December 31, 2017 2016 (in millions) Balance at beginning of year $ 34 $ 34 Liabilities incurred 3 3 Liabilities settled (2 ) (1 ) Accretion expense 6 4 Revision of estimated cash flows — (6 ) Balance at end of year $ 41 $ 34 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related party transactions with affiliates for the years ended December 31, 2017 , 2016 , and 2015 were as follows (in millions): Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Motor fuel sales to affiliates $ 55 $ 62 $ 20 Bulk fuel purchases from affiliates $ 2,416 $ 1,867 $ 2,449 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of Rent Expense | Net rent expense consisted of the following: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (in millions) Cash rent: Store base rent (1)(2) $ 66 $ 66 $ 67 Equipment and other rent (3) 14 14 12 Total cash rent 80 80 79 Non-cash rent: Straight-line rent 1 1 — Net rent expense $ 81 $ 81 $ 79 ________________________________________________ (1) Store base rent includes the Partnership's rent expense for leased convenience store properties which are subleased to third-party operators. The sublease income from these sites is recorded in rental income on the statement of operations and totaled $25 million , $25 million and $26 million for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 , respectively. (2) Store base rent includes contingent rent expense totaling $16 million , $18 million , and $20 million for the years ending December 31, 2017 , December 31, 2016 , and December 31, 2015 , respectively. (3) Equipment and other rent consists primarily of vehicles and marine transportation vessels. |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments, excluding sale-leaseback financing obligations (see Note 10), for future fiscal years are as follows (in millions): 2018 $ 74 2019 64 2020 59 2021 53 2022 48 Thereafter 514 Total $ 812 |
Rental Income under Operating43
Rental Income under Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Rental Income Under Operating Leases [Abstract] | |
Schedule of Property Subject to or Available for Operating Lease | December 31, December 31, (in millions) Land $ 354 $ 303 Buildings and improvements 254 224 Equipment 53 137 Total property and equipment 661 664 Less: accumulated depreciation (90 ) (121 ) Property and equipment, net $ 571 $ 543 |
Schedule of Minimum Future Rental Income | Minimum future rental income under non-cancelable operating leases as of December 31, 2017 is as follows (in millions): 2018 $ 56 2019 41 2020 23 2021 11 2022 7 Thereafter 6 Total minimum future rentals $ 144 |
Interest Expense, net (Tables)
Interest Expense, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Interest Income (Expense), Net [Abstract] | |
Schedule of Interest Expense | Components of net interest expense were as follows: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (in millions) Interest expense $ 195 $ 153 $ 65 Amortization of deferred financing fees 15 11 4 Interest income (1 ) (3 ) (2 ) Interest expense, net $ 209 $ 161 $ 67 |
Income Tax Expense (Tables)
Income Tax Expense (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Federal and State Components of Income Tax Expense (Benefit) | The components of the federal and state income tax expense (benefit) are summarized as follows: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (in millions) Current: Federal $ — $ (65 ) $ (3 ) State 2 1 1 Total current income tax expense 2 (64 ) (2 ) Deferred: Federal (302 ) (12 ) 12 State (6 ) 4 19 Total deferred tax expense (benefit) (308 ) (8 ) 31 Net income tax expense (benefit) $ (306 ) $ (72 ) $ 29 |
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 (benefit) is as follows: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (in millions) Tax at statutory federal rate of 35 percent $ 7 $ (6 ) $ 65 Partnership earnings not subject to tax (126 ) (127 ) (55 ) Goodwill impairment 36 55 — Revaluation of investments in affiliates — — 9 State and local tax, net of federal benefit (6 ) 4 1 Statutory rate change (225 ) — 8 Other 8 2 1 Net income tax expense (benefit) $ (306 ) $ (72 ) $ 29 |
Schedule of Principal Components of Deferred Tax Assets (Liabilities) | Deferred taxes result from the temporary differences between financial reporting carrying amounts and the tax basis of existing assets and liabilities. Principal components of deferred tax assets and liabilities are as follows: December 31, 2017 December 31, 2016 (in millions) Deferred tax assets: Environmental, asset retirement obligations, and other reserves $ 20 $ 28 Inventories (1 ) 12 Net operating loss carry forwards 79 92 Other 78 61 Total deferred tax assets 176 193 Deferred tax liabilities: Fixed assets 324 506 Trademarks and other intangibles 169 272 Investments in affiliates 72 58 Total deferred tax liabilities 565 836 Net deferred income tax liabilities $ 389 $ 643 |
Partners' Capital (Tables)
Partners' Capital (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Partners' Capital [Abstract] | |
Schedule of Common Unit Activity | As of December 31, 2017 , $295 million of our common units remained available to be issued under the equity distribution agreement. Common unit activity for the years ended December 31, 2017 and 2016 was as follows: Number of Units Number of common units at December 31, 2015 87,365,706 Common units issued in connection with ETP Dropdown 5,710,922 Common units issued in connection with the PIPE Transaction 2,263,158 Common units issued in connection with the ATM 2,840,399 Phantom unit vesting 861 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 195,813 Other 22,390 Number of common units at December 31, 2017 99,667,999 |
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): Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Attributable to Common Units Distributions (a) $ 328 $ 317 $ 156 Distributions in excess of net income (293 ) (809 ) (112 ) Limited partners' interest in net income (loss) $ 35 $ (492 ) $ 44 Attributable to Subordinated Units Distributions (a) $ — $ — $ 23 Distributions in excess of net income — — (12 ) Limited partners' interest in net income $ — $ — $ 11 (a) Distributions declared per unit $ 3.3020 $ 3.2938 $ 2.8851 |
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 | Cash distributions paid were as follows: Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders (in millions, except per unit amounts) February 14, 2018 $ 0.8255 $ 82 $ 21 November 14, 2017 $ 0.8255 $ 82 $ 22 August 15, 2017 $ 0.8255 $ 82 $ 21 May 16, 2017 $ 0.8255 $ 82 $ 21 February 16, 2017 $ 0.8255 $ 81 $ 21 November 15, 2016 $ 0.8255 $ 79 $ 20 August 15, 2016 $ 0.8255 $ 79 $ 20 May 16, 2016 $ 0.8173 $ 78 $ 20 February 16, 2016 $ 0.8013 $ 70 $ 17 November 27, 2015 $ 0.7454 $ 47 $ 8 August 28, 2015 $ 0.6934 $ 29 $ 3 May 29, 2015 $ 0.6450 $ 23 $ 1 February 27, 2015 $ 0.6000 $ 21 $ 1 |
Partners' Capital Preferred uni
Partners' Capital Preferred unit distribution (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Distributions Made to Limited Partner, by Distribution | Cash distributions paid were as follows: Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders (in millions, except per unit amounts) February 14, 2018 $ 0.8255 $ 82 $ 21 November 14, 2017 $ 0.8255 $ 82 $ 22 August 15, 2017 $ 0.8255 $ 82 $ 21 May 16, 2017 $ 0.8255 $ 82 $ 21 February 16, 2017 $ 0.8255 $ 81 $ 21 November 15, 2016 $ 0.8255 $ 79 $ 20 August 15, 2016 $ 0.8255 $ 79 $ 20 May 16, 2016 $ 0.8173 $ 78 $ 20 February 16, 2016 $ 0.8013 $ 70 $ 17 November 27, 2015 $ 0.7454 $ 47 $ 8 August 28, 2015 $ 0.6934 $ 29 $ 3 May 29, 2015 $ 0.6450 $ 23 $ 1 February 27, 2015 $ 0.6000 $ 21 $ 1 |
Series A Preferred Unit [Member] | |
Distributions Made to Limited Partner, by Distribution | Series A Preferred Unit Holder Payment Date Total Cash Distribution (in millions) February 14, 2018 $ 8 November 14, 2017 $ 7 August 15, 2017 $ 8 |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation [Abstract] | |
Schedule of Nonvested Share Activity | Phantom unit award activity for the years ended December 31, 2017 and December 31, 2016 consisted of the following: 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 203,867 28.31 Vested (289,377 ) 45.48 Forfeited (150,823 ) 34.71 Outstanding at December 31, 2017 1,777,301 $ 31.89 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables present financial information by segment for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 . Segment Financial Data for the Year Ended December 31, 2017 Wholesale Segment Retail Segment Intercompany Eliminations Totals (in millions) Revenue Retail motor fuel $ — $ 1,577 $ 1,577 Wholesale motor fuel sales to third parties 9,278 — 9,278 Wholesale motor fuel sales to affiliates 55 — 55 Merchandise — 571 571 Rental income 77 12 89 Other 50 103 153 Intersegment sales 1,472 125 (1,597 ) — Total revenue 10,932 2,388 (1,597 ) 11,723 Gross profit Retail motor fuel — 157 157 Wholesale motor fuel 535 — 535 Merchandise — 185 185 Rental and other 116 115 231 Total gross profit 651 457 1,108 Total operating expenses 406 473 879 Operating income 245 (16 ) 229 Interest expense, net 88 121 209 Income (loss) from continuing operations before income taxes 157 (137 ) 20 Income tax benefit (10 ) (296 ) (306 ) Income from continuing operations 167 159 326 Loss from discontinued operations, net of income taxes — (177 ) (177 ) Net income and comprehensive income $ 167 $ (18 ) $ 149 Depreciation, amortization and accretion (1) 118 85 203 Interest expense, net (1) 88 157 245 Income tax benefit (1) (10 ) (248 ) (258 ) EBITDA 363 (24 ) 339 Non-cash compensation expense (1) 2 22 24 Loss on disposal of assets and impairment charges (1) 8 392 400 Unrealized gain on commodity derivatives (1) (3 ) — (3 ) Inventory fair value adjustments (1) (24 ) (4 ) (28 ) Adjusted EBITDA $ 346 $ 386 $ 732 Capital expenditures (1) $ 71 $ 106 $ 177 Total assets (1) $ 3,130 $ 5,214 $ 8,344 ________________________________ (1) Includes amounts from discontinued operations. Segment Financial Data for the Year Ended December 31, 2016 Wholesale Segment Retail Segment Intercompany Eliminations Totals (in millions) Revenue Retail motor fuel $ — $ 1,338 $ 1,338 Wholesale motor fuel sales to third parties 7,812 — 7,812 Wholesale motor fuel sales to affiliates 62 — 62 Merchandise — 541 541 Rental income 76 12 88 Other 45 100 145 Intersegment sales 1,195 133 (1,328 ) — Total revenue 9,190 2,124 (1,328 ) 9,986 Gross profit Retail motor fuel — 163 163 Wholesale motor fuel 596 — 596 Merchandise — 178 178 Rental and other 110 109 219 Total gross profit 706 450 1,156 Total operating expenses 390 621 1,011 Operating income (loss) 316 (171 ) 145 Interest expense, net 59 102 161 Income (loss) from continuing operations before income taxes 257 (273 ) (16 ) Income tax expense (benefit) 5 (77 ) (72 ) Income (loss) from