Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document Information [Line Items] | ||
Entity Registrant Name | SUNOCO LP | |
Entity Central Index Key | 0001552275 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Subsequent Event [Member] | Common Units [Member] | ||
Document Information [Line Items] | ||
Entity Partnership Units Outstanding | 82,748,987 | |
Subsequent Event [Member] | Common Class C [Member] | ||
Document Information [Line Items] | ||
Entity Partnership Units Outstanding | 16,410,780 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 23 | $ 56 |
Accounts receivable, net | 490 | 374 |
Receivables from affiliates | 2 | 37 |
Inventories, net | 392 | 374 |
Other current assets | 75 | 64 |
Assets held for sale | 28 | 0 |
Total current assets | 1,010 | 905 |
Total property and equipment | 2,066 | 2,133 |
Accumulated depreciation | (604) | (587) |
Property and equipment, net | 1,462 | 1,546 |
Other assets: | ||
Lease right-of-use assets, net | 542 | 0 |
Goodwill | 1,560 | 1,559 |
Intangible Assets, Gross (Excluding Goodwill) | 915 | 915 |
Accumulated amortization | (221) | (207) |
Intangible assets, net | 694 | 708 |
Other noncurrent assets | 155 | 161 |
Total assets | 5,423 | 4,879 |
Current liabilities: | ||
Accounts payable | 482 | 412 |
Accounts payable to affiliates | 30 | 149 |
Accrued expenses and other current liabilities | 225 | 299 |
Operating Lease, Liability, Current | 24 | 0 |
Current maturities of long-term debt | 6 | 5 |
Total current liabilities | 767 | 865 |
Operating Lease, Liability, Noncurrent | 527 | 0 |
Revolving line of credit | 150 | 700 |
Long-term debt, net | 2,879 | 2,280 |
Advances from affiliates | 81 | 24 |
Deferred tax liability | 90 | 103 |
Other noncurrent liabilities | 120 | 123 |
Total liabilities | 4,614 | 4,095 |
Commitments and contingencies (Note 12) | ||
Equity: | ||
Total equity | 809 | 784 |
Total liabilities and equity | 5,423 | 4,879 |
Common Units | ||
Equity: | ||
Total partners' capital | 809 | 784 |
Class C Units - Held by Subsidiary [Member] | ||
Equity: | ||
Total partners' capital | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common Units [Member] | ||
Equity: | ||
Limited partners' capital account, units issued (in shares) | 82,725,202 | 82,665,057 |
Limited Partners' Capital Account, Units Outstanding | 82,725,202 | 82,665,057 |
Class C Units - Held by Subsidiary [Member] | ||
Equity: | ||
Limited partners' capital account, units issued (in shares) | 16,410,780 | 16,410,780 |
Limited Partners' Capital Account, Units Outstanding | 16,410,780 | 16,410,780 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Revenues | $ 3,692 | $ 3,749 |
Cost of sales and operating expenses: | ||
Cost of Revenue | 3,322 | 3,453 |
General and administrative | 27 | 35 |
Other operating | 84 | 98 |
Lease expense | 14 | 15 |
Loss on disposal of assets and impairment charges | 48 | 3 |
Depreciation, amortization and accretion | 45 | 49 |
Total cost of sales and operating expenses | 218 | 200 |
Operating Costs and Expenses | 3,540 | 3,653 |
Operating income | 152 | 96 |
Interest expense, net | 42 | 34 |
Loss on extinguishment of debt and other | 3 | 109 |
Income (loss) from continuing operations before income taxes | 107 | (47) |
Income tax expense (benefit) | (2) | 31 |
Income (loss) from continuing operations | 109 | (78) |
Loss from discontinued operations, net of income taxes | 0 | (237) |
Net income (loss) and comprehensive income (loss) | $ 109 | $ (315) |
Net income (loss) per common unit - basic: | ||
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax | $ 1.08 | $ (1.11) |
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic | 0 | (2.63) |
Net Income (Loss), Per Outstanding Limited Partnership Unit, Basic, Net of Tax | 1.08 | (3.74) |
Net income (loss) per limited partner unit - diluted: | ||
Income (Loss) from Continuing Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | 1.07 | (1.11) |
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | 0 | (2.63) |
Net Income (Loss), Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | $ 1.07 | $ (3.74) |
Weighted average limited partner units outstanding: | ||
Weighted average limited partner units outstanding (basic) (in shares) | 82,711,188 | 89,753,950 |
Weighted Average Limited Partnership Units Outstanding, Diluted | 83,380,167 | 90,271,751 |
Cash distribution per common unit (in shares) | $ 0.8255 | $ 0.8255 |
Common Units [Member] | ||
Net income (loss) per common unit - basic: | ||
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax | 1.08 | (1.11) |
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic | $ 0 | $ (2.63) |
Weighted average limited partner units outstanding: | ||
Weighted average limited partner units outstanding (basic) (in shares) | 82,711,188 | 89,753,950 |
Weighted Average Limited Partnership Units Outstanding, Diluted | 83,380,167 | 90,271,751 |
Motor Fuels [Member] | ||
Revenues: | ||
Revenues | $ 3,583 | $ 3,551 |
Rental and Other [Member] | ||
Revenues: | ||
Revenues | 35 | 22 |
Non Motor Fuel Sales [Member] | ||
Revenues: | ||
Revenues | 74 | 176 |
Continuing Operations [Member] | ||
Cost of sales and operating expenses: | ||
Interest expense, net | $ 42 | $ 34 |
Consolidated Statement of Equit
Consolidated Statement of Equity - USD ($) $ in Millions | Total | Common Units | Preferred Units-Affiliated |
Beginning balance at Dec. 31, 2017 | $ 2,247 | $ 1,947 | $ 300 |
Repurchase of common units | (540) | (540) | 0 |
Redemption of preferred units | (300) | 0 | (300) |
Cash distribution to unitholders | (107) | 107 | 0 |
Distribution to preferred unitholder | (2) | 0 | (2) |
Unit-based compensation | 3 | 3 | 0 |
Partnership net income | (315) | (317) | 2 |
Ending balance at Mar. 31, 2018 | 932 | 932 | 0 |
Beginning balance at Dec. 31, 2018 | 784 | 784 | 0 |
Cash distribution to unitholders | (87) | 87 | 0 |
Distribution to preferred unitholder | 0 | ||
Unit-based compensation | 3 | 3 | 0 |
Partnership net income | 109 | 109 | 0 |
Ending balance at Mar. 31, 2019 | $ 809 | $ 809 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 109 | $ (315) |
Adjustments to reconcile net income (loss) to net cash provided by continuing operating activities: | ||
Loss from discontinued operations | 0 | 237 |
Depreciation, amortization and accretion | 45 | 49 |
Amortization of deferred financing fees | 1 | 2 |
Loss on disposal of assets and impairment charges | 48 | 3 |
Loss on extinguishment of debt and other | 3 | 109 |
Non-cash unit based compensation expense | 3 | 3 |
Deferred income tax | 13 | (29) |
Inventory valuation adjustment | (93) | (25) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (116) | 90 |
Receivable from affiliates | 35 | (5) |
Inventories | 67 | 17 |
Other assets | 9 | 10 |
Accounts payable | 74 | (143) |
Accounts payable to affiliates | (62) | (28) |
Accrued expenses and other current liabilities | (73) | 403 |
Other noncurrent liabilities | 0 | 4 |
Net cash provided by continuing operating activities | 37 | 440 |
Cash flows from investing activities: | ||
Capital expenditures | (26) | (19) |
Purchase of intangible assets | 0 | (1) |
Payments to Acquire Businesses, Gross | 5 | 0 |
Proceeds from disposal of property and equipment | 6 | 3 |
Net cash used in investing activities | (25) | (17) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 600 | 2,200 |
Payments on long-term debt | (2) | (3,447) |
Payments for debt extinguishment costs | 0 | (93) |
Revolver borrowings | 693 | 414 |
Revolver repayments | (1,243) | (1,179) |
Loan origination costs | (6) | (24) |
Common unit repurchase | 0 | 540 |
Redemption of preferred units from ETE | 0 | (303) |
Distributions to unitholders | (87) | (121) |
Net cash used in financing activities | (45) | (3,093) |
Cash flows from discontinued operations: | ||
Operating activities | 0 | (485) |
Investing activities | 0 | 3,214 |
Changes in cash included in current assets held for sale | 0 | 11 |
Net Cash Provided by (Used in) Discontinued Operations | 0 | 2,740 |
Net increase (decrease) in cash | (33) | 70 |
Cash and cash equivalents at beginning of period | 56 | 28 |
Cash and cash equivalents at end of period | 23 | $ 98 |
Speedway LLC [Member] | ||
Cash flows from investing activities: | ||
Payments to Acquire Businesses, Gross | $ 5 |
Organization and Principles of
Organization and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Principles of Consolidation | Organization and Principles of Consolidation As used in this document, the terms “Partnership,” “SUN,” “we,” “us,” and “our” should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise. We are a Delaware master limited partnership. We are managed by our general partner, Sunoco GP LLC (“General Partner”), which is owned by Energy Transfer Operating, L.P. (“ETO”), a consolidated subsidiary of Energy Transfer LP (“ET”). As of March 31, 2019 , ETO and its subsidiaries owned 100% of the membership interests in our General Partner, all of our incentive distribution rights (“IDRs”) and approximately 34.4% of our common units, which constitutes a 28.7% limited partner interest in us. The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, and our wholly‑owned subsidiaries. We distribute motor fuels across more than 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. We also operate retail stores in Hawaii and New Jersey. Our primary operations are conducted by the following consolidated subsidiaries: • Sunoco, LLC (“Sunoco LLC”), a Delaware limited liability company, primarily distributes motor fuel in 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama, Texas, Arkansas and New York. • Sunoco Retail LLC (“Sunoco Retail”), a Pennsylvania limited liability company, owns and operates retail stores that sell motor fuel and merchandise primarily in New Jersey. • Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands. • Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates retail stores on the Hawaiian Islands. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on gross profit, income from operations, net income (loss) and comprehensive income (loss), the balance sheets or statements of cash flows. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Interim Financial Statements The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Pursuant to Regulation S-X, certain information and disclosures normally included in the annual financial statements have been condensed or omitted. The consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 22, 2019. Significant Accounting Policies As of March 31, 2019 , the only material change in the Partnership’s significant accounting policies, as compared to those described in the Annual Report on Form 10-K for the year ended December 31, 2018 , was the adoption of Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), described under Change in Accounting Principle . Motor Fuel and Sales Taxes For bulk sales, certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales. For other locations where the Partnership holds inventory, including commission agent arrangements and Partnership-operated retail locations, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $94 million and $53 million for the three months ended March 31, 2019 and 2018 , respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). Assets Held for Sale Assets held for sale are written down to the lower of cost or estimated net realizable value at the time we offer them for sale. 