☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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30-0740483
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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Name of each exchange on which registered
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Common Units Representing Limited Partner Interests
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New York Stock Exchange (NYSE)
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Large accelerated filer ☒
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Accelerated filer
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☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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Item 1.
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Business
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•
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Susser Petroleum Operating Company LLC (“SPOC”), a Delaware limited liability company, distributes motor fuel, propane and lubricating oils to Stripes’ retail locations, consignment locations, and third party customers in Texas, New Mexico, Oklahoma, Louisiana, and Kansas.
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•
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Sunoco LLC, a Delaware limited liability company, primarily distributes motor fuel across more than 26 states throughout the East Coast, Midwest, and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama and the Greater Dallas, TX metroplex.
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•
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Southside Oil, LLC, a Virginia limited liability company, distributes motor fuel primarily in Virginia, Maryland, Tennessee, and Georgia.
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Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands.
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Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.
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Susser Holdings Corporation ("Susser"), a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, and Oklahoma through Stripes-branded convenience stores.
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Sunoco Retail, a Pennsylvania limited liability company, owns and operates convenience stores that sell motor fuel and merchandise primarily in Pennsylvania, New York, and Florida.
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MACS Retail LLC (“MACS Retail”), a Virginia limited liability company, owns and operates convenience stores in Virginia, Maryland, and Tennessee.
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Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates convenience stores on the Hawaiian Islands.
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Philadelphia Energy Solutions Products Purchase Agreements –
two
related products purchase agreements,
one
with Philadelphia Energy Solutions Refining & Marketing (“PES”) and
one
with PES’s product financier Merrill Lynch Commodities; both purchase agreements contain
12
-month terms that automatically renew for consecutive
12
-month terms until either party cancels with notice. ETP Retail owns a noncontrolling interest in the parent of PES.
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SXL Transportation and Terminalling Contracts – various agreements with subsidiaries of SXL for pipeline, terminalling and storage services. SXL is a consolidated subsidiary of ETP. We also have agreements with subsidiaries of SXL for the purchase and sale of fuel.
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1,345
company-operated convenience stores and fuel outlets;
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165
independently operated consignment locations where we sell motor fuel under consignment arrangements to retail customers;
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5,550
convenience stores and retail fuel outlets operated by independent operators, which we refer to as “dealers” or “distributors,” pursuant to long-term distribution agreements; and
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2,130
other commercial customers, including unbranded convenience stores, other fuel distributors, school districts and municipalities and other industrial customers.
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Owned
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Leased
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Wholesale dealer and consignment sites
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491
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221
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Company-operated convenience stores
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856
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491
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Warehouses, offices and other
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91
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75
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Total
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1,438
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787
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requiring remedial action to mitigate releases of hydrocarbons, hazardous substances or wastes caused by our operations or attributable to former operators;
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requiring capital expenditures to comply with environmental control requirements; and
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enjoining the operations of facilities deemed to be in noncompliance with environmental laws and regulations.
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Item 1A.
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Risk Factors
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demand for motor fuel in the markets we serve, including seasonal fluctuations in demand for motor fuel;
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competition from other companies that sell motor fuel products or have convenience stores in our market areas;
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regulatory action affecting the supply of or demand for motor fuel, our operations, our existing contracts or our operating costs;
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prevailing economic conditions; and
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volatility of margins for motor fuel.
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the level and timing of capital expenditures we make;
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the cost of acquisitions, if any;
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our debt service requirements and other liabilities;
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fluctuations in our general working capital needs;
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reimbursements made to our general partner and its affiliates for all direct and indirect expenses they incur on our behalf pursuant to the partnership agreement;
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our ability to borrow funds at favorable interest rates and access capital markets;
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restrictions contained in debt agreements to which we are a party;
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the level of costs related to litigation and regulatory compliance matters; and
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the amount of cash reserves established by our general partner in its discretion for the proper conduct of our business.
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a general or prolonged decline in, or shocks to, regional or broader macro-economies;
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regulatory changes that could impact the markets in which we operate, such as immigration or trade reform laws or regulations prohibiting or limiting hydraulic fracturing, which could reduce demand for our goods and services or lead to pricing, currency, or other pressures; and
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deflationary economic pressures, which could hinder our ability to operate profitably in view of the challenges inherent in making corresponding deflationary adjustments to our cost structure.