continuing operations 252 (196 ) 56 Loss from discontinued operations, net of income taxes — (462 ) (462 ) Net income (loss) and comprehensive income (loss) $ 252 $ (658 ) $ (406 ) Depreciation, amortization and accretion (1) 94 225 319 Interest expense, net (1) 59 130 189 Income tax expense (benefit) (1) 5 (36 ) (31 ) EBITDA 410 (339 ) 71 Non-cash compensation expense (1) 6 7 13 Loss (gain) on disposal of assets (1) (3 ) 683 680 Unrealized gain on commodity derivatives (1) 5 — 5 Inventory fair value adjustments (1) (98 ) (6 ) (104 ) Adjusted EBITDA $ 320 $ 345 $ 665 Capital expenditures (1) $ 112 $ 327 $ 439 Total assets (1) $ 3,201 $ 5,500 $ 8,701 ________________________________ (1) Includes amounts from discontinued operations. Segment Financial Data for the Year Ended December 31, 2015 Wholesale Segment Retail Segment Intercompany Eliminations Totals (in millions) Revenue Retail motor fuel $ — $ 1,540 $ 1,540 Wholesale motor fuel sales to third parties 10,104 — 10,104 Wholesale motor fuel sales to affiliates 20 — 20 Merchandise — 544 544 Rental income 52 29 81 Other 28 113 141 Intersegment sales 1,407 124 (1,531 ) — Total revenue 11,611 2,350 (1,531 ) 12,430 Gross profit Retail motor fuel — 200 200 Wholesale motor fuel 384 — 384 Merchandise — 179 179 Rental and other 74 143 217 Total gross profit 458 522 980 Total operating expenses 332 396 728 Operating income 126 126 252 Interest expense, net 54 13 67 Income from continuing operations before income taxes 72 113 185 Income tax expense 4 25 29 Income from continuing operations 68 88 156 Income from discontinued operations, net of income taxes — 38 38 Net income and comprehensive income $ 68 $ 126 $ 194 Depreciation, amortization and accretion (1) 68 210 278 Interest expense, net (1) 55 33 88 Income tax expense (1) 4 48 52 EBITDA 195 417 612 Non-cash compensation expense (1) 4 4 8 Loss (gain) on disposal of assets (1) 1 (2 ) (1 ) Unrealized gain on commodity derivatives (1) 2 — 2 Inventory fair value adjustments (1) 78 20 98 Adjusted EBITDA $ 280 $ 439 $ 719 Capital expenditures (1) $ 65 $ 426 $ 491 Total assets (1) $ 2,926 $ 5,916 $ 8,842 |
Net Income per Unit (Tables)
Net Income per Unit (Tables) | 12 Months Ended |
Dec. 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: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 (in millions, except units and per unit amounts) Income from continuing operations $ 326 $ 56 $ 156 Less: Net income and comprehensive income attributable to noncontrolling interest — — 4 Less: Preacquisition income allocated to general partner — — 75 Income from continuing operations attributable to partners 326 56 77 Less: Series A Preferred units 23 — — Incentive distribution rights 85 81 30 Distributions on nonvested phantom unit awards 6 5 2 Limited partners' interest in net income (loss) from continuing operations $ 212 $ (30 ) $ 45 Income (loss) from discontinued operations $ (177 ) $ (462 ) $ 38 Less: Preacquisition income allocated to general partner — — 28 Limited partners' interest in net income (loss) from discontinued operations $ (177 ) $ (462 ) $ 10 Weighted average limited partner units outstanding: Common - basic 99,270,120 93,575,530 40,253,913 Common - equivalents 458,234 28,305 21,738 Common - diluted 99,728,354 93,603,835 40,275,651 Subordinated - (basic and diluted) — — 10,010,333 Income (loss) from continuing operations per limited partner unit: Common - basic $ 2.13 $ (0.32 ) $ 0.91 Common - diluted $ 2.12 $ (0.32 ) $ 0.91 Subordinated - basic and diluted (1) $ — $ — $ 1.17 Income (loss) from discontinued operations per limited partner unit: Common - basic $ (1.78 ) $ (4.94 ) $ 0.20 Common - diluted $ (1.78 ) $ (4.94 ) $ 0.20 Subordinated - basic and diluted (1) $ — $ — $ 0.23 ___________________________ (1) The subordination period ended on November 30, 2015, at which time outstanding subordinated units were converted to common units. Distributions and the partners' interest in net income were allocated to the subordinated units through November 30, 2015. |
Selected Quarterly Results of51
Selected Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following table sets forth certain unaudited financial and operating data for each quarter during 2017 and 2016 . The unaudited quarterly information includes all normal recurring adjustments that we consider necessary for a fair presentation of the information shown. 2017 2016 4th 3rd 2nd 1st 4th 3rd 2nd 1st Motor fuel sales $ 2,758 $ 2,849 $ 2,685 $ 2,618 $ 2,634 $ 2,415 $ 2,367 $ 1,796 Merchandise sales 142 151 147 131 133 142 138 128 Rental and other income 59 64 60 59 57 62 58 56 Total revenues $ 2,959 $ 3,064 $ 2,892 $ 2,808 $ 2,824 $ 2,619 $ 2,563 $ 1,980 Motor fuel gross profit $ 176 $ 203 $ 155 $ 158 $ 197 $ 182 $ 206 $ 174 Merchandise gross profit 45 49 48 43 44 46 46 42 Other gross profit 56 64 56 55 55 54 56 54 Total gross profit $ 277 $ 316 $ 259 $ 256 $ 296 $ 282 $ 308 $ 270 Income (loss) from operations $ 65 $ 128 $ (20 ) $ 56 $ (140 ) $ 76 $ 120 $ 89 Net Income (loss) $ 232 $ 138 $ (222 ) $ 1 $ (585 ) $ 45 $ 72 $ 62 Income (loss) from continuing operations per limited partner unit: Common (basic) $ 1.91 $ 0.92 $ (0.58 ) $ (0.11 ) $ (1.51 ) $ 0.09 $ 0.60 $ 0.56 Common (diluted) $ 1.90 $ 0.91 $ (0.59 ) $ (0.11 ) $ (1.51 ) $ 0.09 $ 0.60 $ 0.56 Income (loss) from discontinued operations per limited partner unit: Common (basic) $ 0.11 $ 0.17 $ (1.94 ) $ (0.11 ) $ (4.81 ) $ 0.15 $ (0.07 ) $ (0.09 ) Common (diluted) $ 0.11 $ 0.17 $ (1.94 ) $ (0.11 ) $ (4.81 ) $ 0.15 $ (0.07 ) $ (0.09 ) |
Organization and Principles o52
Organization and Principles of Consolidation - Additional Information (Details) | Aug. 21, 2015 | Jul. 31, 2015 | Jul. 01, 2015 | Apr. 01, 2015 | Oct. 01, 2014 | Aug. 29, 2014 | Sep. 25, 2012shares | Dec. 31, 2017statesegment | Apr. 06, 2017stores | Mar. 31, 2016 | Jan. 01, 2016 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Units sold in public offering (in shares) | shares | 10,925,000 | ||||||||||
Percentage of non economic general partner interest and incentive distribution rights | 100.00% | ||||||||||
Number of states in which entity operates | 30 | ||||||||||
Percentage of membership interest acquired | 100.00% | 100.00% | |||||||||
Number of operating segments | segment | 2 | ||||||||||
Number of stores | stores | 207 | ||||||||||
Mid Atlantic Convenience Stores Limited Liability Company [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Percentage of membership interest acquired | 100.00% | ||||||||||
Susser [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Percentage of membership interest acquired | 100.00% | ||||||||||
Percentage of membership interest acquired | 100.00% | ||||||||||
Sunoco LLC [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Percentage of membership interest acquired | 50.10% | 49.90% | |||||||||
Percentage of membership interest acquired | 31.58% | ||||||||||
Noncontrolling interest, ownership percentage | 68.42% | ||||||||||
Sunoco Retail LLC [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Percentage of membership interest acquired | 100.00% | 100.00% | |||||||||
Retail Segment [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Number of states in which entity operates | 20 | ||||||||||
Wholesale Segment [Member] | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Number of states in which entity operates | 30 |
Summary of Significant Accoun53
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Number of operating segments | segment | 2 | |||
Advertising costs | $ 24 | $ 22 | $ 22 | |
Assets Held-for-sale, Not Part of Disposal Group, Current | 3,313 | 177 | ||
Excise and sales taxes | $ 234 | $ 243 | $ 231 | |
Percentage of qualifying income | 90.00% | 90.00% | 90.00% | |
assets held for sale, current and noncurrent | $ 3,600 | |||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Intangible asset, useful life | 5 years | |||
Lease term | 5 years | |||
Minimum [Member] | Supply Agreements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Intangible assets, weighted average useful life | 5 years | |||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Intangible asset, useful life | 20 years | |||
Lease term | 15 years | |||
Maximum [Member] | Supply Agreements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Intangible assets, weighted average useful life | 15 years | |||
Building [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
PP&E, useful life | 40 years | |||
Equipment [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
PP&E, useful life | 3 years | |||
Equipment [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
PP&E, useful life | 15 years | |||
Underground Storage Tanks [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
PP&E, useful life | 30 years | |||
Land Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
PP&E, useful life | 20 years | |||
Vehicles [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Lease term | 5 years |
Mergers and Acquisitions - Sche
Mergers and Acquisitions - Schedules (Details) - USD ($) $ in Millions | Aug. 31, 2016 | Aug. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,430 | $ 1,550 | $ 1,694 | ||
Susser [Member] | |||||
Business Acquisition [Line Items] | |||||
Net assets | $ 1,669 | ||||
Total cash consideration, net of cash acquired | $ 903 | ||||
Emerge Energy Services L P [Member] | |||||
Business Acquisition [Line Items] | |||||
Current assets | $ 27 | ||||
Property and equipment | 51 | ||||
Goodwill | 53 | ||||
Intangible assets | 56 | ||||
Current liabilities | (16) | ||||
Net assets | 171 | ||||
Cash acquired | 0 | ||||
Total cash consideration, net of cash acquired | $ 171 |
Mergers and Acquisitions - Suno
Mergers and Acquisitions - Sunoco LLC and Sunoco Retail LLC Acquisitions (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Aug. 21, 2015 | Jul. 01, 2015 | Apr. 01, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Jan. 01, 2016 |
Business Acquisition [Line Items] | |||||||||
Percentage of membership interest acquired | 100.00% | 100.00% | |||||||
Equity units issued (in shares) | 5,710,922 | ||||||||
Sunoco LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of membership interest acquired | 31.58% | ||||||||
Percentage of membership interest acquired | 49.90% | 50.10% | |||||||
Consideration transferred | $ 775 | ||||||||
Equity units issued (in shares) | 795,482 | ||||||||
Pro forma revenues | $ 2,400 | $ 5,500 | |||||||
Pro forma net income (loss) | $ 25 | $ 73 | |||||||
Sunoco LLC [Member] | Common Units [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity units issued (in shares) | 5,710,922 | ||||||||
Sunoco Retail LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of membership interest acquired | 100.00% | 100.00% | |||||||
E T P Dropdown [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of membership interest acquired | 68.42% | ||||||||