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 March 31, 2019 the Partnership had $28 million classified as assets held for sale related to the pending sale of the Partnership's ethanol plant, including the grain malting operation, in Fulton, New York. Based on the sale price of the pending sale the Partnership wrote down the assets held for sale and recorded a $47 million charge during the three months ended March 31, 2019. Change in Accounting Principle In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) , which amends the FASB Accounting Standards Codification (“ASC”) and creates Topic 842, Leases. On January 1, 2019, we adopted ASC Topic 842, which is effective for interim and annual reporting periods beginning on or after December 15, 2018. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Partnership elected the modified retrospective approach to adopt Topic 842. This approach involves recognition of an opening cumulative catch-up adjustment to the the balance sheet in the period of adoption, January 1, 2019. We have completed a detailed review of contracts representative of our business and assessed the terms under the new standard. Adoption of the standard had a material impact on our consolidated balance sheet, but did not have a material impact on our consolidated statement of operations and comprehensive income or consolidated cash flows. The most significant impact was the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. As a result of the evaluation performed, we have recorded adjustments resulting in a net increase to assets and liabilities of approximately $547 million as of January 1, 2019. In addition to the evaluation performed, we have made appropriate design and implementation updates to our business processes, systems, and internal controls to support the on-going reporting requirements under the new standard. Topic 842 provides for certain practical expedients that companies can elect to apply for purposes of adoption and implementation of the new standard. The practical expedients utilized by the Partnership are as follows: 1) no reassessment of whether existing contracts contain a lease, 2) no reassessment of the classification of existing leases, 3) no reassessment of initial direct costs for existing leases, 4) exclusion of leases with terms of 12 months or less from evaluation, 5) use of the portfolio approach to determine discount rates, 6) election to not separate non-lease components from lease components in existing lease agreements, and 7) election to not apply the use of hindsight to the active lease population. The cumulative effect of the changes made to our consolidated January 1, 2019 balance sheet for the adoption of ASU No. 2016-02 was as follows: Classification Balance at December 31, 2018 Adjustments Due to Topic 842 Balance at January 1, 2019 (in millions) Assets Property and equipment, net $ 1,546 $ (1 ) $ 1,545 Lease right-of-use assets — 548 548 Liabilities Accrued expenses and other current liabilities 299 (1 ) 298 Current maturities of long term debt 5 1 6 Operating lease current liabilities — 25 25 Long term debt, net 2,280 6 2,286 Operating lease non-current liabilities — 528 528 Other non-current liabilities 123 (12 ) 111 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On January 18, 2019, we acquired certain convenience store locations from Speedway LLC for approximately $5 million plus working capital adjustments. We subsequently converted the acquired convenience store locations to commission agent locations. |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations On April 6, 2017, certain subsidiaries of the Partnership (collectively, the “Sellers”) entered into an Asset Purchase Agreement (the “7-Eleven Purchase Agreement”) with 7-Eleven, Inc., a Texas corporation (“7-Eleven”) and SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (“SEI Fuel,” and, together with 7-Eleven, referred to herein collectively as “Buyers”). On January 23, 2018, we completed the disposition of assets pursuant to the Amended and Restated Asset Purchase Agreement entered by and among Sellers, Buyers and certain other named parties for the limited purposes set forth therein, pursuant to which the parties agreed to amend and restate the 7-Eleven Purchase Agreement to reflect commercial agreements and updates made by the parties in connection with consummation of the transactions contemplated by the 7-Eleven Purchase Agreement. Under the 7-Eleven Purchase Agreement, as amended and restated, we sold a portfolio of 1,030 company operated retail fuel outlets, together with ancillary businesses and related assets to Buyers for approximately $3.2 billion (the “7-Eleven Transaction”). Subsequent to the closing of the 7-Eleven Transaction, previously eliminated wholesale motor fuel sales to the Partnership's retail locations are reported as wholesale motor fuel sales to third parties. Also, the related accounts receivable from such sales are no longer eliminated from the consolidated balance sheets and are reported as accounts receivable. In connection with the closing of the transactions contemplated by the 7-Eleven Purchase Agreement, we entered into a Distributor Motor Fuel Agreement dated as of January 23, 2018, as amended (the “Supply Agreement”), with 7-Eleven and SEI Fuel. The Supply Agreement consists of a 15-year take-or-pay fuel supply arrangement. For the period from January 1, 2018 through January 22, 2018, we recorded sales to the sites that were subsequently sold to 7-Eleven of $199 million that were eliminated in consolidation. We received payments on trade receivables from 7-Eleven of $782 million and $612 million during the three months ended March 31, 2019 , and the first quarter of 2018 subsequent to the closing of the sale. On January 18, 2017, with the assistance of a third-party brokerage firm, we launched a portfolio optimization plan to market and sell 97 real estate assets. Real estate assets included in this process are company-owned locations, undeveloped greenfield sites and other excess real estate. Properties are located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The properties will be sold through a sealed-bid sale. Of the 97 properties, 51 have been sold, one is under contract to be sold and four continue to be marketed by the third-party brokerage firm. Additionally, 32 were sold to 7-Eleven and nine are part of the approximately 207 retail sites located in certain West Texas, Oklahoma and New Mexico markets which are operated by a commission agent. The results of these operations (the real estate optimization assets, together with the 7-Eleven Transaction, the “Retail Divestment”) have been reported as discontinued operations for all periods presented in the consolidated financial statements. All other footnotes present results of the continuing operations. 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. The Partnership had no assets or liabilities associated with discontinued operations as of March 31, 2019 or December 31, 2018. The results of operations associated with discontinued operations are presented in the following table: Three Months Ended March 31, 2019 2018 (in millions) Revenues: Motor fuel sales $ — $ 256 Non motor fuel sales (1) — 93 Total revenues — 349 Cost of sales and operating expenses: Cost of sales — 305 General and administrative — 2 Other operating — 57 Lease expense — 4 Loss on disposal of assets — 23 Total cost of sales and operating expenses — 391 Operating loss — (42 ) Interest expense, net — 2 Loss on extinguishment of debt — 20 Loss from discontinued operations before income taxes — (64 ) Income tax expense — 173 Loss from discontinued operations, net of income taxes $ — $ (237 ) ________________________________ (1) Non motor fuel sales includes merchandise sales totaling $89 million for the three months ended March 31, 2018 . |
Accounts Receivable, net
Accounts Receivable, net | 3 Months Ended |
Mar. 31, 2019 | |
Accounts Receivable, Net [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable, net, consisted of the following: March 31, December 31, (in millions) Accounts receivable, trade $ 350 $ 299 Credit card receivables 117 49 Vendor receivables for rebates, branding, and other 1 1 Other receivables 24 27 Allowance for doubtful accounts (2 ) (2 ) Accounts receivable, net $ 490 $ 374 |
Inventories, net
Inventories, net | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net, consisted of the following: March 31, December 31, (in millions) Fuel $ 380 $ 363 Other 12 11 Inventories, net $ 392 $ 374 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Current accrued expenses and other current liabilities consisted of the following: March 31, December 31, (in millions) Wage and other employee-related accrued expenses $ 20 $ 41 Accrued tax expense 67 91 Accrued insurance 35 31 Accrued interest expense 23 47 Dealer deposits 18 18 Accrued environmental expense 6 6 Other 56 65 Total $ 225 $ 299 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: March 31, December 31, (in millions) Sale leaseback financing obligation $ 106 $ 107 2018 Revolver 150 700 4.875% Senior Notes Due 2023 1,000 1,000 5.500% Senior Notes Due 2026 800 800 6.000% Senior Notes Due 2027 600 — 5.875% Senior Notes Due 2028 400 400 Other 7 1 Total debt 3,063 3,008 Less: current maturities 6 5 Less: debt issuance costs 28 23 Long-term debt, net of current maturities $ 3,029 $ 2,980 2019 Private Offering of Senior Notes On March 14, 2019, we, our General Partner and Sunoco Finance Corp. (together with the Partnership, the “2027 Notes Issuers”) completed a private offering of $600 million in aggregate principal amount of 6.000% senior notes due 2027 (the “2027 Notes”). The terms of the 2027 Notes is governed by an indenture dated March 14, 2019, among the 2027 Notes Issuers, certain subsidiaries of the Partnership (the “2027 Notes Guarantors”) and U.S. Bank National Association, as trustee. The 2027 Notes will mature on April 15, 2027 and interest on the 2027 Notes is payable semi-annually on April 15 and October 15 of each year, commencing October 15, 2019. The 2027 Notes are senior obligations of the 2027 Notes Issuers and are guaranteed on a senior basis by all of the Partnership’s current subsidiaries (other than Sunoco Finance Corp.) that guarantee its obligations under the 2018 Revolver (as defined below) and certain of its future subsidiaries. The 2027 Notes and guarantees are unsecured and rank equally with all of the 2027 Notes Issuers’ and each 2027 Notes Guarantor’s existing and future senior obligations. The 2027 Notes and guarantees are effectively subordinated to the 2027 Notes Issuers’ and each 2027 Notes Guarantor’s secured obligations, including obligations under the 2018 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 2027 Notes. The Partnership used the proceeds from the private offering to repay a portion of the outstanding borrowings under our 2018 Revolver (as defined below). Revolving Credit Agreement On July 27, 2018, we entered into a new Amended and Restated Credit Agreement among the Partnership, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swingline lender and a line of credit issuer (the “2018 Revolver”). Borrowings under the 2018 Revolver were used to pay off the Partnership’s previous revolving credit facility. As of March 31, 2019 , the balance on the 2018 Revolver was $150 million , and $8 million in standby letters of credit were outstanding. The unused availability on the 2018 Revolver at March 31, 2019 was $1.3 billion . The weighted average interest rate on the total amount outstanding at March 31, 2019 was 4.49%. The Partnership was in compliance with all financial covenants at March 31, 2019 . Fair Value of Debt The estimated fair value of debt is calculated using Level 2 inputs. The fair value of debt as of March 31, 2019 , is estimated to be approximately $3.1 billion , based on outstanding balances as of the end of the period using current interest rates for similar securities. |
Other noncurrent liabilities Ot
