ETC M-A Acquisition 10-K 22 Feb 19 2018 FY Annual report Financial data

Document And Entity Information

Document And Entity Information $ in Millions	12 Months Ended
	Dec. 31, 2018USD ($)shares
Document Information [Line Items]
Entity Registrant Name	ETC M-A Acquisition LLC
Entity Central Index Key	1,752,773
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Dec. 31, 2018
Document Type	10-K
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Common Stock, Shares Outstanding | shares	0
Entity Shell Company	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float | $	$ 0

Balance Sheets

Balance Sheets - USD ($) $ in Millions	Dec. 31, 2018	Dec. 31, 2017
Current assets:
Advances to affiliated companies	$ 87	$ 52
Total current assets	87	52
Investment in unconsolidated affiliate	210	282
Total assets	297	334
Current liabilities:
Accrued and other current liabilities	3	3
Total current liabilities	3	3
Commitments and contingencies
Equity:
Member’s equity	294	331
Total equity	294	331
Total liabilities and equity	$ 297	$ 334

Statements of Operations

Statements of Operations - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
(Loss) income from unconsolidated affiliate	$ (11)	$ 12	$ 7	$ (45)	$ 22	$ 11	$ (27)	$ (2)	$ (37)	$ 4	$ (53)
Net (loss) income	$ (11)	$ 12	$ 7	$ (45)	$ 22	$ 11	$ (27)	$ (2)	$ (37)	$ 4	$ (53)

Statement of Equity

Statement of Equity - USD ($) $ in Millions	Total	ETP [Member]	R&M Atlantic [Member]
Partners' Capital	$ 360
Net Income (Loss) Attributable to Parent	(53)
Partners' Capital Account, Acquisitions	2,297
Partners' Capital Account, Distributions		$ 77	$ 2,200
Partners' Capital	327
Net Income (Loss) Attributable to Parent	4
Partners' Capital	331
Member’s equity	331
Net Income (Loss) Attributable to Parent	(37)
Partners' Capital	294
Member’s equity	$ 294

Statements of Cash Flows

Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net Income (Loss) Attributable to Parent	$ (11)	$ 22	$ (37)	$ 4	$ (53)
Reconciliation of net income to net cash provided by operating activities:
Loss (income) from unconsolidated affiliate	11	(22)	37	(4)	53
Distributions from unconsolidated affiliate			35	35	30
Net cash provided by operating activities			35	35	30
Cash flows from investing activities:
Proceeds from Sunoco Retail Transaction			0	0	2,200
Net cash provided by investing activities			0	0	2,200
Cash flows from financing activities:
Advances to Sunoco, Inc.			(35)	(35)	(30)
R&M and Atlantic Distribution			0	0	(2,200)
Net cash used in financing activities			(35)	(35)	(2,230)
Change in cash and cash equivalents			0	0	0
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	$ 0	$ 0	0	0	0
Non-cash Distribution			$ 0	$ 0	$ (77)