Payments to acquire business | $ 2,200 | ||||||||
Sunmarks Limited Liability Company [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of membership interest acquired | 100.00% | ||||||||
Sunoco Retail LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Pro forma revenues | $ 1,500 | ||||||||
Pro forma net income (loss) | $ 11 | ||||||||
6.375% Senior Notes Due 2023 [Member] | Senior Notes [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stated interest rate | 6.375% | 6.375% | |||||||
6.375% Senior Notes Due 2023 [Member] | Senior Notes [Member] | Sunoco Limited Liability Company And Sunoco Retail Limited Liability Company [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stated interest rate | 6.375% |
Mergers and Acquisitions - Suss
Mergers and Acquisitions - Susser Acquisition (Narrative) (Details) $ in Millions | Aug. 19, 2015 | Jul. 31, 2015USD ($)shares | Jul. 31, 2015USD ($) | Dec. 31, 2016shares | Dec. 31, 2015USD ($) | Jul. 30, 2015shares |
Business Acquisition [Line Items] | ||||||
Equity units issued (in shares) | 5,710,922 | |||||
Susser [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of membership interest acquired | 100.00% | 100.00% | ||||
Payments to acquire business | $ | $ 967 | |||||
Pro forma revenues | $ | $ 2,600 | $ 742 | ||||
Pro forma net income (loss) | $ | $ 18 | $ (15) | ||||
Class B Units [Member] | Susser [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Equity units issued (in shares) | 21,978,980 | |||||
Conversion ratio | 1 | |||||
Common Units [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Partners' capital account, converted units (in shares) | 79,308 | |||||
Common Units [Member] | Susser [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Partners' capital account, converted units (in shares) | 79,308 | |||||
Limited partner interest, units issued (in shares) | 79,308 | |||||
Common Units [Member] | Class A Units [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Partners' capital account, converted units (in shares) | 79,308 | |||||
Common Units [Member] | Class A Units [Member] | Susser [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Partners' capital account, units issued upon acquisition (in shares) | 79,308 | |||||
Subordinated Units [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Partners' capital account, converted units (in shares) | 10,939,436 | |||||
Subordinated Units [Member] | Susser [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Partners' capital account, converted units (in shares) | 10,939,436 | |||||
Limited partner interest, units issued (in shares) | 10,939,436 | |||||
Subordinated Units [Member] | Class A Units [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Partners' capital account, converted units (in shares) | 10,939,436 | |||||
Subordinated Units [Member] | Class A Units [Member] | Susser [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Partners' capital account, units issued upon acquisition (in shares) | 10,939,436 |
Mergers and Acquisitions - Emer
Mergers and Acquisitions - Emerge Fuels Business Acquisition (Narrative) (Details) - Emerge Energy Services L P [Member] $ in Millions | Aug. 31, 2016USD ($)Boeplant |
Business Acquisition [Line Items] | |
Consideration transferred | $ | $ 171 |
Number of transmix processing plants | plant | 2 |
Barrels per day able to be processed by transmix plants (over) | 10,000 |
Barrels of storage capacity of transmix plants (over) | 800,000 |
Mergers and Acquisitions - Othe
Mergers and Acquisitions - Other Acquisitions (Narrative) (Details) $ in Millions | Oct. 12, 2016USD ($)locationproperty | Jun. 22, 2016USD ($)restaurantstorestractproperty | Dec. 16, 2015USD ($)property | Dec. 31, 2015USD ($) | Apr. 06, 2017stores |
Business Acquisition [Line Items] | |||||
Number of stores | stores | 207 | ||||
Denny Oil Company [Member] | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 55 | ||||
Number of company-operated locations | location | 6 | ||||
Number of dealer-operated locations | location | 6 | ||||
Change in goodwill | $ 19 | ||||
Number of fee properties | property | 13 | ||||
Kolkhorst Petroleum Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Change in goodwill | $ 19 | ||||
Number of fee properties | property | 5 | ||||
Number of leased properties | property | 9 | ||||
Valentine Stores Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of company-operated locations | stores | 18 | ||||
Change in goodwill | $ 42 | ||||
Number of fee properties | property | 19 | ||||
Number of tracts of land | tract | 3 | ||||
Alta East, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 57 | ||||
Change in goodwill | $ 19 | ||||
Number of fee properties | property | 24 | ||||
Number of leased properties | property | 6 | ||||
Number of fee and leased property non operating surplus | property | 2 | ||||
Other Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 66 | ||||
Change in goodwill | $ 13 | ||||
TEXAS | Kolkhorst Petroleum Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 39 | ||||
Number of stores | stores | 14 | ||||
NEW YORK | Valentine Stores Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 78 | ||||
Number of stores | stores | 18 | ||||
Tim Hortons Restaurant [Member] | Valentine Stores Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of restaurants | restaurant | 1 | ||||
Number of leased properties | property | 1 |
Discontinued Operations (Detail
Discontinued Operations (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017USD ($)stores | Dec. 31, 2017USD ($)stores | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Apr. 06, 2017USD ($)stores | Jan. 18, 2017stores | |
Goodwill | $ 1,430 | $ 1,430 | $ 1,550 | $ 1,694 | ||
Intangible assets, net | $ 768 | 768 | 775 | |||
Number of stores | stores | 207 | |||||
Goodwill, Impairment charges, including discontinued operations | 387 | |||||
Impairment in goodwill | (102) | (227) | ||||
Non-cash unit based compensation expense | 24 | 13 | 8 | |||
Tangible Asset Impairment Charges | 4 | |||||
Portfolio Optimization Plan [Member] | ||||||
Number of stores | stores | 97 | |||||
7-Eleven sales [Member] | ||||||
Number of stores | stores | 1,030 | |||||
Business acquisition, total purchase price | $ 3,300 | |||||
Transaction cost | 37 | |||||
Non-cash unit based compensation expense | $ 6 | |||||
Sold store [Member] | Portfolio Optimization Plan [Member] | ||||||
Number of stores | stores | 40 | 40 | ||||
Stores under contract [Member] | Portfolio Optimization Plan [Member] | ||||||
Number of stores | stores | 5 | 5 | ||||
stores on market [Member] | Portfolio Optimization Plan [Member] | ||||||
Number of stores | stores | 11 | 11 | ||||
Other entities [Member] | Sold store [Member] | Portfolio Optimization Plan [Member] | ||||||
Number of stores | stores | 9 | 9 | ||||
7-Eleven sales [Member] | Sold store [Member] | Portfolio Optimization Plan [Member] | ||||||
Number of stores | stores | 32 | 32 | ||||
Retail Segment [Member] | ||||||
Goodwill | $ 678 | $ 678 | 780 | $ 1,007 | ||
Impairment in goodwill | 102 | (227) | ||||
Discontinued Operations, Held-for-sale [Member] | ||||||
Goodwill | 796 | 796 | 1,068 | |||
Intangible assets, net | 477 | $ 477 | $ 480 | |||
Impairment in goodwill | $ (23) |
Discontinued Operations Sched60
Discontinued Operations Schedule of assets and liabilities classified as held for sale (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Inventories, net | $ 426 | $ 423 | |
Other current assets | 81 | 73 | |
Property and equipment, net | 1,557 | 1,584 | |
Goodwill | 1,430 | 1,550 | $ 1,694 |
Intangible assets, net | 768 | 775 | |
Other noncurrent assets | 45 | 63 | |
Other | 3 | 1 | |
Other noncurrent liabilities | 125 | 116 | |
Discontinued Operations, Held-for-sale [Member] | |||
Cash | 21 | 16 | |
Inventories, net | 149 | 150 | |
Other current assets | 16 | 11 | |
Property and equipment, net | 1,851 | 1,860 | |
Goodwill | 796 | 1,068 | |
Intangible assets, net | 477 | 480 | |
Other noncurrent assets | 3 | 3 | |
Other | 21 | 0 | |
Other noncurrent liabilities | $ 54 | $ 48 |
Discontinued Operations Sched61
Discontinued Operations Schedule of operation result associated with discontinued operations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retail motor fuel | $ 1,577 | $ 1,338 | $ 1,540 | ||||||||
Merchandise | $ 142 | $ 151 | $ 147 | $ 131 | $ 133 | $ 142 | $ 138 | $ 128 | 571 | 541 | 544 |
Rental income | 89 | 88 | 81 | ||||||||
Other | 153 | 145 | 141 | ||||||||
Revenues | 2,959 | 3,064 | 2,892 | 2,808 | 2,824 | 2,619 | 2,563 | 1,980 | 11,723 | 9,986 | 12,430 |
Retail motor fuel cost of sales | 1,420 | 1,175 | 1,340 | ||||||||
Merchandise cost of sales | 386 | 363 | 365 | ||||||||
Other | (11) | (14) | (5) | ||||||||
Cost of Revenue | 10,615 | 8,830 | 11,450 | ||||||||
Gross Profit | 277 | 316 | 259 | 256 | 296 | 282 | 308 | 270 | 1,108 | 1,156 | 980 |
General and administrative | 140 | 155 | 126 | ||||||||
Other operating | 375 | 374 | 372 | ||||||||
Rent | 81 | 81 | 79 | ||||||||
Loss on disposal of assets and impairment charge | 114 | 225 | 1 | ||||||||
Depreciation, amortization and accretion | 169 | 176 | 150 | ||||||||
Total operating expenses | 879 | 1,011 | 728 | ||||||||
Operating income | $ 65 | $ 128 | $ (20) | $ 56 | $ (140) | $ 76 | $ 120 | $ 89 | 229 | 145 | 252 |
Interest expense, net | 209 | 161 | 67 | ||||||||
Income tax expense (benefit) | (306) | (72) | 29 | ||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (177) | (462) | 38 | ||||||||
Discontinued Operations [Member] | |||||||||||
Retail motor fuel | 5,137 | 3,923 | 4,351 | ||||||||
Merchandise | 1,762 | 1,731 | 1,634 | ||||||||
Rental income | 3 | 2 | 0 | ||||||||
Other | 62 | 56 | 45 | ||||||||
Revenues | 6,964 | 5,712 | 6,030 | ||||||||
Retail motor fuel cost of sales | 4,590 | 3,458 | 3,893 | ||||||||
Merchandise cost of sales | 1,210 | 1,193 | 1,133 | ||||||||
Other | (6) | (2) | 0 | ||||||||
Cost of Revenue | 5,806 | 4,649 | 5,026 | ||||||||
Gross Profit | 1,158 | 1,063 | 1,004 | ||||||||
General and administrative | 168 | 114 | 91 | ||||||||
Other operating | 707 | 685 | 644 | ||||||||
Rent | 56 | 59 | 61 | ||||||||
Loss on disposal of assets and impairment charge | 286 | 455 | (2) | ||||||||
Depreciation, amortization and accretion | 34 | 143 | 128 | ||||||||
Total operating expenses | 1,251 | 1,456 | 922 | ||||||||
Operating income | (93) | (393) | 82 | ||||||||
Interest expense, net | 36 | 28 | 21 | ||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (129) | (421) | 61 | ||||||||
Income tax expense (benefit) | 48 | 41 | 23 | ||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (177) | $ (462) | $ 38 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ (2) | $ (3) |
Accounts receivable, net | 541 | 539 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 285 | 361 |