Other noncurrent liabilities Other noncurrent liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Other Noncurrent Liabilities [Abstract] | |
Other Liabilities Disclosure [Text Block] | Other Non-current Liabilities Other non-current liabilities consisted of the following: March 31, December 31, 2018 (in millions) Reserve for underground storage tank removal $ 66 $ 54 Reserve for environmental remediation 28 29 Unfavorable lease liability 15 16 Accrued straight-line rent — 12 Other 11 12 Total $ 120 $ 123 |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions We are party to fee-based commercial agreements with various affiliates of ETO for pipeline, terminalling and storage services. We also have agreements with subsidiaries of ETO for the purchase and sale of fuel. In addition, we are party to two related products purchase agreements, one with Philadelphia Energy Solutions Refining & Marketing (“PES”) and one with PES’s product financier Merrill Lynch Commodities; both purchase agreements contain 12 -month terms that automatically renew for consecutive 12 -month terms until either party cancels with notice. ETP Retail Holdings, LLC, a subsidiary of ETO, owns a noncontrolling interest in the parent of PES. Beginning in the third quarter of 2018, PES was no longer considered an affiliate of ETO as ETO was no longer considered to have any significant influence over PES’s management or operations. Summary of Transactions Significant affiliate balances and activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income (Loss) are as follows: • Net advances from affiliates were $81 million and $24 million as of March 31, 2019 and December 31, 2018 , respectively. Advances from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Sunoco (R&M), LLC and Sunoco Retail and Sunoco (R&M), LLC, which are in place for purposes of cash management. • Net accounts receivable from affiliates were $2 million and $37 million as of March 31, 2019 and December 31, 2018 , respectively, which are primarily related to motor fuel sales to affiliates. • Net accounts payable to affiliates were $30 million and $149 million as of March 31, 2019 and December 31, 2018 , respectively, which are related to operational expenses. • Motor fuel sales to affiliates were $1 million and $12 million for the three months ended March 31, 2019 and 2018 , respectively. • Bulk fuel purchases from affiliates were $171 million and $777 million for the three months ended March 31, 2019 and 2018 , respectively, which is included in motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income (Loss). |
Revenue (Notes)
Revenue (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue [Abstract] | |
Revenue from Contract with Customer [Text Block] | Revenue Disaggregation of Revenue We operate our business in two primary segments, fuel distribution and marketing and all other. We disaggregate revenue within the segments by channels. The following table depicts the disaggregation of revenue by channel within each segment: Three Months Ended March 31, 2019 2018 (in millions) Fuel Distribution and Marketing Segment Dealer $ 778 $ 800 Distributor 1,639 1,623 Unbranded wholesale 650 562 Commission agent 375 121 Non motor fuel sales 19 14 Lease income 32 19 Total 3,493 3,139 All Other Segment Motor fuel 141 445 Non motor fuel sales 55 162 Lease income 3 3 Total 199 610 Total revenue $ 3,692 $ 3,749 Contract Balances with Customers The balances of receivables from contracts with customers listed in the table below include both current trade receivables and long-term receivables, net of allowance for doubtful accounts. The allowance for receivables represents our best estimate of the probable losses associated with potential customer defaults. We determine the allowance based on historical experience and on a specific identification basis. The balances of the Partnership’s contract assets and contract liabilities as of March 31, 2019 and December 31, 2018 are as follows: March 31, 2019 December 31, 2018 (in millions) Contract balances Contract asset $ 84 $ 75 Accounts receivable from contracts with customers $ 467 $ 348 Contract liability $ 1 $ 1 The amount of revenue recognized in the three months ended March 31, 2019 and 2018 that was included in the contract liability balance at the beginning of the each period was $0.1 million and $0.1 million , respectively. This amount of revenue is a result of changes in the transaction price of the Partnership’s contracts with customers. The difference in the opening and closing balances of the contract asset and contract liability primarily results from the timing difference between the Partnership’s performance and the customer’s payment. Performance Obligations As of March 31, 2019 , the aggregate amount of revenue expected to be recognized related to unsatisfied or partially satisfied franchise fee performance obligations (contract liabilities) is approximately $0.3 million for the remainder of 2019, $0.2 million in 2020, $0.1 million in 2021, and $0.1 million thereafter. Costs to Obtain or Fulfill a Contract The Partnership recognizes an asset from the costs incurred to obtain a contract (e.g. sales commissions) only if it expects to recover those costs. On the other hand, the costs to fulfill a contract are capitalized if the costs are specifically identifiable to a contract, would result in enhancing resources that will be used in satisfying performance obligations in future, and are expected to be recovered. These capitalized costs are recorded as a part of other current assets and other non-current assets and are amortized as a reduction of revenue on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. The amount of amortization on these capitalized costs that the Partnership recognized for the three months ended March 31, 2019 and 2018 was $4 million and $3 million , respectively. The Partnership has also made a policy election of expensing the costs to obtain a contract, as and when they are incurred, in cases where the expected amortization period is one year or less. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Commitments and Contingencies | Lessee Accounting The Partnership leases retail stores, other property, and equipment under non-cancellable operating leases whose initial terms are typically 5 to 15 years, with some having a term of 40 years or more, along with options that permit renewals for additional periods. At the inception of each, we determine if the arrangement is a lease or contains an embedded lease and review the facts and circumstances of the arrangement to classify leased assets as operating or finance under Topic 842. The Partnership has elected not to record any leases with terms of 12 months or less on the balance sheet. At this time, the majority of active leases within our portfolio are classified as operating leases under the new standard. Operating leases are included in lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheet. Finance leases represent a small portion of the active lease agreements and are included in ROU assets, other current liabilities, and other long-term liabilities in our consolidated balance sheet. The ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make minimum lease payments arising from the lease for the duration of the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years or greater. The exercise of lease renewal options is typically at our discretion. Additionally many leases contain early termination clauses, however early termination typically requires the agreement of both parties to the lease. At lease inception, all renewal options reasonably certain to be exercised are considered when determining the lease term. At this time the Partnership does not have leases that include options to purchase or automatic transfer of ownership of the leased property to the Partnership. The depreciable life of leased assets and leasehold improvements are limited by the expected lease term. To determine the present value of future minimum lease payments, we use the implicit rate when readily determinable. At this time, many of our leases do not provide an implicit rate, therefore to determine the present value of minimum lease payments we use our incremental borrowing rate based on the information available at lease commencement date. The ROU assets also include any lease payments made and exclude lease incentives. Minimum rent payments are expensed on a straight-line basis over the term of the lease. In addition, some leases may require additional contingent or variable lease payments based on factors specific to the individual agreement. Variable lease payments we are typically responsible for include payment of real estate taxes, maintenance expenses and insurance. The Partnership maintains a small number of active related party leases. The components of lease expense consisted of the following: Lease cost Classification Three Months Ended March 31, 2019 (in millions) Operating lease cost Lease expense $ 12 Finance lease cost Amortization of leased assets Depreciation, amortization, and accretion — Interest on lease liabilities Interest expense — Short term lease cost Lease expense 1 Variable lease cost Lease expense 1 Sublease income Lease income (10 ) Net lease cost $ 4 Lease Term and Discount Rate March 31, 2019 Weighted-average remaining lease term (years) Operating leases 25 years Finance leases 10 years Weighted-average discount rate (%) Operating leases 6% Finance leases 8% Other information Three Months Ended March 31, 2019 (in millions) (Gain) Loss on sale and leaseback transactions, net $ — Cash paid for amount included in the measurement of lease liabilities Operating cash flows from operating leases $ (12 ) Operating cash flows from finance leases $ — Financing cash flows from finance leases $ — Leased assets obtained in exchange for new finance lease liabilities $ — Leased assets obtained in exchange for new operating lease liabilities $ 8 Maturities of lease liabilities as of March 31, 2019 are as follows: Maturity of lease liabilities Operating leases Finance leases Total (in millions) 2019 (remainder) $ 41 $ 1 $ 42 2020 52 1 53 2021 46 1 47 2022 44 1 45 2023 43 1 44 Thereafter 834 6 840 Total lease payment 1,060 11 1,071 Less: interest 509 4 513 Present value of lease liabilities $ 551 $ 7 $ 558 Lessor Accounting The Partnership leases or subleases a portion of its real estate portfolio to third party companies as a stable source of long-term revenue. Our lessor and sublease portfolio consists mainly of operating leases with convenience store operators. At this time, most lessor agreements contain 5-year terms with renewal options to extend and early termination options based on established terms specific to the individual agreement. Three Months Ended March 31, 2019 (in millions) Fuel Distribution & Marketing lease income $ 32 All Other lease income 3 Total lease income $ 35 Minimum future lease payments receivable are as follows: March 31, 2019 (in millions) 2019 (remainder) $ 68 2020 72 2021 59 2022 53 2023 3 Thereafter 5 Total undiscounted cash flow $ 260 |
Interest Expense, net
Interest Expense, net | 3 Months Ended |
Mar. 31, 2019 | |
Interest Income (Expense), Net [Abstract] | |
Interest Expense, net | Interest Expense, net Components of net interest expense were as follows: Three Months Ended March 31, 2019 2018 (in millions) Interest expense $ 42 $ 34 Amortization of deferred financing fees 1 2 Interest income (1 ) (2 ) Interest expense, net $ 42 $ 34 |
Income Tax Expense