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our inability to renew a ground lease for certain of our fuel storage terminals on similar terms or at all;
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our dependence on third parties to supply our fuel storage terminals;
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outages at our fuel storage terminals or interrupted operations due to weather-related or other natural causes;
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the threat that the nation’s terminal infrastructure may be a future target of terrorist organizations;
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the volatility in the prices of the products stored at our fuel storage terminals and the resulting fluctuations in demand for our storage services;
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the effects of a sustained recession or other adverse economic conditions;
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the possibility of federal and/or state regulations that may discourage our customers from storing gasoline, diesel fuel, ethanol and jet fuel at our fuel storage terminals or reduce the demand by consumers for petroleum products;
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competition from other fuel storage terminals that are able to supply our customers with comparable storage capacity at lower prices; and
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climate change legislation or regulations that restrict emissions of GHGs could result in increased operating and capital costs and reduced demand for our storage services.
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A devaluation of the Mexican peso could negatively affect the exchange rate between the peso and the U.S. dollar, which would result in reduced purchasing power in the U.S. on the part of our customers who are citizens of Mexico;
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The imposition of tighter restrictions by the U.S. government on the ability of citizens of Mexico to cross the border into the United States, or the imposition of tariffs upon Mexican goods entering the United States or other restrictions upon Mexican-borne commerce, could reduce revenues attributable to our convenience stores regularly frequented by citizens of Mexico;
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Future subsidies for motor fuel by the Mexican government could lead to wholesale cost and retail pricing differentials between the U.S. and Mexico that could divert fuel customer traffic to Mexican fuel retailers; and
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The escalation of drug-related violence along the border could deter tourist and other border traffic, which could likely cause a decline in sales revenues at these locations.
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competition in targeted market areas;
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difficulties during the acquisition process in discovering some of the liabilities of the businesses that we acquire;
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the inability to identify and acquire suitable sites or to negotiate acceptable leases for such sites;
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difficulties associated with the growth of our existing financial controls, information systems, management resources and human resources needed to support our future growth;
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difficulties with hiring, training and retaining skilled personnel, including store managers;
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difficulties in adapting distribution and other operational and management systems to an expanded network of stores;
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the potential inability to obtain adequate financing to fund our expansion;
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limitations on capital expenditures or debt levels contained in our revolving credit facility;
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difficulties in obtaining governmental and other third-party consents, permits and licenses needed to operate additional stores;
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difficulties in obtaining the cost savings and financial improvements we anticipate from future acquired stores;
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the potential diversion of our senior management’s attention from focusing on our core business due to an increased focus on acquisitions; and
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challenges associated with the consummation and integration of any future acquisition.
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the validity of our assumptions about revenues, capital expenditures and operating costs of the acquired business or assets, as well as assumptions about achieving synergies with our existing business;
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the validity of our assessment of environmental and other liabilities, including legacy liabilities;
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the costs associated with additional debt or equity capital, which may result in a significant increase in our interest expense and financial leverage resulting from any additional debt incurred to finance the acquisition, or the issuance of additional common units on which we will make distributions, either of which could offset the expected accretion to our unitholders from such acquisition and could be exacerbated by volatility in the equity or debt capital markets;
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a failure to realize anticipated benefits, such as increased available cash per unit, enhanced competitive position or new customer relationships;
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a decrease in our liquidity by using a significant portion of our available cash or borrowing capacity to finance the acquisition;
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the incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges; and
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the risk that our existing financial controls, information systems, management resources and human resources will need to grow to support future growth and we may not be able to react timely.
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operating a larger combined organization in new geographic areas and new lines of business;
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hiring, training or retaining qualified personnel to manage and operate our growing business and assets;
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integrating management teams and employees into existing operations and establishing effective communication and information exchange with such management teams and employees;
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diversion of management’s attention from our existing business;
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assimilation of acquired assets and operations, including additional regulatory programs;
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loss of customers or key employees;
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maintaining an effective system of internal controls in compliance with the Sarbanes-Oxley Act of 2002 as well as other regulatory compliance and corporate governance matters; and
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integrating new technology systems for financial reporting.
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making it more difficult for us to satisfy our obligations with respect to our senior notes and our credit agreements governing our revolving credit facility and term loan;
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limiting our ability to borrow additional amounts to fund working capital, capital expenditures, acquisitions, debt service requirements, the execution of our growth strategy and other activities;
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requiring us to dedicate a substantial portion of our cash flow from operations to pay interest on our debt, which would reduce our cash flow available to make distributions to our unitholders and to fund working capital, capital expenditures, acquisitions, execution of our growth strategy and other activities;
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making us more vulnerable to adverse changes in general economic conditions, our industry and government regulations and in our business by limiting our flexibility in planning for, and making it more difficult for us to react quickly to, changing conditions; and
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placing us at a competitive disadvantage compared with our competitors that have less debt.