Credit Card Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 160 | 133 |
Vendor receivables for rebates, branding and other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 29 | 21 |
Other Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | $ 69 | $ 27 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Inventory Fuel | $ 387 | $ 383 |
Merchandise | 30 | 29 |
Equipment and maintenance spare parts | 9 | 11 |
Inventories, net | $ 426 | $ 423 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,012 | $ 1,942 |
Less: accumulated depreciation | 455 | 358 |
Property and equipment, net | 1,557 | 1,584 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 516 | 547 |
Buildings and leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 714 | 666 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 623 | 544 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 159 | $ 185 |
Property and Equipment, net -
Property and Equipment, net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 102 | $ 111 | $ 113 |
Goodwill and Other Intangible66
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets (Goodwill Rollforward) (Details) - USD ($) $ in Millions | Oct. 12, 2016 | Jun. 22, 2016 | Dec. 16, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill [Roll Forward] | ||||||
Goodwill | $ 1,550 | $ 1,694 | ||||
Impairment in goodwill | 102 | 227 | ||||
Goodwill | 1,430 | 1,550 | $ 1,694 | |||
Wholesale Segment [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill | 770 | 687 | ||||
Impairment in goodwill | 0 | 0 | ||||
Goodwill | 752 | 770 | 687 | |||
Retail Segment [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill | 780 | 1,007 | ||||
Impairment in goodwill | (102) | 227 | ||||
Goodwill | 678 | 780 | 1,007 | |||
ETP Merger [Member] | Retail Segment [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwil adjustments related to acquisition | 0 | |||||
Alta East, Inc [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill related to acquisition | $ 19 | |||||
Goodwil adjustments related to acquisition | 2 | |||||
Alta East, Inc [Member] | Wholesale Segment [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwil adjustments related to acquisition | 2 | |||||
Kolkhorst Petroleum Inc [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill related to acquisition | $ 19 | |||||
Goodwil adjustments related to acquisition | 3 | |||||
Kolkhorst Petroleum Inc [Member] | Wholesale Segment [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwil adjustments related to acquisition | 3 | |||||
Kolkhorst Petroleum Inc [Member] | Retail Segment [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwil adjustments related to acquisition | 0 | |||||
Valentine Stores Inc [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill related to acquisition | $ 42 | |||||
Emerge Energy Services L P [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill related to acquisition | 78 | |||||
Goodwil adjustments related to acquisition | (25) | |||||
Emerge Energy Services L P [Member] | Wholesale Segment [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill related to acquisition | 78 | |||||
Goodwil adjustments related to acquisition | (25) | |||||
Emerge Energy Services L P [Member] | Retail Segment [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill related to acquisition | 0 | $ 0 | ||||
Denny Oil Company [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill related to acquisition | $ 19 | |||||
Goodwil adjustments related to acquisition | 7 | |||||
Denny Oil Company [Member] | Wholesale Segment [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwil adjustments related to acquisition | 7 | |||||
Denny Oil Company [Member] | Retail Segment [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill related to acquisition | $ 0 | |||||
Other Acquisition [Member] | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill related to acquisition | $ 13 |
Goodwill and Other Intangible67
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||||
Goodwill, Impairment charges, including discontinued operations | $ 387 | |||
Impairment in goodwill | 102 | $ 227 | ||
Amortization of intangible assets | $ 61 | 61 | $ 37 | |
Customer Relations And Supply Agreements [Member] | ||||
Goodwill [Line Items] | ||||
Remaining amortization period | 11 years | |||
Favorable leasehold arrangements, net [Member] | ||||
Goodwill [Line Items] | ||||
Remaining amortization period | 14 years | |||
Other Intangible Assets [Member] | ||||
Goodwill [Line Items] | ||||
Remaining amortization period | 13 years | |||
Deferred Loan Origination Costs | ||||
Goodwill [Line Items] | ||||
Remaining amortization period | 2 years | |||
Retail Segment [Member] | ||||
Goodwill [Line Items] | ||||
Impairment in goodwill | $ (102) | $ 227 | ||
Contractual Rights [Member] | ||||
Goodwill [Line Items] | ||||
Impairment of intangible assets | 13 | |||
Liquor Licenses [Member] | ||||
Goodwill [Line Items] | ||||
Impairment of intangible assets | $ 4 | |||
Discontinued Operations, Held-for-sale [Member] | ||||
Goodwill [Line Items] | ||||
Impairment in goodwill | $ 23 |
Goodwill and Other Intangible68
Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Gross Carrying Amount | $ 1,038 | $ 981 |
Accumulated Amortization | 270 | 206 |
Net Book Value | 427 | |
Intangible assets, net | 768 | 775 |
Customer Relations And Supply Agreements [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Gross Carrying Amount | 674 | 611 |
Accumulated Amortization | 256 | 198 |
Net Book Value | 418 | 413 |
Favorable leasehold arrangements, net [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Gross Carrying Amount | 12 | 10 |
Accumulated Amortization | 5 | 3 |
Net Book Value | 7 | 7 |
Deferred Loan Origination Costs | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Gross Carrying Amount | 10 | 10 |
Accumulated Amortization | 6 | 4 |
Net Book Value | 4 | 6 |
Other Intangible Assets [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Gross Carrying Amount | 5 | 3 |
Accumulated Amortization | 3 | 1 |
Net Book Value | 2 | 2 |
Trade Names [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Gross Carrying Amount | 295 | 288 |
Accumulated Amortization | 0 | 0 |
Net Book Value | 295 | 288 |
Contractual Rights [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Gross Carrying Amount | 30 | 43 |
Accumulated Amortization | 0 | 0 |
Net Book Value | 30 | 43 |
Liquor Licenses [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Gross Carrying Amount | 12 | 16 |
Accumulated Amortization | 0 | 0 |
Net Book Value | $ 12 | $ 16 |
Goodwill and Other Intangible69
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets (Intangible Amortization) (Details) $ in Millions | Dec. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization, 2017 | $ 58 |
Amortization, 2018 | 57 |
Amortization, 2019 | 55 |
Amortization, 2020 | 48 |
Amortization, 2021 | 28 |
Amortization, thereafter | 181 |
Net Book Value | 427 |
Interest, 2017 | 2 |
Interest, 2018 | 2 |
Interest, 2019 | 0 |
Interest, 2020 | 0 |
Interest, 2021 | 0 |
Interest, thereafter | 0 |
Total | $ 4 |
Accrued Expenses and Other Cu70
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Wage and other employee-related accrued expenses | $ 72 | $ 42 |
Accrued tax expense | 180 | 154 |
Accrued Insurance | 26 | 23 |
Accrued interest expense | 43 | 39 |
Others | 31 | 84 |
Total | $ 368 | $ 372 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 07, 2016 | Mar. 31, 2016 | Jul. 20, 2015 | Apr. 01, 2015 |
Debt Instrument [Line Items] | ||||||
Sale leaseback financing obligation | $ 113,000,000 | $ 117,000,000 | ||||
2014 Revolver | 765,000,000 | 1,000,000,000 | ||||
Other | 3,000,000 | 1,000,000 | ||||
Total debt | 4,324,000,000 | 4,561,000,000 | ||||
Less: current maturities | 6,000,000 | 5,000,000 | ||||
Less: debt issuance costs | 34,000,000 | 47,000,000 | ||||
Long-term debt, net of current maturities | 4,284,000,000 | 4,509,000,000 | ||||
Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term Loan (1) | 1,243,000,000 | 1,243,000,000 | $ 2,035,000,000 | |||
Senior Notes [Member] | 6.375% Senior Notes Due 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term Loan (1) | $ 800,000,000 | |||||
Senior notes | $ 800,000,000 | 800,000,000 | ||||
Stated interest rate | 6.375% | 6.375% | ||||
Senior Notes [Member] | 5.500% Senior Notes Due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term Loan (1) | $ 600,000,000 | |||||
Senior notes | $ 600,000,000 | 600,000,000 | ||||
Stated interest rate | 5.50% | 5.50% | ||||
Senior Notes [Member] | 6.250% Senior Notes Due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term Loan (1) | $ 800,000,000 | |||||
Senior notes | $ 800,000,000 | 800,000,000 | ||||
Stated interest rate | 6.25% | 6.25% | ||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
2014 Revolver | $ 765,000,000 | $ 1,000,000,000 |
Long-Term Debt (Maturities) (De
Long-Term Debt (Maturities) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,017 | $ 6 | |
2,018 | 2,013 | |
2,019 | 606 | |
2,020 | 806 | |
2,021 | 6 | |
Thereafter | 887 | |
Total debt | $ 4,324 | $ 4,561 |
Long-Term Debt Long-Term Debt (
Long-Term Debt Long-Term Debt (Term Loan) (Details) - Term Loan [Member] | Mar. 31, 2016USD ($) | Sep. 30, 2016 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||||||||
Debt face amount | $ 2,035,000,000 | $ 1,243,000,000 | $ 1,243,000,000 | ||||||
Leverage ratio (not more than) | 6.75 | ||||||||
Leverage ratio, certain acquisitions (not more than) | 6 | ||||||||
Leverage ratio, certain acquisitions threshold (in excess of) | $ 50,000,000 | ||||||||
Scenario, Forecast [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio (not more than) | 5.5 | 5.75 | 6 | 6.25 | 6.5 | ||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.50% | 2.75% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.00% | 3.00% | |||||||
Base Rate [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | 1.75% | |||||||
Base Rate [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.00% | 2.00% |
Long-Term Debt Long Term Debt (
Long-Term Debt Long Term Debt (Senior Notes) (Details) - USD ($) | Apr. 07, 2016 | Jul. 20, 2015 | Apr. 01, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 23, 2018 |
Debt Instrument [Line Items] | |||||||
Proceeds from issuance of long-term debt | $ 0 | $ 2,835,000,000 | $ 1,400,000,000 | ||||
Senior Notes [Member] | 6.250% Senior Notes Due 2021 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 800,000,000 | ||||||
Stated interest rate | 6.25% | 6.25% | |||||
Proceeds from issuance of long-term debt | $ 789,000,000 | ||||||
Senior Notes [Member] | 5.500% Senior Notes Due 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 600,000,000 | ||||||
Stated interest rate | 5.50% | 5.50% | |||||
Proceeds from issuance of long-term debt | $ 593,000,000 | ||||||