Income Tax Expense | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | Income Tax Expense As a partnership, we are generally not subject to federal income tax and most state income taxes. However, the Partnership conducts certain activities through corporate subsidiaries which are subject to federal and state income taxes. Our effective tax rate differs from the statutory rate primarily due to Partnership earnings that are not subject to U.S. federal and most state income taxes at the Partnership level. A reconciliation of income tax expense from continuing operations at the U.S. federal statutory rate of 21% to net income tax expense (benefit) is as follows: Three Months Ended March 31, 2019 2018 (in million) Income tax expense (benefit) at statutory federal rate $ 22 $ (10 ) Partnership earnings not subject to tax (26 ) 9 Statutory tax rate changes — 29 Other 2 3 Net income tax expense (benefit) $ (2 ) $ 31 |
Partners' Capital
Partners' Capital | 3 Months Ended |
Mar. 31, 2019 | |
Partners' Capital [Abstract] | |
Partners' Capital | Partners' Capital As of March 31, 2019 , ETO and ET or their subsidiaries owned 28,463,967 common units, which constitutes 34.4% of our outstanding common units, and the public owned 54,261,235 common units. As of March 31, 2019 , our consolidated subsidiaries owned all of the 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”). Common Units The change in our outstanding common units for the three months ended March 31, 2019 is as follows: Number of Units Number of common units at December 31, 2018 82,665,057 Phantom unit vesting 60,145 Number of common units at March 31, 2019 82,725,202 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 ETO. The calculation of net income allocated to the partners is as follows (in millions, except per unit amounts): Three Months Ended March 31, 2019 2018 Attributable to Common Units Distributions (a) $ 68 $ 68 Distributions in excess of net income 21 (404 ) Limited partners' interest in net income (loss) $ 89 $ (336 ) (a) Distributions declared per unit to unitholders as of record date $ 0.8255 $ 0.8255 Cash Distributions Our Partnership Agreement sets forth the calculation used to determine the amount and priority of cash distributions that the common unitholders receive. Cash distributions paid or payable during 2019 were as follows: Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders (in millions, except per unit amounts) May 15, 2019 $ 0.8255 $ 68 $ 18 February 14, 2019 $ 0.8255 $ 68 $ 18 |
Unit-Based Compensation
Unit-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Compensation [Abstract] | |
Unit-Based Compensation | Unit-Based Compensation A summary of our phantom unit award activity is as follows: Number of Phantom Units Weighted-Average Grant Date Fair Value Outstanding at December 31, 2017 1,777,301 $ 31.89 Granted 1,072,600 27.67 Vested (414,472 ) 32.92 Forfeited (311,417 ) 31.26 Outstanding at December 31, 2018 2,124,012 29.15 Granted 35,061 28.79 Vested (89,238 ) 26.14 Forfeited (47,076 ) 29.54 Outstanding at March 31, 2019 2,022,759 $ 28.97 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Our financial statements reflect two reportable segments, fuel distribution & marketing and all other. After the Retail Divestment and the conversion of 207 retail sites to commission agent sites, the Partnership has renamed the former Wholesale segment to Fuel Distribution and Marketing and the former Retail segment is renamed to All Other. We report Adjusted EBITDA by segment as a measure of segment performance. We define Adjusted EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense, non-cash compensation expense, gains and losses on disposal of assets and impairment charges, unrealized gains and losses on commodity derivatives, inventory adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations. The following tables present financial information by segment for the three months ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 2018 Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Fuel Distribution and Marketing All Other Intercompany Eliminations Totals (in millions) Revenue Motor fuel sales $ 3,442 $ 141 $ 3,583 $ 3,106 $ 445 $ 3,551 Non motor fuel sales 19 55 74 14 162 176 Lease income 32 3 35 19 3 22 Intersegment sales 364 32 (396 ) — 404 34 (438 ) — Total revenue 3,857 231 (396 ) 3,692 3,543 644 (438 ) 3,749 Gross profit (1) Motor fuel 258 27 285 161 44 205 Non motor fuel 17 33 50 10 59 69 Lease 32 3 35 19 3 22 Total gross profit 307 63 370 190 106 296 Total operating expenses 135 83 218 119 81 200 Operating income 172 (20 ) 152 71 25 96 Interest expense, net 36 6 42 19 15 34 Loss on extinguishment of debt and other (3 ) 6 3 109 — 109 Income (loss) from continuing operations before income taxes 139 (32 ) 107 (57 ) 10 (47 ) Income tax expense (benefit) 2 (4 ) (2 ) 1 30 31 Income (loss) from continuing operations 137 (28 ) 109 (58 ) (20 ) (78 ) Loss from discontinued operations, net of income taxes (See Note 4) — — — — (237 ) (237 ) Net income (loss) and comprehensive income (loss) $ 137 $ (28 ) $ 109 $ (58 ) $ (257 ) $ (315 ) Depreciation, amortization and accretion (2) 34 11 45 28 21 49 Interest expense, net (2) 36 6 42 19 17 36 Income tax expense (benefit) (2) 2 (4 ) (2 ) 1 203 204 EBITDA 209 (15 ) 194 (10 ) (16 ) (26 ) Non-cash compensation expense (2) 3 — 3 — 3 3 Loss on disposal of assets and impairment charges (2) 4 44 48 3 23 26 Loss on extinguishment of debt and other (2) (3 ) 6 3 109 20 129 Unrealized gain on commodity derivatives (2) (6 ) — (6 ) — — — Inventory adjustments (2) (93 ) — (93 ) (25 ) (1 ) (26 ) Other non-cash adjustments 4 — 4 3 — 3 Adjusted EBITDA $ 118 $ 35 $ 153 $ 80 $ 29 $ 109 Capital expenditures (2) $ 20 $ 6 $ 26 $ 12 $ 7 $ 19 Total assets at period end $ 4,101 $ 1,322 $ 5,423 $ 3,878 $ 1,001 $ 4,879 ________________________________ (1) Excludes deprecation, amortization and accretion. (2) Includes amounts from discontinued operations for the three months ended March 31, 2018. |
Net Income per Unit
Net Income per Unit | 3 Months Ended |
Mar. 31, 2019 | |
Net Income Per Unit [Abstract] | |
Net Income per Unit | Net Income per Unit A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows: Three Months Ended March 31, 2019 2018 (in millions, except units and per unit amounts) Income (loss) from continuing operations $ 109 $ (78 ) Less: Distributions on Series A Preferred units — 2 Incentive distribution rights 18 18 Distributions on nonvested phantom unit awards 2 1 Limited partners ’ interest in net income (loss) from continuing operations $ 89 $ (99 ) Loss from discontinued operations $ — $ (237 ) Weighted average limited partner units outstanding: Common - basic 82,711,188 89,753,950 Common - equivalents 668,979 517,801 Common - diluted 83,380,167 90,271,751 Income (loss) from continuing operations per limited partner unit: Common - basic $ 1.08 $ (1.11 ) Common - diluted $ 1.07 $ (1.11 ) Loss from discontinued operations per limited partner unit: Common - basic $ 0.00 $ (2.63 ) Common - diluted $ 0.00 $ (2.63 ) |
Organization and Principles o_2
Organization and Principles of Consolidation Organization and Principles of Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | All significant intercompany accounts and transactions have been eliminated in consolidation. Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on gross profit, income from operations, net income (loss) and comprehensive income (loss), the balance sheets or statements of cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Motor Fuel and Sales Taxes | Motor Fuel and Sales Taxes For bulk sales, certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales. For other locations where the Partnership holds inventory, including commission agent arrangements and Partnership-operated retail locations, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $94 million and $53 million for the three months ended March 31, 2019 and 2018 , respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). |
Recently Issued Accounting Pronouncements | Change in Accounting Principle In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) , which amends the FASB Accounting Standards Codification (“ASC”) and creates Topic 842, Leases. On January 1, 2019, we adopted ASC Topic 842, which is effective for interim and annual reporting periods beginning on or after December 15, 2018. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Partnership elected the modified retrospective approach to adopt Topic 842. This approach involves recognition of an opening cumulative catch-up adjustment to the the balance sheet in the period of adoption, January 1, 2019. We have completed a detailed review of contracts representative of our business and assessed the terms under the new standard. Adoption of the standard had a material impact on our consolidated balance sheet, but did not have a material impact on our consolidated statement of operations and comprehensive income or consolidated cash flows. The most significant impact was the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. As a result of the evaluation performed, we have recorded adjustments resulting in a net increase to assets and liabilities of approximately $547 million as of January 1, 2019. In addition to the evaluation performed, we have made appropriate design and implementation updates to our business processes, systems, and internal controls to support the on-going reporting requirements under the new standard. Topic 842 provides for certain practical expedients that companies can elect to apply for purposes of adoption and implementation of the new standard. The practical expedients utilized by the Partnership are as follows: 1) no reassessment of whether existing contracts contain a lease, 2) no reassessment of the classification of existing leases, 3) no reassessment of initial direct costs for existing leases, 4) exclusion of leases with terms of 12 months or less from evaluation, 5) use of the portfolio approach to determine discount rates, 6) election to not separate non-lease components from lease components in existing lease agreements, and 7) election to not apply the use of hindsight to the active lease population. The cumulative effect of the changes made to our consolidated January 1, 2019 balance sheet for the adoption of ASU No. 2016-02 was as follows: Classification Balance at December 31, 2018 Adjustments Due to Topic 842 Balance at January 1, 2019 (in millions) Assets Property and equipment, net $ 1,546 $ (1 ) $ 1,545 Lease right-of-use assets — 548 548 Liabilities Accrued expenses and other current liabilities 299 (1 ) 298 Current maturities of long term debt 5 1 6 Operating lease current liabilities — 25 25 Long term debt, net 2,280 6 2,286 Operating lease non-current liabilities — 528 528 Other non-current liabilities 123 (12 ) 111 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | The cumulative effect of the changes made to our consolidated January 1, 2019 balance sheet for the adoption of ASU No. 2016-02 was as follows: Classification Balance at December 31, 2018 Adjustments Due to Topic 842 Balance at January 1, 2019 (in millions) Assets Property and equipment, net $ 1,546 $ (1 ) $ 1,545 Lease right-of-use assets — 548 548 Liabilities Accrued expenses and other current liabilities 299 (1 ) 298 Current maturities of long term debt 5 1 6 Operating lease current liabilities — 25 25 Long term debt, net 2,280 6 2,286 Operating lease non-current liabilities — 528 528 Other non-current liabilities 123 (12 ) 111 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations [Abstract] | |