Operations and Organization (No

Operations and Organization (Notes)	12 Months Ended
	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operations and Organization	1. Operations and Organization: ETC M-A Acquisition LLC, a Delaware limited liability company formed in August 2013, (the “Company”) is an indirect wholly-owned subsidiary of Energy Transfer Operating, L.P. (“ETO”). In October 2018, Energy Transfer Equity, L.P. (“ETE”) and Energy Transfer Partners, L.P. (“ETP”) completed a merger of ETP with a wholly-owned subsidiary of ETE in a unit-for-unit exchange. Following the closing of the merger, ETE changed its name to “Energy Transfer LP” and its common units began trading on the New York Stock Exchange under the “ET” ticker symbol on October 19, 2018. In addition, ETP changed its name to “Energy Transfer Operating, L.P.” In connection with the transaction, immediately prior to closing, ETE contributed 2,263,158 Sunoco LP common units to ETP in exchange for 2,874,275 ETP common units, and contributed 100% of the limited liability company interests in Sunoco LP’s general partner, Sunoco GP LLC (“General Partner”), and all of its incentive distribution rights to ETP in exchange for 42,812,389 ETP common units. As a result, following the transaction, ETO directly owns Sunoco LP’s General Partner, all of its incentive distribution rights and approximately 34.4% of its common units, which constitutes a 28.7% limited partner interest in Sunoco LP. Prior to December 2, 2016, the Company’s membership interests were owned 99% by ETP Retail Holdings, LLC (“Retail Holdings”), an indirect wholly-owned subsidiary of ETO, and 1% by another indirect wholly-owned subsidiary of ETO. On December 2, 2016, the 1% membership interest was contributed to Retail Holdings; therefore, the Company is now a direct wholly-owned subsidiary of Retail Holdings. Retail Holdings was formed in May 2014. In June 2014, the equity interests in multiple entities were contributed to Retail Holdings, including (a) the 99% membership interest in the Company and (b) 100% of the membership interests in Sunoco, LLC (“Sunoco LLC”). Sunoco LLC was formed by Sunoco, Inc. (“Sunoco”) in June 2014, at which time Sunoco contributed certain retail assets (the “Contributed Assets”) of its subsidiaries to Sunoco LLC. Pursuant to the contribution agreement, Sunoco contributed substantially all of its wholesale motor fuel distribution business which included: • dealer, distributor and fuel supply agreements, • fuel supply agreements to distribute motor fuel to Sunoco convenience stores and other retail fuel outlets, • real property owned in fee, • leases and subleases under which it was a tenant, and • leases and subleases under which it was a landlord. All of the Contributed Assets were recorded at book value as this transaction was considered to be a reorganization of entities under common control. As discussed above, Sunoco contributed its interest in Sunoco LLC to Retail Holdings in June 2014. Sunoco was acquired by ETP in October 2012. In April 2015, Sunoco LP acquired a 31.58% membership interest and 50.1% voting interest in Sunoco LLC from Retail Holdings (the “Sunoco LLC Transaction”) in exchange for $775 million in cash and 795,482 Sunoco LP common units. Sunoco Retail LLC (“Sunoco Retail”) was formed in December 2015 as an indirect wholly-owned subsidiary of ETO. On March 31, 2016, 100% of the equity interests in Sunoco Retail were contributed to Retail Holdings. Immediately prior to this contribution, Sunoco Retail’s assets included (i) the retail assets and the ethanol plant located in Fulton, NY formerly owned by Sunoco, Inc. (R&M), (ii) the retail assets formerly owned by Atlantic Refining & Marketing Corp; and (iii) 100% of the membership interests in Sunmarks LLC. On March 31, 2016 (effective January 1, 2016), Retail Holdings contributed to Sunoco LP the remaining 68.42% membership interest and 49.9% voting interest in Sunoco LLC and 100% of the membership interest in Sunoco Retail for $2.2 billion in cash (including working capital) and the issuance to Retail Holdings of 5,710,922 Sunoco LP common units (the “Sunoco Retail Transaction”). Concurrently with the execution of the transaction, Retail Holdings distributed the $2.2 billion in cash to Sunoco, Inc. (R&M) and Atlantic Refining & Marketing Corp in the amount of $2 billion and $0.2 billion , respectively (the “R&M and Atlantic Distribution”). In connection with the Sunoco LLC Transaction and the Sunoco Retail Transaction, Retail Holdings entered into guarantees of collection on an aggregate $1.6 billion of senior notes issued by Sunoco LP (the “Guarantees”). On December 2, 2016, Retail Holdings contributed to the Company 6,506,404 Sunoco LP common units (consisting of 795,482 Sunoco LP common units received in the Sunoco LLC Transaction and 5,710,922 Sunoco LP common units received in the Sunoco Retail Transaction) and assigned to the Company the Guarantees. On January 23, 2018, Sunoco LP redeemed the guaranteed senior notes and issued an aggregate $2.2 billion of senior notes for which the Company has guaranteed collection of principal amounts. See Note 4 for additional details.