Senior Notes [Member] | 6.375% Senior Notes Due 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 800,000,000 | ||||||
Stated interest rate | 6.375% | 6.375% | |||||
Proceeds from issuance of long-term debt | $ 787,000,000 | ||||||
Subsequent Event [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 5.875% | ||||||
Subsequent Event [Member] | Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 2,200,000,000 | ||||||
Subsequent Event [Member] | Senior Notes [Member] | 6.250% Senior Notes Due 2021 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior Notes Call Premium | 32,000,000 | ||||||
Subsequent Event [Member] | Senior Notes [Member] | 5.500% Senior Notes Due 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior Notes Call Premium | 17,000,000 | ||||||
Subsequent Event [Member] | Senior Notes [Member] | 6.375% Senior Notes Due 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior Notes Call Premium | 44,000,000 | ||||||
Subsequent Event [Member] | Senior Notes [Member] | Four Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 1,000,000,000 | ||||||
Stated interest rate | 4.875% | ||||||
Subsequent Event [Member] | Senior Notes [Member] | Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty Six [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 800,000,000 | ||||||
Stated interest rate | 5.50% | ||||||
Subsequent Event [Member] | Senior Notes [Member] | Five Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Eight [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 400,000,000 |
Long-Term Debt Private Offering
Long-Term Debt Private Offering of Senior Notes (Details) - Subsequent Event [Member] - USD ($) | Feb. 07, 2018 | Jan. 25, 2018 | Jan. 23, 2018 |
Series A Preferred Unit, Redemption Amount | $ 313,000,000 | ||
Common Unit Repurchase, Unit Repurchased | 17,286,859 | ||
Stated interest rate | 5.875% | ||
Common Unit Repurchase, Cash Consideration | $ 540,000,000 | ||
Senior Notes [Member] | |||
Debt face amount | $ 2,200,000,000 | ||
Four Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] | Senior Notes [Member] | |||
Debt face amount | $ 1,000,000,000 | ||
Stated interest rate | 4.875% | ||
Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty Six [Member] | Senior Notes [Member] | |||
Debt face amount | $ 800,000,000 | ||
Stated interest rate | 5.50% | ||
Five Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Eight [Member] | Senior Notes [Member] | |||
Debt face amount | $ 400,000,000 |
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, 2017USD ($) | Sep. 30, 2017 | Dec. 31, 2016USD ($) | Apr. 10, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Revolving line of credit | $ 765,000,000 | $ 1,000,000,000 | ||||||||||
Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 1,250,000,000 | $ 1,500,000,000 | ||||||||||
Additional borrowing capacity | $ 250,000,000 | |||||||||||
Additional collateral for debt | 66.00% | |||||||||||
Revolving line of credit | 765,000,000 | $ 1,000,000,000 | ||||||||||
Standby letters | 9,000,000 | |||||||||||
Unused borrowing capacity | $ 726,000,000 | |||||||||||
Revolving Credit Facility [Member] | Federal Funds Effective Swap Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.50% | |||||||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.00% | |||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee on unused capacity | 0.25% | |||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.50% | 2.75% | ||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.50% | 1.75% | ||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee on unused capacity | 0.50% | |||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 3.00% | 3.00% | ||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 2.00% | 2.00% | ||||||||||
External Credit Rating, Investment Grade [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.125% | |||||||||||
External Credit Rating, Investment Grade [Member] | Revolving Credit Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.125% | |||||||||||
External Credit Rating, Investment Grade [Member] | Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee on unused capacity | 0.125% | |||||||||||
External Credit Rating, Investment Grade [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 2.00% | |||||||||||
Commitment fee on unused capacity | 0.275% | |||||||||||
External Credit Rating, Investment Grade [Member] | Revolving Credit Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.00% | |||||||||||
Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio (not more than) | 5.50 | |||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio (not more than) | 6 | |||||||||||
Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio (not more than) | 6.75 | |||||||||||
Leverage ratio, certain acquisitions (not more than) | 6 | |||||||||||
Leverage ratio, certain acquisitions threshold (in excess of) | $ 50,000,000 | |||||||||||
Term Loan [Member] | Scenario, Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio (not more than) | 5.5 | 5.75 | 6 | 6.25 | 6.5 | |||||||
Term Loan [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 1.50% | 2.75% | ||||||||||
Term Loan [Member] | Minimum [Member] | Base Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 0.50% | 1.75% | ||||||||||
Term Loan [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 3.00% | 3.00% | ||||||||||
Term Loan [Member] | Maximum [Member] | Base Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 2.00% | 2.00% | ||||||||||
No disposition [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio (not more than) | 6.75 | 6.75 | ||||||||||
No disposition [Member] | Revolving Credit Facility [Member] | Scenario, Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio (not more than) | 5.50 | 5.75 | 6 | 6.25 | 6.50 | |||||||
Disposition of 7-Eleven assets or West Texas Assets [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio (not more than) | 6 | 6.75 | ||||||||||
Disposition of 7-Eleven assets or West Texas Assets [Member] | Revolving Credit Facility [Member] | Scenario, Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio (not more than) | 5.50 | 5.50 | 5.50 | 5.50 | 5.75 | |||||||
Disposition of 7-Eleven assets and West Texas assets [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio (not more than) | 5.75 | 6.75 | ||||||||||
Disposition of 7-Eleven assets and West Texas assets [Member] | Revolving Credit Facility [Member] | Scenario, Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Leverage ratio (not more than) | 5.50 | 5.50 | 5.50 | 5.50 | 5.75 |
Long-Term Debt (Sale Leaseback
Long-Term Debt (Sale Leaseback Financing Obligation and Fair Value) (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Apr. 04, 2013companydealer | |
Debt Disclosure [Abstract] | |||
Number of companies | company | 2 | ||
Number of dealer operated sites | dealer | 50 | ||
Interest rate | 5.125% | ||
Sale leaseback financing obligation | $ 113 | $ 117 | |
Long-term debt, fair value | $ 4,400 |
Other Noncurrent Liabilities -
Other Noncurrent Liabilities - Other Noncurrent Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Accrued straight-line rent | $ 13 | $ 10 |
Reserve for underground storage tank removal | 41 | 34 |
Reserve for environmental remediation, long-term | 23 | 35 |
Unfavorable lease liability | 10 | 12 |
Others | 23 | 10 |
Other noncurrent liabilities | $ 125 | $ 116 |
Other Noncurrent Liabilities 79
Other Noncurrent Liabilities - Change in Assets Retirement Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of year | $ 34 | $ 34 |
Liabilities incurred | 3 | 3 |
Liabilities settled | (2) | (1) |
Accretion expense | 6 | 4 |
Revision of estimated cash flows | 0 | (6) |
Balance at end of year | $ 41 | $ 34 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) $ in Millions | Sep. 25, 2012stores | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)agreement | Dec. 31, 2016USD ($)stores | Dec. 31, 2015USD ($) |
Related Party Transaction [Line Items] | |||||
Number Of Agreements | agreement | 2 | ||||
Commercial Agreement Renewal Term | 12 months | ||||
Equity issued to partners capital account | $ 0 | $ 255 | $ 1,008 | ||
Advances From Affiliates, Noncurrent | 85 | 87 | |||
Receivables from affiliates | 155 | 3 | |||
Accounts payable to affiliates | $ 206 | $ 109 | |||
Philadelphia Energy Solutions Refining And Marketing [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number Of Agreements | agreement | 1 | ||||
Merrill Lynch Commodities [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number Of Agreements | agreement | 1 | ||||
Susser [Member] | |||||
Related Party Transaction [Line Items] | |||||
Commercial Agreement Distribution Agreement Term | 10 years | ||||
Commercial Agreement Purchase Option Term | 3 years | ||||
Commercial Agreement Number Of Convenience Stores In Purchase Option | stores | 75 | ||||
Commercial Agreement Initial Term | 15 years | ||||
Commercial Agreement Exclusive Distributor Term | 10 years | ||||
Commercial Agreement Number Of Convenience Stores Sale Lease Back Transactions Completed | stores | 75 | ||||
Sunoco Retail LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Commercial Agreement Distribution Agreement Term | 10 years | ||||
Philadelphia Energy Solutions [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of purchases from related party on total cost of sales | 19.60% | 20.30% | 20.80% | ||
Philadelphia Energy Solutions [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage Of Equity Interest | 33.00% | ||||
Subsequent Event [Member] | PES Holdings, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity issued to partners capital account | $ 260 | ||||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 35 | ||||
Percentage Of Equity Interest | 25.00% | ||||
Partners' Capital Account, Contributions | $ 65 | ||||
Subsequent Event [Member] | PES Holdings, LLC [Member] | Carlyle Group, L.P. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage Of Equity Interest | 16.26% | ||||
Subsequent Event [Member] | PES Holdings, LLC [Member] | ETP [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage Of Equity Interest | 8.13% | ||||
Subsequent Event [Member] | PES Holdings, LLC [Member] | Sunoco Logistics Partners Operations L.P. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Repayments of Debt | $ 75 |
Related-Party Transactions (Sch
Related-Party Transactions (Schedule of Related Party Transactions) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Motor fuel sales to affiliates | $ 55 | $ 62 | $ 20 |
Bulk fuel purchases from ETP | 2,416 | 1,867 | $ 2,449 |
Receivables from affiliates | 155 | 3 | |
Accounts payable to affiliates | $ 206 | $ 109 |
Commitments and Contingencies82
Commitments and Contingencies (Leases) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Operating Leased Assets [Line Items] | |