schedule of operation results associated with discontinued operations [Table Text Block] | The results of operations associated with discontinued operations are presented in the following table: Three Months Ended March 31, 2019 2018 (in millions) Revenues: Motor fuel sales $ — $ 256 Non motor fuel sales (1) — 93 Total revenues — 349 Cost of sales and operating expenses: Cost of sales — 305 General and administrative — 2 Other operating — 57 Lease expense — 4 Loss on disposal of assets — 23 Total cost of sales and operating expenses — 391 Operating loss — (42 ) Interest expense, net — 2 Loss on extinguishment of debt — 20 Loss from discontinued operations before income taxes — (64 ) Income tax expense — 173 Loss from discontinued operations, net of income taxes $ — $ (237 ) ________________________________ (1) Non motor fuel sales includes merchandise sales totaling $89 million for the three months ended March 31, 2018 . |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net, consisted of the following: March 31, December 31, (in millions) Accounts receivable, trade $ 350 $ 299 Credit card receivables 117 49 Vendor receivables for rebates, branding, and other 1 1 Other receivables 24 27 Allowance for doubtful accounts (2 ) (2 ) Accounts receivable, net $ 490 $ 374 |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories, net, consisted of the following: March 31, December 31, (in millions) Fuel $ 380 $ 363 Other 12 11 Inventories, net $ 392 $ 374 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Current accrued expenses and other current liabilities consisted of the following: March 31, December 31, (in millions) Wage and other employee-related accrued expenses $ 20 $ 41 Accrued tax expense 67 91 Accrued insurance 35 31 Accrued interest expense 23 47 Dealer deposits 18 18 Accrued environmental expense 6 6 Other 56 65 Total $ 225 $ 299 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: March 31, December 31, (in millions) Sale leaseback financing obligation $ 106 $ 107 2018 Revolver 150 700 4.875% Senior Notes Due 2023 1,000 1,000 5.500% Senior Notes Due 2026 800 800 6.000% Senior Notes Due 2027 600 — 5.875% Senior Notes Due 2028 400 400 Other 7 1 Total debt 3,063 3,008 Less: current maturities 6 5 Less: debt issuance costs 28 23 Long-term debt, net of current maturities $ 3,029 $ 2,980 |
Other noncurrent liabilities (T
Other noncurrent liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Change of asset retirement obligations [Abstract] | |
Other Noncurrent Liabilities [Table Text Block] | March 31, December 31, 2018 (in millions) Reserve for underground storage tank removal $ 66 $ 54 Reserve for environmental remediation 28 29 Unfavorable lease liability 15 16 Accrued straight-line rent — 12 Other 11 12 Total $ 120 $ 123 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table depicts the disaggregation of revenue by channel within each segment: Three Months Ended March 31, 2019 2018 (in millions) Fuel Distribution and Marketing Segment Dealer $ 778 $ 800 Distributor 1,639 1,623 Unbranded wholesale 650 562 Commission agent 375 121 Non motor fuel sales 19 14 Lease income 32 19 Total 3,493 3,139 All Other Segment Motor fuel 141 445 Non motor fuel sales 55 162 Lease income 3 3 Total 199 610 Total revenue $ 3,692 $ 3,749 |
Contract with Customer, Asset and Liability [Table Text Block] | The balances of the Partnership’s contract assets and contract liabilities as of March 31, 2019 and December 31, 2018 are as follows: March 31, 2019 December 31, 2018 (in millions) Contract balances Contract asset $ 84 $ 75 Accounts receivable from contracts with customers $ 467 $ 348 Contract liability $ 1 $ 1 The amount of revenue recognized in the three months ended March 31, 2019 and 2018 that was included in the contract liability balance at the beginning of the each period was $0.1 million and $0.1 million , respectively. This amount of revenue is a result of changes in the transaction price of the Partnership’s contracts with customers. The difference in the opening and closing balances of the contract asset and contract liability primarily results from the timing difference between the Partnership’s performance and the customer’s payment. |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Rent Expense | expense consisted of the following: Lease cost Classification Three Months Ended March 31, 2019 (in millions) Operating lease cost Lease expense $ 12 Finance lease cost Amortization of leased assets Depreciation, amortization, and accretion — Interest on lease liabilities Interest expense — Short term lease cost Lease expense 1 Variable lease cost Lease expense 1 Sublease income Lease income (10 ) Net lease cost $ 4 Lease Term and Discount Rate March 31, 2019 Weighted-average remaining lease term (years) Operating leases 25 years Finance leases 10 years Weighted-average discount rate (%) Operating leases 6% Finance leases 8% Other information Three Months Ended March 31, 2019 (in millions) (Gain) Loss on sale and leaseback transactions, net $ — Cash paid for amount included in the measurement of lease liabilities Operating cash flows from operating leases $ (12 ) Operating cash flows from finance leases $ — Financing cash flows from finance leases $ — Leased assets obtained in exchange for new finance lease liabilities $ — Leased assets obtained in exchange for new operating lease liabilities $ 8 Maturities of lease liabilities as of March 31, 2019 are as follows: Maturity of lease liabilities Operating leases Finance leases Total (in millions) 2019 (remainder) $ 41 $ 1 $ 42 2020 52 1 53 2021 46 1 47 2022 44 1 45 2023 43 1 44 Thereafter 834 6 840 Total lease payment 1,060 11 1,071 Less: interest 509 4 513 Present value of lease liabilities $ 551 $ 7 $ 558 Lessor Accounting The Partnership leases or subleases a portion of its real estate portfolio to third party companies as a stable source of long-term revenue. Our lessor and sublease portfolio consists mainly of operating leases with convenience store operators. At this time, most lessor agreements contain 5-year terms with renewal options to extend and early termination options based on established terms specific to the individual agreement. Three Months Ended March 31, 2019 (in millions) Fuel Distribution & Marketing lease income $ 32 All Other lease income 3 Total lease income $ 35 Minimum future lease payments receivable are as follows: March 31, 2019 (in millions) 2019 (remainder) $ 68 2020 72 2021 59 2022 53 2023 3 Thereafter 5 Total undiscounted cash flow $ 260 |
Interest Expense, net (Tables)
Interest Expense, net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Interest Income (Expense), Net [Abstract] | |
Schedule of Interest Expense Net | nterest expense were as follows: Three Months Ended March 31, 2019 2018 (in millions) Interest expense $ 42 $ 34 Amortization of deferred financing fees 1 2 Interest income (1 ) (2 ) Interest expense, net $ 42 $ 34 |
Income Tax Expense (Tables)
Income Tax Expense (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense from continuing operations at the U.S. federal statutory rate of 21% to net income tax expense (benefit) is as follows: Three Months Ended March 31, 2019 2018 (in million) Income tax expense (benefit) at statutory federal rate $ 22 $ (10 ) Partnership earnings not subject to tax (26 ) 9 Statutory tax rate changes — 29 Other 2 3 Net income tax expense (benefit) $ (2 ) $ 31 |
Partners' Capital (Tables)
Partners' Capital (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Partners' Capital [Abstract] | |
Schedule of Common Units | common units for the three months ended March 31, 2019 is as follows: Number of Units Number of common units at December 31, 2018 82,665,057 Phantom unit vesting 60,145 Number of common units at March 31, 2019 82,725,202 |
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): Three Months Ended March 31, 2019 2018 Attributable to Common Units Distributions (a) $ 68 $ 68 Distributions in excess of net income 21 (404 ) Limited partners' interest in net income (loss) $ 89 $ (336 ) (a) Distributions declared per unit to unitholders as of record date $ 0.8255 $ 0.8255 |
Distributions Made to Limited Partner, by Distribution | ash distributions paid or payable during 2019 were as follows: Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders (in millions, except per unit amounts) May 15, 2019 $ 0.8255 $ 68 $ 18 February 14, 2019 $ 0.8255 $ 68 $ 18 |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Compensation [Abstract] | |
Schedule of Nonvested Share Activity | A summary of our phantom unit award activity is as follows: Number of Phantom Units Weighted-Average Grant Date Fair Value Outstanding at December 31, 2017 1,777,301 $ 31.89 Granted 1,072,600 27.67 Vested (414,472 ) 32.92 Forfeited (311,417 ) 31.26 Outstanding at December 31, 2018 2,124,012 29.15 Granted 35,061 28.79 Vested (89,238 ) 26.14 Forfeited (47,076 ) 29.54 Outstanding at March 31, 2019 2,022,759 $ 28.97 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended March 31, 2019 2018 Fuel Distribution and Marketing All Other Intercompany Eliminations Totals Fuel Distribution and Marketing All Other Intercompany Eliminations Totals (in millions) Revenue Motor fuel sales $ 3,442 $ 141 $ 3,583 $ 3,106 $ 445 $ 3,551 Non motor fuel sales 19 55 74 14 162 176 Lease income 32 3 35 19 3 22 Intersegment sales 364 32 (396 ) — 404 34 (438 ) — Total revenue 3,857 231 (396 ) 3,692 3,543 644 (438 ) 3,749 Gross profit (1) Motor fuel 258 27 285 161 44 205 Non motor fuel 17 33 50 10 59 69 Lease 32 3 35 19 3 22 Total gross profit 307 63 370 190 106 296 Total operating expenses 135 83 218 119 81 200 Operating income 172 (20 ) 152 71 25 96 Interest expense, net 36 6 42 19 15 34 Loss on extinguishment of debt and other (3 ) 6 3 109 — 109 Income (loss) from continuing operations before income taxes 139 (32 ) 107 (57 ) 10 (47 ) Income tax expense (benefit) 2 (4 ) (2 ) 1 30 31 Income (loss) from continuing operations 137 (28 ) 109 (58 ) (20 ) (78 ) Loss from discontinued operations, net of income taxes (See Note 4) — — — — (237 ) (237 ) Net income (loss) and comprehensive income (loss) $ 137 $ (28 ) $ 109 $ (58 ) $ (257 ) $ (315 ) Depreciation, amortization and accretion (2) 34 11 45 28 21 49 Interest expense, net (2) 36 6 42 19 17 36 Income tax expense (benefit) (2) 2 (4 ) (2 ) 1 203 204 EBITDA 209 (15 ) 194 (10 ) (16 ) (26 ) Non-cash compensation expense (2) 3 — 3 — 3 3 Loss on disposal of assets and impairment charges (2) 4 44 48 3 23 26 Loss on extinguishment of debt and other (2) (3 ) 6 3 109 20 129 Unrealized gain on commodity derivatives (2) (6 ) — (6 ) — — — Inventory adjustments (2) (93 ) — (93 ) (25 ) (1 ) (26 ) Other non-cash adjustments 4 — 4 3 — 3 Adjusted EBITDA $ 118 $ 35 $ 153 $ 80 $ 29 $ 109 Capital expenditures (2) $ 20 $ 6 $ 26 $ 12 $ 7 $ 19 Total assets at period end $ 4,101 $ 1,322 $ 5,423 $ 3,878 $ 1,001 $ 4,879 ________________________________ (1) Excludes deprecation, amortization and accretion. (2) Includes amounts from discontinued operations for the three months ended March 31, 2018. |
Net Income per Unit (Tables)
Net Income per Unit (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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: Three Months Ended March 31, 2019 2018 (in millions, except units and per unit amounts) Income (loss) from continuing operations $ 109 $ (78 ) Less: Distributions on Series A Preferred units — 2 Incentive distribution rights 18 18 Distributions on nonvested phantom unit awards 2 1 Limited partners ’ interest in net income (loss) from continuing operations $ 89 $ (99 ) Loss from discontinued operations $ — $ (237 ) Weighted average limited partner units outstanding: Common - basic 82,711,188 89,753,950 Common - equivalents 668,979 517,801 Common - diluted 83,380,167 90,271,751 Income (loss) from continuing operations per limited partner unit: Common - basic $ 1.08 $ (1.11 ) Common - diluted $ 1.07 $ (1.11 ) Loss from discontinued operations per limited partner unit: Common - basic $ 0.00 $ (2.63 ) Common - diluted $ 0.00 $ (2.63 ) |
Organization and Principles o_3