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incur certain additional indebtedness;
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incur, permit, or assume certain liens to exist on our properties or assets;
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make certain investments or enter into certain restrictive material contracts; and
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merge or dispose of all or substantially all of our assets.
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Our general partner’s affiliates, including ETE, ETP and its affiliates, are not prohibited from engaging in other business or activities, including those in direct competition with us.
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In addition, neither our partnership agreement nor any other agreement requires ETE to pursue a business strategy that favors us. The affiliates of our general partner have fiduciary duties to make decisions in their own best interests and in the best interest of their owners, which may be contrary to our interests. In addition, our general partner is allowed to take into account the interests of parties other than us or our unitholders, such as ETE, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders.
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Certain officers and directors of our general partner are officers or directors of affiliates of our general partner, and also devote significant time to the business of these entities and are compensated accordingly.
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Affiliates of our general partner, including ETE, are not limited in their ability to compete with us and may offer business opportunities or sell assets to parties other than us.
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Our partnership agreement provides that our general partner may, but is not required to, in connection with its resolution of a conflict of interest, seek “special approval” of such resolution by appointing a conflicts committee of the general partner’s board of directors composed of one or more independent directors to consider such conflicts of interest and to either, itself, take action or recommend action to the board of directors, and any resolution of the conflict of interest by the conflicts committee shall be conclusively deemed to be approved by our unitholders.
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Except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval.
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Our general partner determines the amount and timing of asset purchases and sales, borrowings, repayment of indebtedness and issuances of additional partnership securities and the level of reserves, each of which can affect the amount of cash that is distributed to our unitholders.
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Our general partner determines the amount and timing of any capital expenditure and whether a capital expenditure is classified as a maintenance capital expenditure or an expansion capital expenditure. These determinations can affect the amount of cash that is distributed to our unitholders.
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Our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make incentive distributions on the incentive distribution rights.
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Our partnership agreement permits us to distribute up to $25 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on the incentive distribution rights.
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Our general partner determines which costs incurred by it and its affiliates are reimbursable by us.
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Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with its affiliates on our behalf. There is no limitation on the amounts our general partner can cause us to pay it or its affiliates.
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Our general partner has limited its liability regarding our contractual and other obligations.
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Our general partner may exercise its right to call and purchase common units if it and its affiliates own more than 80% of the common units.
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Our general partner controls the enforcement of obligations owed to us by it and its affiliates. In addition, our general partner will decide whether to retain separate counsel or others to perform services for us.
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ETE may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to ETE’s incentive distribution rights without the approval of the conflicts committee of the board of directors of our general partner or our unitholders. This election may result in lower distributions to our common unitholders in certain situations.
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the right to share in Partnership’s profits and losses;
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the right to share in the Partnership’s distributions;
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the rights upon dissolution and liquidation of the Partnership;
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whether, and the terms upon which, the Partnership may redeem the securities;
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whether the securities will be issued, evidenced by certificates and assigned or transferred; and
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the right, if any, of the security to vote on matters relating to the Partnership, including matters relating to the relative rights, preferences and privileges of such security.
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Our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to its capacity as general partner. This entitles our general partner to consider only the interests and factors that it desires, with no duty or obligation to give consideration to the interests of, or factors affecting, our common unitholders. Decisions made by our general partner in its individual capacity will be made by ETE, as the owner of our general partner, and not by the board of directors of our general partner. Examples of such decisions include:
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whether to exercise limited call rights;
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how to exercise voting rights with respect to any units it owns;
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whether to exercise registration rights; and
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whether to consent to any merger or consolidation, or amendment to our partnership agreement.
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Our partnership agreement provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as general partner so long as it acted in good faith, meaning it believed that the decisions were not adverse to the interests of our partnership.
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Our partnership agreement provides that our general partner and the officers and directors of our general partner will not be liable for monetary damages to us for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or those persons acted in bad faith or, in the case of a criminal matter, acted with knowledge that such person’s conduct was criminal.