Term of contract | 40 years |
Minimum [Member] | |
Operating Leased Assets [Line Items] | |
Initial lease term | 5 years |
Maximum [Member] | |
Operating Leased Assets [Line Items] | |
Initial lease term | 15 years |
Commitments and Contingencies83
Commitments and Contingencies (Leases, Schedule of Rent Expense) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leased Assets [Line Items] | |||
Store base rent | $ 66 | $ 66 | $ 67 |
Equipment rent | 14 | 14 | 12 |
Total cash rent | 80 | 80 | 79 |
Straight-line rent | 1 | 1 | 0 |
Net rent expense | 81 | 81 | 79 |
Sublease rentals | 25 | 25 | 26 |
Contingent rentals | $ 16 | $ 18 | $ 20 |
Commitments and Contingencies84
Commitments and Contingencies (Leases, Future Minimum Payments) (Details) $ in Millions | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 74 |
2,018 | 64 |
2,019 | 59 |
2,020 | 53 |
2,021 | 48 |
Thereafter | 514 |
Total | $ 812 |
Commitments and Contingencies85
Commitments and Contingencies (Environmental Remediation) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Site Contingency [Line Items] | ||
Environmental remediation insurance per occurrence | $ 10 | |
Accrual for environmental loss contingencies | 22 | $ 40 |
MACS [Member] | ||
Site Contingency [Line Items] | ||
Escrow deposit | 1 | |
Emerge Energy Services L P [Member] | ||
Site Contingency [Line Items] | ||
Escrow deposit | $ 8 |
Commitments and Contingencies86
Commitments and Contingencies (Deferred Branding Incentives) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
Deferred branding incentives possibility of repayment | $ 1.4 | |
Deferred branding incentives possibility of repayment by branded dealers | 0.3 | |
Deferred revenue, noncurrent | $ 1.1 | $ 1 |
Commitments and Contingencies87
Commitments and Contingencies (Contingent Consideration Related to Acquisition) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Aloha Petroleum Ltd [Member] | ||
Site Contingency [Line Items] | ||
Contingent consideration, liability | $ 15 | $ 15 |
Rental Income under Operating88
Rental Income under Operating Leases (Property Available for Lease) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Land [Member] | ||
Operating Leased Assets [Line Items] | ||
Total property and equipment | $ 354 | $ 303 |
Building and Building Improvements [Member] | ||
Operating Leased Assets [Line Items] | ||
Total property and equipment | 254 | 224 |
Equipment [Member] | ||
Operating Leased Assets [Line Items] | ||
Total property and equipment | 53 | 137 |
Property and Equipment, Net [Member] | ||
Operating Leased Assets [Line Items] | ||
Total property and equipment | 661 | 664 |
Accumulated depreciation | (90) | (121) |
Property and equipment, net | $ 571 | $ 543 |
Rental Income under Operating89
Rental Income under Operating Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leased Assets [Line Items] | |||
Rental income | $ 89 | $ 88 | $ 81 |
Rental Income under Operating90
Rental Income under Operating Leases Rental Income under Operating Leases (Minimum Future Rental Income) (Details) $ in Millions | Dec. 31, 2017USD ($) |
Rental Income Under Operating Leases [Abstract] | |
2,017 | $ 56 |
2,018 | 41 |
2,019 | 23 |
2,020 | 11 |
2,021 | 7 |
Thereafter | 6 |
Total minimum future rentals | $ 144 |
Interest Expense And Interest I
Interest Expense And Interest Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Interest Expense and Interest Income [Line Items] | |||
Cash interest expense | $ 195 | $ 153 | $ 65 |
Amortization of loan costs | 15 | 11 | 4 |
Cash interest income | (1) | (3) | (2) |
Interest expense, net | $ 209 | $ 161 | $ 67 |
Income Tax Expense (Narrative)
Income Tax Expense (Narrative) (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Contingency [Line Items] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Federal [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 349,000,000 | |
State [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | $ 5,000,000 |
Income Tax Expense Income Tax E
Income Tax Expense Income Tax Expense (Components of Tax Expense) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | |||
Federal | $ 0 | $ (65) | $ (3) |
State | 2 | 1 | 1 |
Total current income tax expense | 2 | (64) | (2) |
Federal | (302) | (12) | 12 |
State | (6) | 4 | 19 |
Total deferred tax expense (benefit) | (308) | (8) | 31 |
Net income tax expense (benefit) | $ (306) | $ (72) | $ 29 |
Income Tax Expense Income Tax94
Income Tax Expense Income Tax Expense (Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | |||
Tax at statutory federal rate of 35 percent | $ 7 | $ (6) | $ 65 |
Partnership earnings not subject to tax | (126) | (127) | (55) |
Goodwill impairment | 36 | 55 | 0 |
Revaluation of investments in affiliates | 0 | 0 | 9 |
State and local tax, net of federal benefit | (6) | 4 | 1 |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | (225) | 0 | 8 |
Other | 8 | 2 | 1 |
Net income tax expense (benefit) | $ (306) | $ (72) | $ 29 |
Income Tax Expense Income Tax95
Income Tax Expense Income Tax Expense (Deferred Tax Assets) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Environmental, asset retirement obligations, and other reserves | $ 20 | $ 28 |
Inventories | (1) | (12) |
Net operating loss carry forwards | 79 | 92 |
Other | 78 | 61 |
Total deferred tax assets | 176 | 193 |
Fixed assets | 324 | 506 |
Trademarks and other intangibles | 169 | 272 |
Investments in affiliates | 72 | 58 |
Total deferred tax liabilities | 565 | 836 |
Net deferred income tax liabilities | $ 389 | $ 643 |
Partners' Capital (Narrative) (
Partners' Capital (Narrative) (Details) - USD ($) | Feb. 07, 2018 | Dec. 03, 2015 | Nov. 30, 2015 | Aug. 21, 2015 | Jul. 31, 2015 | Jul. 21, 2015 | Jul. 01, 2015 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 21, 2017 | Mar. 30, 2017 | Oct. 04, 2016 | Jan. 01, 2016 |
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Common units issued (in shares) | 2,263,158 | ||||||||||||||
Percentage of membership interest acquired | 100.00% | 100.00% | |||||||||||||
Consideration units per contributor | 11,195 | ||||||||||||||
Class A distributions declared per unit (in dollars per share) | $ 3.30 | $ 3.29 | $ 2.89 | ||||||||||||
Eligible distribution per unit (in dollars per share) | $ 2.50 | ||||||||||||||
Class C Units [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Units exchange (in shares) | 16,410,780 | ||||||||||||||
Common unit, issuance value (in dollars per share) | $ 38.5856 | ||||||||||||||
Term of trading periods | 5 days | ||||||||||||||
Eligible distribution per unit (in dollars per share) | $ 0.8682 | ||||||||||||||
Distribution made to limited partner other certain allocation percentage | 1.00% | ||||||||||||||
Common Units [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Partners' capital account, converted units (in shares) | 79,308 | ||||||||||||||
Common units issued (in shares) | 5,500,000 | 2,263,158 | |||||||||||||
Gross proceeds from issuance of common units in private placement | $ 214,000,000 | $ 33,000,000 | |||||||||||||
Limited partner interest, units outstanding (in shares) | 99,667,999 | 87,365,706 | |||||||||||||
Public sale of units, amount authorized | $ 400,000,000 | ||||||||||||||
Common units issued in connection with the ATM (in shares) | 1,268,750 | 2,840,399 | |||||||||||||
Payments of commissions | $ 0 | ||||||||||||||
Remaining available amount to be sold | $ 295,000,000 | ||||||||||||||
Partners' Capital Account, Units, Susser Buyout | 22,390 | ||||||||||||||
Common Units [Member] | Class A Units [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Partners' capital account, converted units (in shares) | 79,308 | ||||||||||||||
Subordinated Units [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Partners' capital account, converted units (in shares) | 10,939,436 | ||||||||||||||
Subordinated Units [Member] | Class A Units [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Partners' capital account, converted units (in shares) | 10,939,436 | ||||||||||||||
Common Units - Public [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Limited partner interest, units outstanding (in shares) | 53,917,173 | 52,430,220 | |||||||||||||
Parent Company [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Percentage of membership interest acquired | 39.40% | ||||||||||||||
Parent Company [Member] | Common Units [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Partners' capital account, converted units (in shares) | 10,939,436 | ||||||||||||||
Common units issued (in shares) | 24,052,631 | ||||||||||||||
Gross proceeds from issuance of common units in private placement | $ 685,000,000 | ||||||||||||||
Parent Company [Member] | Subordinated Units [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Partners' capital account, converted units (in shares) | 10,939,436 | ||||||||||||||
Subsidiaries [Member] | Class C Units [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Limited partner interest, units outstanding (in shares) | 11,168,667 | ||||||||||||||
Aloha Petroleum Ltd [Member] | Class C Units [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Limited partner interest, units outstanding (in shares) | 5,242,113 | ||||||||||||||
ETP Merger [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Units exchange (in shares) | 21,000,000 | ||||||||||||||
Common Units Affiliated [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Common units outstanding (in shares) | 45,750,826 | ||||||||||||||
Class C Units [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Units exchange (in shares) | 16,410,780 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Schedule of Partners' Capital [Line Items] | |||||||||||||||
Common Unit Repurchase, Cash Consideration | $ 540,000,000 | ||||||||||||||
Repurchase Price per Common Unit | $ 31.2376 | ||||||||||||||
Common Unit Repurchase, Unit Repurchased | 17,286,859 |
Partners' Capital (Common Unit
Partners' Capital (Common Unit Activity) (Details) - shares | Jul. 21, 2015 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Limited Partners' Capital Account [Line Items] | ||||
Common units issued in connection with ETP Dropdown (in shares) | 5,710,922 | |||
Common units issued in connection with the PIPE Transaction (in shares) | 2,263,158 | |||
Common Units [Member] | ||||
Limited Partners' Capital Account [Line Items] | ||||
Number of common units at beginning of year (in shares) | 87,365,706 | 87,365,706 | ||
Common units issued in connection with the PIPE Transaction (in shares) | 5,500,000 | 2,263,158 | ||
Common units issued in connection with the ATM (in shares) | 1,268,750 | 2,840,399 | ||
Partners' Capital Account, Units, Susser Buyout | 22,390 | |||
Phantom unit vesting (in shares) | 195,813 | 861 | ||
Number of common units at end of year (in shares) | 99,667,999 |
Partners' Capital (Allocations