Organization and Principles of Consolidation - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2019statestoresegment | Jan. 18, 2017store | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Number of Stores | store | 51 | 97 |
Percentage of membership interest acquired | 100.00% | |
Number of operating segments | segment | 2 | |
Sunoco LLC [Member] | Minimum [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Number of states in which entity operates (more than) | 30 | |
Motor Fuels [Member] | Minimum [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Number of states in which entity operates (more than) | 30 | |
Parent Company [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Percentage of membership interest acquired | 28.70% | |
Parent Company [Member] | Common Units [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Percentage of membership interest acquired | 34.40% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Motor fuel and sales taxes | $ 94 | $ 53 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies Cumulative Effect of Changes due to Adoption of ASU 2016-02 (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Lease right-of-use assets, net | $ 542 | $ 548 | $ 0 |
Property and equipment, net | (1,462) | (1,545) | (1,546) |
Accrued expenses and other current liabilities | (225) | (298) | (299) |
Current maturities of long-term debt | 6 | 6 | 5 |
Other noncurrent assets | 155 | 161 | |
Other noncurrent liabilities | 120 | 111 | 123 |
Operating Lease, Liability, Current | 24 | 25 | 0 |
Long-term debt, net | 2,879 | 2,286 | 2,280 |
Operating Lease, Liability, Noncurrent | $ 527 | 528 | $ 0 |
Accounting Standards Update 2016-02 [Member] | |||
Lease right-of-use assets, net | 548 | ||
Property and equipment, net | (1) | ||
Accrued expenses and other current liabilities | (1) | ||
Current maturities of long-term debt | 1 | ||
Other noncurrent liabilities | (12) | ||
Operating Lease, Liability, Current | 25 | ||
Long-term debt, net | 6 | ||
Operating Lease, Liability, Noncurrent | $ 528 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies Effect of change related to ASU 2016-02 (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
Revenues | $ (3,692) | $ (3,749) | ||
Other operating | (84) | (98) | ||
Depreciation, amortization and accretion | (45) | (49) | ||
Other current assets | 75 | $ 64 | ||
Property and equipment, net | 1,462 | $ 1,545 | 1,546 | |
Other noncurrent assets | 155 | 161 | ||
Other noncurrent liabilities | 120 | $ 111 | 123 | |
Rental and Other [Member] | ||||
Revenues | (35) | $ (22) | ||
Common Units | ||||
Total partners' capital | $ 809 | $ 784 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Millions | 3 Months Ended | |||
Mar. 31, 2019USD ($)storeshares | Mar. 31, 2018USD ($) | Dec. 31, 2018shares | Jan. 18, 2017store | |
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | $ 5 | $ 0 | ||
Percentage of membership interest acquired | 100.00% | |||
Revenues | $ 3,692 | 3,749 | ||
Net income (loss) | $ 109 | $ (315) | ||
Number of Stores | store | 51 | 97 | ||
Common Units [Member] | ||||
Business Acquisition [Line Items] | ||||
Limited partners' capital account, units issued (in shares) | shares | 82,725,202 | 82,665,057 | ||
Speedway LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | $ 5 |
Acquisitions (Recognized Identi
Acquisitions (Recognized Identified Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,560 | $ 1,559 |
Discontinued Operations Narrati
Discontinued Operations Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019USD ($)store | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Jan. 18, 2017store | ||
Business Combination, Consideration Transferred | $ 3,200 | |||||
Revenues | $ 3,692 | $ 3,749 | ||||
Number of Stores | store | 51 | 97 | ||||
Goodwill | $ 1,560 | $ 1,559 | ||||
Non-cash unit based compensation expense | 3 | 3 | ||||
Loss on disposal of assets and impairment charges | $ 48 | 3 | ||||
Store under Contract [Member] | ||||||
Number of Stores | store | 1 | |||||
Store sales to 7-Eleven [Domain] | ||||||
Number of Stores | store | 32 | |||||
Store Sold to Other Entities [Domain] | ||||||
Number of Stores | store | 9 | |||||
Store on Market [Domain] | ||||||
Number of Stores | store | 4 | |||||
Store sales to 7-Eleven [Domain] | ||||||
Revenues | 199 | |||||
Payments to Suppliers | $ 782 | 612 | ||||
Discontinued Operations [Member] | ||||||
Non-cash unit based compensation expense | [1] | 3 | 3 | |||
Loss on disposal of assets and impairment charges | [1] | $ 48 | $ 26 | |||
[1] | (1)Excludes deprecation, amortization and accretion.(2)Includes amounts from discontinued operations for the three months ended March 31, 2018. |
Discontinued Operations Balance
Discontinued Operations Balance Sheet Amounts of Discontinued Operations (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Inventories, net | $ 392 | $ 374 | |
Other current assets | 75 | 64 | |
Capital Lease Obligations | 7 | 1 | |
Property and equipment, net | 1,462 | $ 1,545 | 1,546 |
Goodwill | 1,560 | 1,559 | |
Other noncurrent assets | 155 | 161 | |
Other noncurrent liabilities | $ 120 | $ 111 | $ 123 |
Discontinued Operations Income
Discontinued Operations Income Statement Data for Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Revenue | $ 0 | $ 349 | |
Revenues | 3,692 | 3,749 | |
Cost of Revenue | 3,322 | 3,453 | |
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | 0 | 305 | |
Gross Profit | 370 | 296 | |
General and administrative | 27 | 35 | |
Disposal Group, Including Discontinued Operation, General and Administrative Expense | 0 | 2 | |
Depreciation, amortization and accretion | 45 | 49 | |
Other operating | 84 | 98 | |
Disposal Group, Including Discontinued Operation, Other Expense | 0 | 57 | |
Lease expense | 14 | 15 | |
Disposal Group, Discontinued Operation, Lease Expense | 0 | 4 | |
Loss on disposal of assets and impairment charges | 48 | 3 | |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 0 | (23) | |
Operating Expenses | 218 | 200 | |
Disposal Group, Including Discontinued Operations, Total Costs and Expenses | 0 | 391 | |
Operating Income (Loss) | 152 | 96 | |
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | 0 | (42) | |
Interest expense, net | 42 | 34 | |
Disposal Group, Including Discontinued Operation, Interest Expense | 0 | 2 | |
Loss on extinguishment of debt and other | (3) | (109) | |
Disposal Group, Discontinued Operations, Loss on Extinguishment of Debt | 0 | 20 | |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 0 | (64) | |
Income tax expense (benefit) | (2) | 31 | |
Discontinued Operation, Tax Effect of Discontinued Operation | 0 | 173 | |
Loss from discontinued operations, net of income taxes | 0 | (237) | |
Motor Fuels [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Revenue | 0 | 256 | |
Revenues | 3,583 | 3,551 | |
Gross Profit | 285 | 205 | |
Non Motor Fuel Sales [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Revenue | [1] | 0 | 93 |
Revenues | 74 | 176 | |
Discontinued Operations [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Depreciation, amortization and accretion | [2] | 45 | 49 |
Loss on disposal of assets and impairment charges | [2] | 48 | 26 |
Interest expense, net | [2] | 42 | 36 |
Loss on extinguishment of debt and other | [2] | 3 | 129 |
Income tax expense (benefit) | [2] | $ (2) | 204 |
Discontinued Operations [Member] | Merchandise [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Non motor fuel sales | $ 89 | ||
[1] | Non motor fuel sales includes merchandise sales totaling $89 million for the three months ended March 31, 2018. | ||
[2] | (1)Excludes deprecation, amortization and accretion.(2)Includes amounts from discontinued operations for the three months ended March 31, 2018. |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, trade | $ 350 | $ 299 |
Credit card receivables | 117 | 49 |
Vendor receivables for rebates, branding, and other | 1 | 1 |
Other receivables | 24 | 27 |
Allowance for doubtful accounts | (2) | (2) |
Accounts receivable, net | $ 490 | $ 374 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Energy Related Inventory, Natural Gas in Storage | $ 380 | $ 363 |
Other | 12 | 11 |
Inventories, net | $ 392 | $ 374 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Accrued Expenses And Other Current Liabilities [Abstract] | |||
Wage and other employee-related accrued expenses | $ 20 | $ 41 | |
Accrued tax expense | 67 | 91 | |
Accrued insurance | 35 | 31 | |
Accrued interest expense | 23 | 47 | |
Dealer deposits | 18 | 18 | |
Other | 56 | 65 | |
Total | 225 | $ 298 | 299 |
Accrued Environmental Loss Contingencies, Current | $ 6 | $ 6 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Mar. 11, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Sale leaseback financing obligation | $ 106 | $ 107 | ||
Line of credit | 150 | 700 | ||
Capital Lease Obligations | 7 | 1 | ||
Total debt | 3,063 | 3,008 | ||
Less: current maturities | 6 | $ 6 | 5 | |
Less: debt issuance costs | 28 | 23 | ||
Long-term debt, net of current maturities | 3,029 | 2,980 | ||
Two Thousand Eighteen Revolver [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit | 150 | 700 | ||
Two Thousand Eighteen Revolver [Member] | Revolving Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit | $ 150 | |||
Four Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.85% | |||
Senior Notes | $ 1,000 | 1,000 | ||
Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty Six [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | |||
Senior Notes | $ 800 | 800 | ||
Five Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Eight [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | |||
Senior Notes | $ 600 | 0 | ||
Six Percentage Senior Notes Due Two Thousand Twenty Seven [Member] | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | ||
Senior Notes | $ 400 | $ 400 |
Long-Term Debt 2019 Private Off
Long-Term Debt 2019 Private Offering of Senior Notes (Details) - Six Percentage Senior Notes Due Two Thousand Twenty Seven [Member] - Senior Notes [Member] - USD ($) | Mar. 31, 2019 | Mar. 11, 2019 |
Debt Instrument, Face Amount | $ 600,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% |
Long-Term Debt 2018 Private Off
Long-Term Debt 2018 Private Offering of Senior Notes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2019 | |
Redemption of preferred units | $ (300) | |
Common Unit Repurchase, Cash Consideration | 540 | |
Four Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Three [Member] | Senior Notes [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.85% | |
Five Point Five Zero Zero Percentage Senior Notes Due Two Thousand Twenty Six [Member] | Senior Notes [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | |
Five Point Eight Seven Five Percentage Senior Notes Due Two Thousand Twenty Eight [Member] | Senior Notes [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.875% | |
Series A Preferred Units [Member] | ||
Redemption of preferred units | (300) | |
Common Unit Repurchase, Cash Consideration | $ 0 |
Long-Term Debt (Revolving Credi
Long-Term Debt (Revolving Credit Agreement) (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Revolving line of credit | $ 150 | $ 700 |
Two Thousand Eighteen Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Revolving line of credit | 150 | $ 700 |
Revolving Credit Agreement [Member] | Two Thousand Eighteen Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Revolving line of credit | 150 | |
Letters of Credit Outstanding, Amount | 8 | |
Current borrowing capacity | $ 1,300 |
Long-Term Debt (Sale Leaseback
Long-Term Debt (Sale Leaseback Financing Obligation) (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Sale leaseback financing obligation | $ 106 | $ 107 |
Long-Term Debt Fair Value Measu