Summary of Significant Accounti

Summary of Significant Accounting Policies (Notes)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	2. Summary of Significant Accounting Policies: Basis of Presentation The financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”). For purposes of these financial statements, the aggregate total of 10,489,944 Sunoco LP common units are presented as the investment in unconsolidated affiliate held by the Company. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Cash The Company considers cash and cash equivalents to include investments with original maturities of three months or less. Investment in Unconsolidated Affiliate The Company owns an interest in Sunoco LP which is accounted for by the equity method for which the Company exercises significant influence over, but does not control, the investee’s operating and financial policies. Income Taxes As a limited liability company, the Company is treated as a disregarded entity for federal income tax purposes; therefore, the Company’s financial statements do not reflect income taxes. Fair Value of Financial Instruments The carrying amounts recorded for advances to affiliated companies and accrued and other current liabilities in the financial statements approximate fair value because of the short-term maturity of the instruments. Summary of Significant Accounting Policies: Basis of Presentation The financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”). For purposes of these financial statements, the aggregate total of 10,489,944 Sunoco LP common units are presented as the investment in unconsolidated affiliate held by the Company. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Cash The Company considers cash and cash equivalents to include investments with original maturities of three months or less. Investment in Unconsolidated Affiliate The Company owns an interest in Sunoco LP which is accounted for by the equity method for which the Company exercises significant influence over, but does not control, the investee’s operating and financial policies. Income Taxes As a limited liability company, the Company is treated as a disregarded entity for federal income tax purposes; therefore, the Company’s financial statements do not reflect income taxes. Fair Value of Financial Instruments The carrying amounts recorded for advances to affiliated companies and accrued and other current liabilities in the financial statements approximate fair value because of the short-term maturity of the instruments.

Investment in Unconsolidated Af

Investment in Unconsolidated Affiliate Investment in Unconsolidated Affiliate (Notes)	12 Months Ended
	Dec. 31, 2018
Schedule of Equity Method Investments [Line Items]
Equity Method Investments and Joint Ventures Disclosure [Text Block]	3. Investment in Unconsolidated Affiliate: Sunoco LP At December 31, 2018, the Company’s investment in Sunoco LP consisted of 10,489,944 Sunoco LP common units that were issued to the Company as part of the consideration for various transactions. The Company’s investment represented approximately 13% of the total outstanding Sunoco LP common units at December 31, 2018. The Company’s investment in Sunoco LP is accounted for in our financial statements using the equity method, because the Company is presumed to have significant influence over Sunoco LP due to the affiliate relationship resulting from both entities being under the common control of Energy Transfer Operating, L.P. The loss from the unconsolidated affiliate of $37 million on the Company’s statement of operations for the year ended December 31, 2018 includes the impact of non-cash impairments and loss on extinguishment of debt recorded by Sunoco LP, which impacted the Company’s loss from unconsolidated affiliates by $4 million during the period. The income from the unconsolidated affiliate of $4 million on the Company’s statement of operations for the year ended December 31, 2017 includes the impact of non-cash impairments recorded by Sunoco LP, which reduced the Company’s income from unconsolidated affiliates by $42.5 million during the period. The loss from the unconsolidated affiliate of $53 million on the Company’s statement of operations for the year ended December 31, 2016 includes the impact of non-cash impairments recorded by Sunoco LP, which impacted the Company’s loss from unconsolidated affiliates by $67 million during the period.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2018
Loss Contingencies [Line Items]
Commitments Contingencies and Guarantees [Text Block]	Commitments and Contingencies: ETC M-A Acquisition LLC Guarantee of Sunoco LP Notes On January 23, 2018, Sunoco LP redeemed its previously guaranteed senior notes and issued the following senior notes, for which the Company has guaranteed collection with respect to the payment of principal amounts: • $1 billion of 4.875% senior notes due 2023; • $800 million of 5.50% senior notes due 2026; and • $400 million of 5.875% senior notes due 2028. Under the guarantee of collection, the Company would have the obligation to pay the principal of each series of notes once all remedies, including in the context of bankruptcy proceedings, have first been fully exhausted against Sunoco LP with respect to such payment obligation, and holders of the notes are still owed amounts in respect of the principal of such notes. The Company will not otherwise be subject to the covenants of the indenture governing the notes. In connection with the issuance of the Notes, Sunoco LP entered into a registration rights agreement with the initial purchasers pursuant to which it agreed to complete an offer to exchange the Notes for an issue of registered notes with terms substantively identical to each series of Notes and evidencing the same indebtedness as the Notes on or before January 23, 2019. The exchange offer was completed on December 3, 2018.