Partners' Capital (Allocations of Net Income) (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 14, 2018 | Nov. 14, 2017 | Aug. 15, 2017 | May 16, 2017 | Feb. 16, 2017 | Nov. 15, 2016 | Aug. 15, 2016 | May 16, 2016 | Feb. 16, 2016 | Nov. 27, 2015 | Aug. 28, 2015 | May 29, 2015 | Feb. 27, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Partners' Capital [Line Items] | ||||||||||||||||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 82 | $ 82 | $ 82 | $ 81 | $ 79 | $ 79 | $ 78 | $ 70 | $ 47 | $ 29 | $ 23 | $ 21 | $ 431 | $ 386 | $ 120 | |
Cash distribution per unit (in dollars per share) | $ 3.3020 | $ 3.2938 | $ 2.8851 | |||||||||||||
General Partner [Member] | ||||||||||||||||
Schedule of Partners' Capital [Line Items] | ||||||||||||||||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 22 | $ 21 | $ 21 | $ 21 | $ 20 | $ 20 | $ 20 | $ 17 | $ 8 | $ 3 | $ 1 | $ 1 | ||||
Common Units [Member] | ||||||||||||||||
Schedule of Partners' Capital [Line Items] | ||||||||||||||||
Distributions | $ 328 | $ 317 | $ 156 | |||||||||||||
Distributions in excess of net income | (293) | (809) | (112) | |||||||||||||
Limited partners' interest in net income | 35 | (492) | 44 | |||||||||||||
Subordinated Units [Member] | ||||||||||||||||
Schedule of Partners' Capital [Line Items] | ||||||||||||||||
Distributions | 0 | 0 | 23 | |||||||||||||
Distributions in excess of net income | 0 | 0 | (12) | |||||||||||||
Limited partners' interest in net income | $ 0 | $ 0 | $ 11 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Schedule of Partners' Capital [Line Items] | ||||||||||||||||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 82 | |||||||||||||||
Subsequent Event [Member] | General Partner [Member] | ||||||||||||||||
Schedule of Partners' Capital [Line Items] | ||||||||||||||||
Distribution Made to Limited Partner, Cash Distributions Paid | $ 21 |
Partners' Capital (Incentive Di
Partners' Capital (Incentive Distribution Rights) (Details) | 12 Months Ended |
Dec. 31, 2017$ / shares | |
Minimum Quarterly Distribution [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share) | $ 0.4375 |
First Target Distribution [Member] | Minimum [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share) | 0.4375 |
First Target Distribution [Member] | Maximum [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share) | 0.503125 |
Second Target Distribution [Member] | Minimum [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share) | 0.503125 |
Second Target Distribution [Member] | Maximum [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share) | 0.546875 |
Third Target Distribution [Member] | Minimum [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share) | 0.546875 |
Third Target Distribution [Member] | Maximum [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share) | 0.656250 |
Distributions Thereafter [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount (in dollars per share) | $ 0.656250 |
Common Units [Member] | Minimum Quarterly Distribution [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Marginal percentage interest in distributions | 100.00% |
Common Units [Member] | First Target Distribution [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Marginal percentage interest in distributions | 100.00% |
Common Units [Member] | Second Target Distribution [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Marginal percentage interest in distributions | 85.00% |
Common Units [Member] | Third Target Distribution [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Marginal percentage interest in distributions | 75.00% |
Common Units [Member] | Distributions Thereafter [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Marginal percentage interest in distributions | 50.00% |
Subordinated Units [Member] | Second Target Distribution [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Marginal percentage interest in distributions | 15.00% |
Subordinated Units [Member] | Third Target Distribution [Member] | |
Distribution Made To Limited Partner [Line Items] | |
Marginal percentage interest in distributions | 25.00% |
Subordinated Units [Member] | Distributions Thereafter [Member] | |
Distribution Made To Limited 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. 14, 2018 | Nov. 14, 2017 | Aug. 15, 2017 | May 16, 2017 | Feb. 16, 2017 | Nov. 15, 2016 | Aug. 15, 2016 | May 16, 2016 | Feb. 16, 2016 | Nov. 27, 2015 | Aug. 28, 2015 | May 29, 2015 | Feb. 27, 2015 | Dec. 31, 2017 |
Distribution Made To Limited Partner [Line Items] | ||||||||||||||
Per Unit Distribution (in dollars per share) | $ 825.5 | $ 825.5 | $ 825.5 | $ 825.5 | $ 825.5 | $ 825.5 | $ 817.3 | $ 801.3 | $ 745.4 | $ 693.4 | $ 645 | $ 600 | ||
Subsequent Event [Member] | ||||||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||||||
Per Unit Distribution (in dollars per share) | $ 825.5 | |||||||||||||
Series A Preferred Unit [Member] | ||||||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||||||
Preferred Unit, Quarterly Distribution | $ 7 | $ 8 | $ 8 | |||||||||||
Series A Preferred Unit [Member] | Subsequent Event [Member] | ||||||||||||||
Distribution Made To Limited Partner [Line Items] | ||||||||||||||
Preferred Unit, Quarterly Distribution | $ 8 |
Partners' Capital Series A Pref
Partners' Capital Series A Preferred Units (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 30, 2022 | Feb. 14, 2018 | Jan. 25, 2018 | Nov. 14, 2017 | Aug. 15, 2017 |
Preferred Units, Issued | 12,000,000 | ||||||||
Shares Issued, Price Per Share | $ 25 | ||||||||
Distribution rate | 10.00% | ||||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | ||||||||
Distributions Per Partnership Unit | $ 2.50 | ||||||||
Proceeds from issuance of common units, net of offering costs | $ 33 | $ 71 | $ 899 | ||||||
Scenario, Forecast [Member] | |||||||||
Distribution rate | 8.00% | ||||||||
Series A Preferred Unit [Member] | |||||||||
Preferred Unit, Quarterly Distribution | 8 | $ 7 | $ 8 | ||||||
Series A Preferred Unit [Member] | Scenario, Forecast [Member] | |||||||||
Redemption price | 101.00% | ||||||||
ETE [Member] | |||||||||
Proceeds from issuance of common units, net of offering costs | $ 300 | $ 300 | $ 61 | $ 0 | |||||
Subsequent Event [Member] | |||||||||
Series A Preferred Unit, Redemption Amount | $ 313 | ||||||||
Subsequent Event [Member] | Series A Preferred Unit [Member] | |||||||||
Preferred Unit, Quarterly Distribution | $ 8 |
Unit-Based Compensation (Phanto
Unit-Based Compensation (Phantom Common Unit Awards) - Additional Information(Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 5 years | |
Phantom common units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expenses | $ 27 | |
Unrecognized compensation expenses, period for recognition | 3 years 8 months | |
Fair value of nonvested awards outstanding | $ 57 | $ 69 |
Phantom common units [Member] | 2012 Long Term Incentive Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Granted (in shares) | 203,867 | 966,337 |
Share-based Compensation Award, Tranche One [Member] | Phantom common units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting percentage | 60.00% | |
Share Based Compensation Award Tranche Two [Member] | Phantom common units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting percentage | 40.00% |
Unit-Based Compensation (Pha103
Unit-Based Compensation (Phantom Common Unit Awards) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 5 years | |
2012 Long Term Incentive Plan [Member] | Phantom common units [Member] | ||
Nonvested, Number of Shares [Roll Forward] | ||
Number of Phantom Common Units, beginning of period (in shares) | 2,013,634 | 1,147,048 |
Granted (in shares) | 203,867 | 966,337 |
Vested (in shares) | (289,377) | (1,240) |
Forfeited (in shares) | (150,823) | (98,511) |
Number of Phantom Common Units, end of period (in shares) (in dollars per share) | 1,777,301 | 2,013,634 |
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) | 28.31 | 26.95 |
Vested, Weighted Average Grant Date Fair Value (in dollars per share) | 45.48 | 36.98 |
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | 34.71 | 39.77 |
Non-vested at end of period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 31.89 | $ 34.43 |
Share-based Compensation Award, Tranche One [Member] | Maximum [Member] | Director [Member] | 2012 Long Term Incentive Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 3 years |
Unit-Based Compensation (Cash A
Unit-Based Compensation (Cash Awards) - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting period | 5 years |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2017statesegment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | segment | 2 |
Number of Reportable Segments | segment | 2 |
Number of states in which entity operates | 30 |
Wholesale Segment [Member] | |
Segment Reporting Information [Line Items] | |
Number of states in which entity operates | 30 |
Retail Segment [Member] | |
Segment Reporting Information [Line Items] | |
Number of states in which entity operates | 20 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | ||||||||||||
Interest Expense, including discontinued operations | $ 245 | $ 189 | $ 88 | |||||||||
Retail motor fuel | 1,577 | 1,338 | 1,540 | |||||||||
Wholesale motor fuel sales to third parties | 9,278 | 7,812 | 10,104 | |||||||||
Wholesale motor fuel sales to affiliates | 55 | 62 | 20 | |||||||||
Merchandise | $ 142 | $ 151 | $ 147 | $ 131 | $ 133 | $ 142 | $ 138 | $ 128 | 571 | 541 | 544 | |
Rental income | 89 | 88 | 81 | |||||||||
Other | 153 | 145 | 141 | |||||||||
Total revenues | 2,959 | 3,064 | 2,892 | 2,808 | 2,824 | 2,619 | 2,563 | 1,980 | 11,723 | 9,986 | 12,430 | |
Retail motor fuel | 157 | 163 | 200 | |||||||||
Wholesale motor fuel | 535 | 596 | 384 | |||||||||
Merchandise gross profit | 45 | 49 | 48 | 43 | 44 | 46 | 46 | 42 | 185 | 178 | 179 | |
Rental and other | 231 | 219 | 217 | |||||||||
Gross profit | 277 | 316 | 259 | 256 | 296 | 282 | 308 | 270 | 1,108 | 1,156 | 980 | |
Total operating expenses | 879 | 1,011 | 728 | |||||||||
Operating income | 65 | 128 | (20) | 56 | (140) | 76 | 120 | 89 | 229 | 145 | 252 | |
Interest expense, net | (209) | (161) | (67) | |||||||||
Income (loss) from continuing operations before income taxes | 20 | (16) | 185 | |||||||||
Net income (loss) and comprehensive income (loss) | 232 | $ 138 | $ (222) | $ 1 | (585) | $ 45 | $ 72 | $ 62 | 149 | (406) | 194 | |
Depreciation, amortization and accretion | 169 | 176 | 150 | |||||||||
Depreciation Amortization and Accretion, including discontinued operations | 203 | 319 | 278 | |||||||||
Interest expense, net | 209 | 161 | 67 | |||||||||
Income tax expense (benefit) | (306) | (72) | 29 | |||||||||