Long-Term Debt Fair Value Measurements (Details) $ in Billions | Mar. 31, 2019USD ($) |
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block] | $ 3.1 |
Other noncurrent liabilities _2
Other noncurrent liabilities Other noncurrent liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Other Noncurrent Liabilities [Abstract] | |||
Accrued straight-line rent | $ 0 | $ 12 | |
Reserve for underground storage tank removal | 66 | 54 | |
Reserve for environmental remediation | 28 | 29 | |
Unfavorable lease liability | 15 | 16 | |
Other | 11 | 12 | |
Other Liabilities, Noncurrent | $ 120 | $ 111 | $ 123 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) $ in Millions | 3 Months Ended | |||
Mar. 31, 2019USD ($)agreementstore | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Jan. 18, 2017store | |
Related Party Transaction [Line Items] | ||||
Related products purchase agreements | agreement | 2 | |||
Purchase agreements renewal term | 12 months | |||
Number of Stores | store | 51 | 97 | ||
Advances from affiliates | $ 81 | $ 24 | ||
Repayment of Line of credit | 1,243 | $ 1,179 | ||
Receivables from affiliates | 2 | 37 | ||
Accounts payable to affiliates | 30 | $ 149 | ||
Revenues | 3,692 | 3,749 | ||
Cost of Revenue | $ 3,322 | 3,453 | ||
Philadelphia Energy Solutions Refining and Marketing [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related products purchase agreements | agreement | 1 | |||
Merrill Lynch Commodities [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related products purchase agreements | agreement | 1 | |||
Continuing Operations [Member] | Wholesale motor fuel sales to affiliates [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues | $ 1 | 12 | ||
Affiliated Entity [Member] | Continuing Operations [Member] | Wholesale Motor Fuel [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost of Revenue | $ 171 | $ 777 |
Revenue Disaggregation of reven
Revenue Disaggregation of revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | $ 3,692 | $ 3,749 |
Fuel Distribution and Marketing [Member] | ||
Revenues | 3,493 | 3,139 |
All Other [Member] | ||
Revenues | 199 | 610 |
Wholesale motor fuel sales to third parties [Member] | Fuel Distribution and Marketing [Member] | ||
Revenues | 778 | 800 |
Distributor Revenue [Member] | Fuel Distribution and Marketing [Member] | ||
Revenues | 1,639 | 1,623 |
Unbranded Wholesale Revenue [Member] | Fuel Distribution and Marketing [Member] | ||
Revenues | 650 | 562 |
Commission Agent Revenue [Member] | Fuel Distribution and Marketing [Member] | ||
Revenues | 375 | 121 |
Motor Fuels [Member] | ||
Revenues | 3,583 | 3,551 |
Motor Fuels [Member] | Fuel Distribution and Marketing [Member] | ||
Revenues | 3,442 | 3,106 |
Motor Fuels [Member] | All Other [Member] | ||
Revenues | 141 | 445 |
Leases [Member] | Fuel Distribution and Marketing [Member] | ||
Revenues | 32 | 19 |
Leases [Member] | All Other [Member] | ||
Revenues | 3 | 3 |
Non Motor Fuel Sales [Member] | ||
Revenues | 74 | 176 |
Non Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member] | ||
Revenues | 19 | 14 |
Non Motor Fuel Sales [Member] | All Other [Member] | ||
Revenues | $ 55 | $ 162 |
Revenue Contract Balances with
Revenue Contract Balances with Customers (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Contract Balances with Customers [Abstract] | |||
Contract with Customer, Asset, Net | $ 84 | $ 75 | |
Increase (Decrease) in Accounts Receivable | 116 | $ (90) | |
Receivables from Customers | 467 | 348 | |
Contract with Customer, Liability | 1 | $ 1 | |
Contract with Customer, Liability, Revenue Recognized | $ 0.1 | $ 0.1 |
Revenue Performance Obligations
Revenue Performance Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract with Customer, Liability, Revenue Recognized | $ 0.1 | $ 0.1 | ||||
Subsequent Event [Member] | ||||||
Contract with Customer, Liability, Revenue Recognized | $ 0.3 | $ 0.1 | $ 0.1 | $ 0.2 |
Revenue Costs to Obtain or Fulf
Revenue Costs to Obtain or Fulfill a Contract (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Capitalized Contract Cost, Amortization | $ 4 | $ 3 |
Commitments And Contingencies_2
Commitments And Contingencies (Leases) (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Minimum [Member] | |
Operating Leased Assets [Line Items] | |
Lease term | 5 years |
Maximum [Member] | |
Operating Leased Assets [Line Items] | |
Lease term | 15 years |
Commitments And Contingencies_3
Commitments And Contingencies (Leases, Schedule of Rent Expense) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Operating Lease, Cost | $ 12 |
Short-term Lease, Cost | 1 |
Operating Lease, Expense | 1 |
Sublease Income | (10) |
Lease, Cost | 4 |
Finance lease [Member] | |
Finance Lease, Right-of-Use Asset, Amortization | 0 |
Interest Expense | $ 0 |
Commitments And Contingencies L
Commitments And Contingencies Lease Term and Discount Rate (Details) | Mar. 31, 2019 |
Lessee, Operating Lease, Discount Rate | 5.76% |
Lessee, Finance Lease, Discount Rate | 8.00% |
Finance lease [Member] | |
Finance Lease, Weighted Average Remaining Lease Term | 10 years |
Operating lease [Member] | |
Operating Lease, Weighted Average Remaining Lease Term | 25 years |
Commitments And Contingencies_4
Commitments And Contingencies Lease - Other information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Sale and Leaseback Transaction, Gain (Loss), Net | $ 0 |
Operating Lease, Payments | (12) |
Finance Lease, Interest Payment on Liability | 0 |
Finance Lease, Principal Payments | 0 |
Finance lease [Member] | |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | 0 |
Operating lease [Member] | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 8 |
Commitments And Contingencies M
Commitments And Contingencies Maturity of lease liabilities (Details) $ in Millions | Mar. 31, 2019USD ($) |
Operating, 2019 (remainder) | $ 41 |
Finance, 2019 (remainder) | 1 |
Total, 2019 (remainder) | 42 |
Operating, 2020 | 52 |
Finance, 2020 | 1 |
Total, 2020 | 53 |
Operating, 2021 | 46 |
Finance, 2021 | 1 |
Total, 2021 | 47 |
Operating, 2022 | 44 |
Finance, 2022 | 1 |
Total, 2022 | 45 |
Operating, 2023 | 43 |
Finance, 2023 | 1 |
Total, 2023 | 44 |
Operating, 2024 | 834 |
Finance, 2024 | 6 |
Total, 2024 | 840 |
Operating Lease, Liability, Payments, Due | 1,060 |
Finance Lease, Liability, Payments, Due | 11 |
Lease Liabilities, Due | 1,071 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (509) |
Finance Lease, Liability, Undiscounted Excess Amount | (4) |
Lease Liability, Undiscounted Excess Amount | (513) |
Operating Lease, Liability | 551 |
Finance Lease, Liability | 7 |
Lease, Liabilities | $ 558 |
Commitments And Contingencies_5
Commitments And Contingencies Lessor Accounting - rental income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Lease Income | $ 35 | |
Rental and Other [Member] | ||
Lease Income | 35 | $ 22 |
Fuel Distribution and Marketing [Member] | ||
Lease Income | 32 | |
Fuel Distribution and Marketing [Member] | Rental and Other [Member] | ||
Lease Income | 19 | |
All Other [Member] | ||
Lease Income | $ 3 | |
All Other [Member] | Rental and Other [Member] | ||
Lease Income | $ 3 |
Commitments And Contingencies_6
Commitments And Contingencies Lessor Accounting - lease receivable maturities (Details) $ in Millions | Mar. 31, 2019USD ($) |
2019 (remainder) | $ 68 |
2020 | 72 |
2021 | 59 |
2022 | 53 |
2023 | 3 |
Thereafter | 5 |
Total undiscounted cash flow | $ 260 |
Interest Expense, net (Details)
Interest Expense, net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Interest expense, net | $ 42 | $ 34 |
Continuing Operations [Member] | ||
Amortization of deferred financing fees | 1 | 2 |
Interest Expense, Debt | 42 | 34 |
Interest expense, net | 42 | 34 |
Interest Income, Money Market Deposits | $ 1 | $ 2 |
Income Tax Expense (Details)
Income Tax Expense (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) at statutory federal rate | [1] | $ 22 | $ (10) |
Partnership earnings not subject to tax | (26) | 9 | |
Statutory tax rate changes | 0 | 29 | |
Other | (2) | (3) | |
Net income tax expense (benefit) | $ 2 | $ (31) | |
[1] | Three Months Ended March 31, 2019 2018 (in million)Income tax expense (benefit) at statutory federal rate$22 $(10)Partnership earnings not subject to tax(26) 9Statutory tax rate changes— 29Other2 3Net income tax expense (benefit)$(2) $31 |
Partners' Capital Narrative (De
Partners' Capital Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Schedule of Partners' Capital [Line Items] | ||
Percentage of membership interest acquired | 100.00% | |
Common Units | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 54,261,235 | |
Common Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 82,725,202 | 82,665,057 |
Parent Company [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Percentage of membership interest acquired | 28.70% | |
Parent Company [Member] | Common Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Limited Partners' Capital Account, Units Outstanding | 28,463,967 |
Partners' Capital (Details)
Partners' Capital (Details) | 3 Months Ended |
Mar. 31, 2019shares | |
Schedule of Partners' Capital [Line Items] | |
Percentage of membership interest acquired | 100.00% |
Class C Units [Member] | |
Schedule of Partners' Capital [Line Items] | |
Units exchanged (in shares) | 16,410,780 |
Common Units | |
Schedule of Partners' Capital [Line Items] | |
Limited Partners' Capital Account, Units Outstanding | 54,261,235 |
Parent Company [Member] | |
Schedule of Partners' Capital [Line Items] | |
Percentage of membership interest acquired | 28.70% |
Partners' Capital (Schedule of
Partners' Capital (Schedule of Common Units) (Details) - Common Units [Member] | 3 Months Ended |
Mar. 31, 2019shares | |
Class of Stock [Line Items] | |
Phantom unit vesting (in shares) | 60,145 |
Limited Partners' Capital Account, Units Outstanding | 82,665,057 |
Partners' Capital (Allocations
Partners' Capital (Allocations of Net Income) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Schedule of Partners' Capital [Line Items] | ||
Cash distribution per common unit (in shares) | $ 0.8255 | $ 0.8255 |
Common Units [Member] | ||
Schedule of Partners' Capital [Line Items] | ||
Distributions | $ 68 | $ 68 |
Distributions in excess of income | (21) | 404 |
Limited partners' interest in income from continuing operations | $ 89 | $ (336) |
Partners' Capital (Incentive Di
Partners' Capital (Incentive Distribution Rights) (Details) | 3 Months Ended |
Mar. 31, 2019$ / shares | |
Minimum Quarterly Distribution [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per common unit target amount (in dollars per share) | $ 0.4375 |
First Target Distribution [Member] | Minimum [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per common unit target amount (in dollars per share) | 0.4375 |
First Target Distribution [Member] | Maximum [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per common unit target amount (in dollars per share) | 0.5031250 |
Second Target Distribution [Member] | Minimum [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per common unit target amount (in dollars per share) | 0.503125 |
Second Target Distribution [Member] | Maximum [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per common unit target amount (in dollars per share) | 0.546875 |
Third Target Distribution [Member] | Minimum [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per common unit target amount (in dollars per share) | 0.546875 |
Third Target Distribution [Member] | Maximum [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per common unit target amount (in dollars per share) | 0.656250 |
Distributions Thereafter [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Total quarterly distribution per common unit target amount (in dollars per share) | $ 0.656250 |