Quarterly Financial Data (Notes

Quarterly Financial Data (Notes)	12 Months Ended
	Dec. 31, 2018
Quarterly Financial Data [Abstract]
Quarterly Financial Information [Text Block]	Quarterly Financial Data (unaudited): The following table provides certain quarterly financial information for the periods presented: 2018 2017 4th 3rd 2nd 1st 4th 3rd 2nd 1st (Loss) income from unconsolidated affiliate $ (11 ) $ 12 $ 7 $ (45 ) $ 22 $ 11 $ (27 ) $ (2 ) Net (loss) income (11 ) 12 7 (45 ) 22 11 (27 ) (2 )

Summary of Significant Accoun_2

Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies [Text Block]	Basis of Presentation The financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”). For purposes of these financial statements, the aggregate total of 10,489,944 Sunoco LP common units are presented as the investment in unconsolidated affiliate held by the Company.
Use of Estimates, Policy [Policy Text Block]	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Cash and Cash Equivalents, Policy [Policy Text Block]	Cash The Company considers cash and cash equivalents to include investments with original maturities of three months or less.
Equity Method Investments [Policy Text Block]	Investment in Unconsolidated Affiliate The Company owns an interest in Sunoco LP which is accounted for by the equity method for which the Company exercises significant influence over, but does not control, the investee’s operating and financial policies.
Income Tax, Policy [Policy Text Block]	Income Taxes As a limited liability company, the Company is treated as a disregarded entity for federal income tax purposes; therefore, the Company’s financial statements do not reflect income taxes.
Fair Value of Financial Instruments, Policy [Policy Text Block]	Fair Value of Financial Instruments The carrying amounts recorded for advances to affiliated companies and accrued and other current liabilities in the financial statements approximate fair value because of the short-term maturity of the instruments.

Quarterly Financial Data (Table

Quarterly Financial Data (Tables)	12 Months Ended
	Dec. 31, 2018
Quarterly Financial Data [Abstract]
Quarterly Financial Information [Table Text Block]	The following table provides certain quarterly financial information for the periods presented: 2018 2017 4th 3rd 2nd 1st 4th 3rd 2nd 1st (Loss) income from unconsolidated affiliate $ (11 ) $ 12 $ 7 $ (45 ) $ 22 $ 11 $ (27 ) $ (2 ) Net (loss) income (11 ) 12 7 (45 ) 22 11 (27 ) (2 )