Income tax expense benefit, including discontinued operations | (258) | (31) | 52 | |||||||||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 326 | 56 | 156 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (177) | (462) | 38 | |||||||||
EBITDA | 339 | 71 | 612 | |||||||||
Non-cash compensation expense | 24 | 13 | 8 | |||||||||
Share based compensation, including discontinued operations | 24 | 13 | 8 | |||||||||
Loss on disposal of assets and impairment charges (1) | 114 | 225 | 1 | |||||||||
Gain Loss On Disposition Of Assets And Impairment Charges, including discontinued operations | (400) | (680) | 1 | |||||||||
Unrealized gain on commodity derivatives | (3) | 5 | 2 | |||||||||
Inventory fair value adjustments | (28) | (104) | 98 | |||||||||
Adjusted EBITDA | 732 | 665 | 719 | |||||||||
Capital expenditures | 103 | 119 | 178 | |||||||||
Payment to acquire property,plant and equipment, including discontinued operations | 177 | 439 | 491 | |||||||||
Total assets | 8,344 | 8,701 | 8,344 | 8,701 | $ 8,842 | |||||||
Operating Segments [Member] | Wholesale Segment [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Interest Expense, including discontinued operations | 88 | 59 | 55 | |||||||||
Retail motor fuel | 0 | 0 | 0 | |||||||||
Wholesale motor fuel sales to third parties | 9,278 | 7,812 | 10,104 | |||||||||
Wholesale motor fuel sales to affiliates | 55 | 62 | 20 | |||||||||
Merchandise | 0 | 0 | 0 | |||||||||
Rental income | 77 | 76 | 52 | |||||||||
Other | 50 | 45 | 28 | |||||||||
Intersegment sales | 1,472 | 1,195 | 1,407 | |||||||||
Total revenues | 10,932 | 9,190 | 11,611 | |||||||||
Retail motor fuel | 0 | 0 | 0 | |||||||||
Wholesale motor fuel | 535 | 596 | 384 | |||||||||
Merchandise gross profit | 0 | 0 | 0 | |||||||||
Rental and other | 116 | 110 | 74 | |||||||||
Gross profit | 651 | 706 | 458 | |||||||||
Total operating expenses | 406 | 390 | 332 | |||||||||
Operating income | 245 | 316 | 126 | |||||||||
Interest expense, net | (88) | (59) | (54) | |||||||||
Income (loss) from continuing operations before income taxes | 157 | 257 | 72 | |||||||||
Net income (loss) and comprehensive income (loss) | 167 | 252 | 68 | |||||||||
Depreciation Amortization and Accretion, including discontinued operations | 118 | 94 | 68 | |||||||||
Interest expense, net | 88 | 59 | 54 | |||||||||
Income tax expense (benefit) | (10) | 5 | 4 | |||||||||
Income tax expense benefit, including discontinued operations | (10) | 5 | 4 | |||||||||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 167 | 252 | 68 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | 0 | |||||||||
EBITDA | 363 | 410 | 195 | |||||||||
Share based compensation, including discontinued operations | 2 | 6 | 4 | |||||||||
Gain Loss On Disposition Of Assets And Impairment Charges, including discontinued operations | (8) | 3 | (1) | |||||||||
Unrealized gain on commodity derivatives | (3) | 5 | 2 | |||||||||
Inventory fair value adjustments | (24) | (98) | 78 | |||||||||
Adjusted EBITDA | 346 | 320 | 280 | |||||||||
Payment to acquire property,plant and equipment, including discontinued operations | 71 | 112 | 65 | |||||||||
Total assets | 3,130 | 3,201 | 3,130 | 3,201 | 2,926 | |||||||
Operating Segments [Member] | Retail Segment [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Interest Expense, including discontinued operations | 157 | 130 | 33 | |||||||||
Retail motor fuel | 1,577 | 1,338 | 1,540 | |||||||||
Wholesale motor fuel sales to third parties | 0 | 0 | 0 | |||||||||
Wholesale motor fuel sales to affiliates | 0 | 0 | 0 | |||||||||
Merchandise | 571 | 541 | 544 | |||||||||
Rental income | 12 | 12 | 29 | |||||||||
Other | 103 | 100 | 113 | |||||||||
Intersegment sales | 125 | 133 | 124 | |||||||||
Total revenues | 2,388 | 2,124 | 2,350 | |||||||||
Retail motor fuel | 157 | 163 | 200 | |||||||||
Wholesale motor fuel | 0 | 0 | 0 | |||||||||
Merchandise gross profit | 185 | 178 | 179 | |||||||||
Rental and other | 115 | 109 | 143 | |||||||||
Gross profit | 457 | 450 | 522 | |||||||||
Total operating expenses | 473 | 621 | 396 | |||||||||
Operating income | (16) | (171) | 126 | |||||||||
Interest expense, net | (121) | (102) | (13) | |||||||||
Income (loss) from continuing operations before income taxes | (137) | (273) | 113 | |||||||||
Net income (loss) and comprehensive income (loss) | (18) | (658) | 126 | |||||||||
Depreciation Amortization and Accretion, including discontinued operations | 85 | 225 | 210 | |||||||||
Interest expense, net | 121 | 102 | 13 | |||||||||
Income tax expense (benefit) | (296) | (77) | 25 | |||||||||
Income tax expense benefit, including discontinued operations | (248) | (36) | 48 | |||||||||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 159 | (196) | 88 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (177) | (462) | 38 | |||||||||
EBITDA | (24) | (339) | 417 | |||||||||
Share based compensation, including discontinued operations | 22 | 7 | 4 | |||||||||
Gain Loss On Disposition Of Assets And Impairment Charges, including discontinued operations | (392) | (683) | 2 | |||||||||
Unrealized gain on commodity derivatives | 0 | 0 | 0 | |||||||||
Inventory fair value adjustments | (4) | (6) | 20 | |||||||||
Adjusted EBITDA | 386 | 345 | 439 | |||||||||
Payment to acquire property,plant and equipment, including discontinued operations | 106 | 327 | 426 | |||||||||
Total assets | $ 5,214 | $ 5,500 | 5,214 | 5,500 | $ 5,916 | |||||||
Intersegment Eliminations [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Intersegment sales | (1,597) | (1,328) | (1,531) | |||||||||
Total revenues | $ (1,597) | $ (1,328) | $ (1,531) |
Net Income per Unit (Details)
Net Income per Unit (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share Basic [Line Items] | |||||||||||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 326 | $ 56 | $ 156 | ||||||||
Less: Net income and comprehensive income attributable to noncontrolling interest | 0 | 0 | 4 | ||||||||
Less: Preacquisition income (loss) allocated to general partner | 0 | 0 | |||||||||
Income from continuing operations attributable to partners | 326 | 56 | 77 | ||||||||
Preferred Units, Cumulative Cash Distributions | 23 | 0 | 0 | ||||||||
Incentive distribution rights | 85 | 81 | 30 | ||||||||
Distributions on nonvested phantom unit awards | 6 | 5 | 2 | ||||||||
Income from continuing operations allocated to limited partners | 212 | (30) | 45 | ||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (177) | (462) | 38 | ||||||||
Income from discontinued operations allocated to limited partners | $ (177) | $ (462) | $ 10 | ||||||||
Income (Loss) from Continuing Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | $ 2.12 | $ (0.32) | $ 0.91 | ||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic | (1.78) | (4.94) | 0.20 | ||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | $ (1.78) | $ (4.94) | $ 0.20 | ||||||||
Common Units [Member] | |||||||||||
Earnings Per Share Basic [Line Items] | |||||||||||
Weighted average limited partner units outstanding (basic) (in shares) | 99,270,120 | 93,575,530 | 40,253,913 | ||||||||
Weighted average limited partner units outstanding, Equivalents (in shares) | 458,234 | 28,305 | 21,738 | ||||||||
Weighted average limited partner units outstanding (diluted) (in shares) | 99,728,354 | 93,603,835 | 40,275,651 | ||||||||
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax | $ 1.91 | $ 0.92 | $ (0.58) | $ (0.11) | $ (1.51) | $ 0.09 | $ 0.60 | $ 0.56 | $ 2.13 | $ (0.32) | $ 0.91 |
Income (Loss) from Continuing Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | 1.90 | 0.91 | (0.59) | (0.11) | (1.51) | 0.09 | 0.60 | 0.56 | |||
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic | 0.11 | 0.17 | (1.94) | (0.11) | (4.81) | 0.15 | (0.07) | (0.09) | |||
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | $ 0.11 | $ 0.17 | $ (1.94) | $ (0.11) | $ (4.81) | $ 0.15 | $ (0.07) | $ (0.09) | |||
Subordinated Units [Member] | |||||||||||
Earnings Per Share Basic [Line Items] | |||||||||||
Weighted average limited partner units outstanding (basic and diluted) (in shares) | 0 | 0 | 10,010,333 | ||||||||
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership and General Partnership Unit, Basic and Diluted, Net of Tax | $ 0 | $ 0 | $ 1.17 | ||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic and Diluted Share | $ 0 | $ 0 | $ 0.23 | ||||||||
Discontinued Operations, Held-for-sale [Member] | |||||||||||
Earnings Per Share Basic [Line Items] | |||||||||||
Less: Preacquisition income (loss) allocated to general partner | $ 28 | ||||||||||
Continuing Operations [Member] | |||||||||||
Earnings Per Share Basic [Line Items] | |||||||||||
Less: Preacquisition income (loss) allocated to general partner | $ 75 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effect Of Fourth Quarter Events [Line Items] | |||||||||||
Motor fuel sales | $ 2,758 | $ 2,849 | $ 2,685 | $ 2,618 | $ 2,634 | $ 2,415 | $ 2,367 | $ 1,796 | |||
Merchandise | 142 | 151 | 147 | 131 | 133 | 142 | 138 | 128 | $ 571 | $ 541 | $ 544 |
Rental and other income | 59 | 64 | 60 | 59 | 57 | 62 | 58 | 56 | |||
Total revenues | 2,959 | 3,064 | 2,892 | 2,808 | 2,824 | 2,619 | 2,563 | 1,980 | 11,723 | 9,986 | 12,430 |
Motor fuel gross profit | 176 | 203 | 155 | 158 | 197 | 182 | 206 | 174 | |||
Merchandise gross profit | 45 | 49 | 48 | 43 | 44 | 46 | 46 | 42 | 185 | 178 | 179 |
Other gross profit | 56 | 64 | 56 | 55 | 55 | 54 | 56 | 54 | |||
Gross profit | 277 | 316 | 259 | 256 | 296 | 282 | 308 | 270 | 1,108 | 1,156 | 980 |
Income from operations | 65 | 128 | (20) | 56 | (140) | 76 | 120 | 89 | 229 | 145 | 252 |
Net Income (loss) | $ 232 | $ 138 | $ (222) | $ 1 | $ (585) | $ 45 | $ 72 | $ 62 | 149 | (406) | 194 |
Net income (loss) attributable to partners | $ 149 | $ (406) | $ 87 | ||||||||
Income (Loss) from Continuing Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | $ 2.12 | $ (0.32) | $ 0.91 | ||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic | (1.78) | (4.94) | 0.20 | ||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | (1.78) | (4.94) | 0.20 | ||||||||
Common Units [Member] | |||||||||||
Effect Of Fourth Quarter Events [Line Items] | |||||||||||
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax | $ 1.91 | $ 0.92 | $ (0.58) | $ (0.11) | $ (1.51) | $ 0.09 | $ 0.60 | $ 0.56 | $ 2.13 | $ (0.32) | $ 0.91 |
Income (Loss) from Continuing Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | 1.90 | 0.91 | (0.59) | (0.11) | (1.51) | 0.09 | 0.60 | 0.56 | |||
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic | 0.11 | 0.17 | (1.94) | (0.11) | (4.81) | 0.15 | (0.07) | (0.09) | |||
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | $ 0.11 | $ 0.17 | $ (1.94) | $ (0.11) | $ (4.81) | $ 0.15 | $ (0.07) | $ (0.09) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Subsequent Event [Line Items] | |||
Proceeds from issuance of common units, net of offering costs | $ 33 | $ 71 | $ 899 |