Partners' Capital (Cash Distrib
Partners' Capital (Cash Distributions) (Details) - USD ($) $ / shares in Units, $ in Millions | May 15, 2019 | Feb. 14, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Distribution Made To Managing Member Or General Partner [Line Items] | ||||
Per Unit Distribution (in dollars per share) | $ 0.8255 | |||
Total Cash Distribution | $ 68 | $ 87 | $ 121 | |
Distribution to IDR Holders | $ 18 | $ 18 | $ 18 | |
Subsequent Event [Member] | ||||
Distribution Made To Managing Member Or General Partner [Line Items] | ||||
Per Unit Distribution (in dollars per share) | $ 0.8255 | |||
Total Cash Distribution | $ 68 | |||
Distribution to IDR Holders | $ 18 |
Unit-Based Compensation (Detail
Unit-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unit-based compensation | $ 3 | $ 3 |
Unit-Based Compensation (Phanto
Unit-Based Compensation (Phantom Common Unit Awards) - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unit-based compensation | $ 3 | $ 3 |
Unit-Based Compensation (Phan_2
Unit-Based Compensation (Phantom Common Unit Awards) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unit-based compensation | $ 3 | $ 3 |
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) | $ 29.15 | $ 31.89 |
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | 28.79 | 27.67 |
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | 29.54 | 31.26 |
Non-vested at end of period, Weighted Average Grant Date Fair Value (in dollars per share) | 28.97 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 26.14 | $ 32.92 |
Phantom common units [Member] | ||
Nonvested, Number of Shares [Roll Forward] | ||
Non-vested at beginning of period (in shares) | 2,124,012 | 1,777,301 |
Granted (in shares) | 35,061 | 1,072,600 |
Non-vested at end of period (in shares) | 2,022,759 | |
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 89,238 | 414,472 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | (47,076) | (311,417) |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2019storesegment | Jan. 18, 2017store | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | segment | 2 | |
Number of Stores | store | 51 | 97 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | ||
Segment Reporting Information [Line Items] | ||||
Gross Profit | $ 370 | $ 296 | ||
Revenues | 3,692 | 3,749 | ||
Lease Income | 35 | |||
Operating Expenses | 218 | 200 | ||
Operating income | 152 | 96 | ||
Interest expense, net | 42 | 34 | ||
Income (loss) from continuing operations before income taxes | 107 | (47) | ||
Income tax expense (benefit) | (2) | 31 | ||
Income (loss) from continuing operations | 109 | (78) | ||
Loss from discontinued operations, net of income taxes | 0 | (237) | ||
Net income and comprehensive income | 109 | (315) | ||
Depreciation, amortization and accretion | 45 | 49 | ||
Non-cash unit based compensation expense | 3 | 3 | ||
Loss on disposal of assets and impairment charges | 48 | 3 | ||
Adjusted EBITDA | 153 | 109 | ||
Payments to Acquire Property, Plant, and Equipment | 26 | 19 | ||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 109 | (78) | ||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | (237) | ||
Loss on extinguishment of debt and other | 3 | 109 | ||
Other non-cash adjustments | 4 | 3 | ||
Assets | 5,423 | 4,879 | $ 4,879 | |
Fuel Distribution and Marketing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 307 | 190 | ||
Revenues | 3,493 | 3,139 | ||
Lease Income | 32 | |||
Operating Expenses | 135 | 119 | ||
Operating income | 172 | 71 | ||
Interest expense, net | 36 | 19 | ||
Income (loss) from continuing operations before income taxes | 139 | (57) | ||
Income tax expense (benefit) | 2 | 1 | ||
Net income and comprehensive income | 137 | (58) | ||
Adjusted EBITDA | 118 | 80 | ||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 137 | (58) | ||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | ||
Loss on extinguishment of debt and other | (3) | 109 | ||
Other non-cash adjustments | 4 | 3 | ||
Assets | 4,101 | 3,878 | ||
All Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 63 | 106 | ||
Revenues | 199 | 610 | ||
Lease Income | 3 | |||
Operating Expenses | 83 | 81 | ||
Operating income | (20) | 25 | ||
Interest expense, net | 6 | 15 | ||
Income (loss) from continuing operations before income taxes | (32) | 10 | ||
Income tax expense (benefit) | (4) | 30 | ||
Net income and comprehensive income | (28) | (257) | ||
Adjusted EBITDA | 35 | 29 | ||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (28) | (20) | ||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | (237) | ||
Loss on extinguishment of debt and other | 6 | 0 | ||
Other non-cash adjustments | 0 | 0 | ||
Assets | 1,322 | 1,001 | ||
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (396) | (438) | ||
Motor Fuels [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 285 | 205 | ||
Revenues | 3,583 | 3,551 | ||
Motor Fuels [Member] | Fuel Distribution and Marketing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 258 | 161 | ||
Revenues | 3,442 | 3,106 | ||
Motor Fuels [Member] | All Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 27 | 44 | ||
Revenues | 141 | 445 | ||
Rental and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 35 | 22 | ||
Lease Income | 35 | 22 | ||
Rental and Other [Member] | Fuel Distribution and Marketing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Lease Income | 19 | |||
Rental and Other [Member] | All Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Lease Income | 3 | |||
Non Motor Fuel Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 74 | 176 | ||
Non Motor Fuel Sales [Member] | Fuel Distribution and Marketing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 19 | 14 | ||
Non Motor Fuel Sales [Member] | All Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 55 | 162 | ||
Intersegment Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | ||
Intersegment Sales [Member] | Fuel Distribution and Marketing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 364 | 404 | ||
Intersegment Sales [Member] | All Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 32 | 34 | ||
Intersegment Sales [Member] | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (396) | (438) | ||
Leases [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 35 | 22 | ||
Leases [Member] | Fuel Distribution and Marketing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 32 | 19 | ||
Revenues | 32 | 19 | ||
Leases [Member] | All Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 3 | 3 | ||
Revenues | 3 | 3 | ||
Non Motor Fuel [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 50 | 69 | ||
Non Motor Fuel [Member] | Fuel Distribution and Marketing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 17 | 10 | ||
Non Motor Fuel [Member] | All Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 33 | 59 | ||
Including Intercompany [Member] | Fuel Distribution and Marketing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 3,857 | 3,543 | ||
Including Intercompany [Member] | All Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 231 | 644 | ||
Discontinued Operations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Interest expense, net | [1] | 42 | 36 | |
Income tax expense (benefit) | [1] | (2) | 204 | |
Depreciation, amortization and accretion | [1] | 45 | 49 | |
EBITDA | 194 | (26) | ||
Non-cash unit based compensation expense | [1] | 3 | 3 | |
Loss on disposal of assets and impairment charges | [1] | 48 | 26 | |
Unrealized loss on commodity derivatives | [1] | 6 | 0 | |
Payments to Acquire Property, Plant, and Equipment | [1] | 26 | 19 | |
Loss on extinguishment of debt and other | [1] | (3) | (129) | |
Assets, Fair Value Adjustment | [1] | (93) | (26) | |
Discontinued Operations [Member] | Fuel Distribution and Marketing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Interest expense, net | [1] | 36 | 19 | |
Income tax expense (benefit) | [1] | 2 | 1 | |
Depreciation, amortization and accretion | [1] | 34 | 28 | |
EBITDA | 209 | (10) | ||
Non-cash unit based compensation expense | [1] | 3 | 0 | |
Loss on disposal of assets and impairment charges | [1] | 4 | 3 | |
Unrealized loss on commodity derivatives | [1] | 6 | 0 | |
Payments to Acquire Property, Plant, and Equipment | [1] | 20 | 12 | |
Loss on extinguishment of debt and other | [1] | 3 | (109) | |
Assets, Fair Value Adjustment | [1] | (93) | (25) | |
Discontinued Operations [Member] | All Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Interest expense, net | [1] | 6 | 17 | |
Income tax expense (benefit) | [1] | (4) | 203 | |
Depreciation, amortization and accretion | [1] | 11 | 21 | |
EBITDA | (15) | (16) | ||
Non-cash unit based compensation expense | [1] | 0 | 3 | |
Loss on disposal of assets and impairment charges | [1] | 44 | 23 | |
Unrealized loss on commodity derivatives | [1] | 0 | 0 | |
Payments to Acquire Property, Plant, and Equipment | [1] | 6 | 7 | |
Loss on extinguishment of debt and other | [1] | (6) | (20) | |
Assets, Fair Value Adjustment | [1] | 0 | (1) | |
Continuing Operations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Interest expense, net | $ 42 | $ 34 | ||
[1] | (1)Excludes deprecation, amortization and accretion.(2)Includes amounts from discontinued operations for the three months ended March 31, 2018. |
Net Income per Unit (Details)
Net Income per Unit (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 14, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Earnings Per Share Basic [Line Items] | |||
Income (loss) from continuing operations | $ 109 | $ (78) | |
Distribution to preferred unitholder | (2) | ||
Incentive distribution rights | $ 18 | 18 | 18 |
Distributions on nonvested phantom unit awards | 2 | 1 | |
Loss from discontinued operations, net of income taxes | $ 0 | $ (237) | |
Weighted average limited partner units outstanding: | |||
Common - basic (in shares) | 82,711,188 | 89,753,950 | |
Common - diluted (in shares) | 83,380,167 | 90,271,751 | |
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax | $ 1.08 | $ (1.11) | |
Income (Loss) from Continuing Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | 1.07 | (1.11) | |
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic | 0 | (2.63) | |
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Diluted | $ 0 | $ (2.63) | |
Common Units [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Income from continuing operations allocated to limited partners | $ 89 | $ (99) | |
Weighted average limited partner units outstanding: | |||
Common - basic (in shares) | 82,711,188 | 89,753,950 | |
Common - equivalents (in shares) | 668,979 | 517,801 | |
Common - diluted (in shares) | 83,380,167 | 90,271,751 | |
Income (Loss) from Continuing Operations, Per Outstanding Limited Partnership Unit, Basic, Net of Tax | $ 1.08 | $ (1.11) | |
Income (Loss) from Discontinued Operations, Net of Tax, Per Outstanding Limited Partnership Unit, Basic | $ 0 | $ (2.63) | |
Series A Preferred Units [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Distribution to preferred unitholder | $ 0 | $ (2) |
Uncategorized Items - sun-20190
Label | Element | Value |
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | us-gaap_NewAccountingPronouncementOrChangeInAccountingPrincipleCumulativeEffectOfChangeOnEquityOrNetAssets1 | $ (54,000,000) |
Common Units Public [Member] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | us-gaap_NewAccountingPronouncementOrChangeInAccountingPrincipleCumulativeEffectOfChangeOnEquityOrNetAssets1 | (54,000,000) |
Series A Preferred Units [Member] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | us-gaap_NewAccountingPronouncementOrChangeInAccountingPrincipleCumulativeEffectOfChangeOnEquityOrNetAssets1 | $ 0 |