Operations and Organization (De

Operations and Organization (Details) - USD ($) $ in Millions	Dec. 02, 2016	Jan. 31, 2018	Apr. 30, 2015	Dec. 31, 2018	Mar. 31, 2016	Jun. 30, 2014	Dec. 31, 2016
Description of the Business
Distribution Made to Limited Partner, Cash Distributions Paid					$ 2,200
Guarantor Obligations, Maximum Exposure, Undiscounted							$ 1,600
Early Repayment of Senior Debt		$ 2,200
ETP Retail Holdings [Member]
Description of the Business
Limited partnership interest	99.00%					99.00%
Wholly-Owned Subsidiary [Member]
Description of the Business
Limited partnership interest	1.00%
Sunoco, LLC [Member]
Description of the Business
Limited partnership interest						100.00%
Sunoco, Inc. (R&M) [Member]
Description of the Business
Distribution Made to Limited Partner, Cash Distributions Paid					2,000
Atlantic Refining and Marketing Corp [Member]
Description of the Business
Distribution Made to Limited Partner, Cash Distributions Paid					$ 200
Sunmarks [Member]
Description of the Business
Limited partnership interest					100.00%
ETE & ETP Merger [Member] | Energy Transfer Partners Limited Partnership [Member]
Description of the Business
Partners' Capital Account, Units, Contributed				2,874,275
Partners' Capital Account, Units, Converted				42,812,389
Limited partnership interest				28.70%
ETE & ETP Merger [Member] | Sunoco LP [Member]
Description of the Business
Partners' Capital Account, Units, Contributed				2,263,158
Retail Transaction [Member] | Sunoco, LLC [Member]
Description of the Business
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest					68.42%
Retail Transaction [Member] | Sunoco Retail [Member]
Description of the Business
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest					100.00%
Retail Transaction [Member] | Sunoco LP [Member]
Description of the Business
Sale of Stock, Number of Shares Issued in Transaction					5,710,922
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares							5,710,922
Sunoco LLC Transaction [Member]
Description of the Business
Business Acquisition, Percentage of Voting Interests Acquired			50.10%		49.90%
Payments to Acquire Businesses, Gross			$ 775
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage			31.58%
Sunoco LLC Transaction [Member] | Sunoco LP [Member]
Description of the Business
Sale of Stock, Number of Shares Issued in Transaction			795,482
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares							795,482
ETC M-A Contribution [Member] | Sunoco LP [Member]
Description of the Business
Sale of Stock, Number of Shares Issued in Transaction							6,506,404
Common Units [Member] | ETE & ETP Merger [Member] | Energy Transfer Partners Limited Partnership [Member]
Description of the Business
Limited partnership interest				34.40%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	Dec. 31, 2018shares
Sunoco LP [Member]
Investments in and Advances to Affiliates, Balance, Shares	10,489,944

Investment in Unconsolidated _2

Investment in Unconsolidated Affiliate Investment in Unconsolidated Affiliate - Narrative (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Schedule of Equity Method Investments [Line Items]
Income (Loss) from Equity Method Investments	$ 11	$ (12)	$ (7)	$ 45	$ (22)	$ (11)	$ 27	$ 2	$ 37	$ (4)	$ 53
Equity Method Investment, Other than Temporary Impairment									$ 4	$ 42.5	$ 67
Equity Method Investment, Ownership Percentage	13.00%								13.00%

Commitment and Contingenices (N

Commitment and Contingenices (Narrative) (Details) $ in Millions	Dec. 31, 2018USD ($)
4.875% Senior Notes due 2023 [Member]
Loss Contingencies
Senior Notes	$ 1,000
Debt Instrument, Interest Rate, Stated Percentage	4.875%
5.5% Senior Notes due 2026 [Member]
Loss Contingencies
Senior Notes	$ 800
Debt Instrument, Interest Rate, Stated Percentage	5.50%
5.875% Senior Notes due 2028 [Member]
Loss Contingencies
Senior Notes	$ 400
Debt Instrument, Interest Rate, Stated Percentage	5.875%

Quarterly Financial Data (Detai

Quarterly Financial Data (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Quarterly Financial Data [Abstract]
Income (Loss) from Equity Method Investments	$ (11)	$ 12	$ 7	$ (45)	$ 22	$ 11	$ (27)	$ (2)	$ (37)	$ 4	$ (53)
Net Income (Loss) Attributable to Parent	$ (11)	$ 12	$ 7	$ (45)	$ 22	$ 11	$ (27)	$ (2)	$ (37)	$ 4	$ (53)

Uncategorized Items - sun-20181

Label	Element	Value
Cash and Cash Equivalents, at Carrying Value	us-gaap_CashAndCashEquivalentsAtCarryingValue	$ 0