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Our partnership agreement provides that our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or our limited partners with respect to any transaction involving an affiliate if:
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the transaction with an affiliate or the resolution of a conflict of interest is:
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approved by the conflicts committee of the board of directors of our general partner, although our general partner is not obligated to seek such approval; or
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approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner and its affiliates; or
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the board of directors of our general partner acted in good faith in taking any action or failing to act.
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our existing unitholders’ proportionate ownership interest in us will decrease;
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the amount of cash available for distribution on each unit may decrease;
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the ratio of taxable income to distributions may increase;
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the relative voting strength of each previously outstanding unit may be diminished; and
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the market price of the common units may decline.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Our Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities
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Sales Price per Common Unit
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Quarterly Cash Distribution
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High
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Low
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per Unit
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Distribution Date
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Quarter Ended
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December 31, 2016
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$
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29.62
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$
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21.01
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$
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0.8255
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February 21, 2017
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September 30, 2016
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$
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31.50
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$
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27.11
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$
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0.8255
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November 15, 2016
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June 30, 2016
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$
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37.25
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$
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28.21
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$
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0.8255
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August 15, 2016
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March 31, 2016
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$
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40.00
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$
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22.86
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|
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$
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0.8173
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May 16, 2016
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December 31, 2015
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$
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40.06
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$
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32.01
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$
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0.8013
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February 16, 2016
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September 30, 2015
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$
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46.08
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$
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29.50
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$
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0.7454
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November 27, 2015
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June 30, 2015
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$
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54.83
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$
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42.60
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$
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0.6934
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August 28, 2015
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March 31, 2015
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$
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53.52
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$
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45.00
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$
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0.6450
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May 29, 2015
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•
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provide for the proper conduct of our business;
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•
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comply with applicable law, any of our debt instruments or other agreements or any other obligation; or
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provide funds for distributions to our unitholders for any one or more of the next four quarters;
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Marginal percentage interest in distributions
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Total quarterly distribution per
Common unit target amount
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Common
Unitholders
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IDR Holder
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Minimum Quarterly Distribution
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$0.4375
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100
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%
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—
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First Target Distribution
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Above $0.4375 up to $0.503125
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100
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%
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—
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Second Target Distribution
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Above $0.503125 up to $0.546875
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85
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%
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15
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%
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Third Target Distribution
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Above $0.546875 up to $0.656250
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75
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%
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25
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%
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Thereafter
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Above $0.656250
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50
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%
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50
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%
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Item 6.
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Selected Financial Data
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Successor
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Combined
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Predecessor
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||||||||||||||
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Year ended December 31, 2016
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Year ended December 31, 2015
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Year ended December 31, 2014 (3)
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Year ended December 31, 2013
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Year ended December 31, 2012 (1)
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||||||||||
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(in millions, except per unit data)
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Statement of Income Data:
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|
|
|
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|
|||||
Total revenues
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$
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15,698
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|
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$
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18,460
|
|
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$
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10,835
|
|
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$
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4,493
|
|
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$
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4,321
|
|
Total gross profit
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$
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2,219
|
|
|
$
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1,984
|
|
|
$
|
637
|
|
|
$
|
71
|
|
|
$
|
52
|
|
Operating expenses
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$
|
2,467
|
|
|
$
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1,650
|
|
|
$
|
571
|
|
|
$
|
30
|
|
|
$
|
28
|
|
Income (loss) from operations
|
$
|
(248
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)
|
|
$
|
334
|
|
|
$
|
66
|
|
|
$
|
41
|
|
|
$
|
24
|
|
Net income (loss) attributable to limited partners
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$
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(406
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)
|
|
$
|
87
|
|
|
$
|
57
|
|
|
$
|
37
|
|
|
$
|
18
|
|
Net income (loss) per common limited partner unit (2)
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$
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(5.26
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)
|
|
$
|
1.11
|
|
|
$
|
1.87
|
|
|
$
|
1.69
|
|
|
$
|
0.42
|
|
Net income per subordinated limited partner unit (2)
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$
|
—
|
|
|
$
|
1.40
|
|
|
$
|
1.87
|
|
|
$
|
1.69
|
|
|
$
|
0.42
|
|
Cash distribution per unit (2)
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$
|
3.29
|
|
|
$
|
2.89
|
|
|
$
|
2.17
|
|
|
$
|
1.84
|
|
|
$
|
0.47
|
|
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
561
|
|
|
$
|
438
|
|
|
$
|
353
|
|
|
$
|
51
|
|
|
$
|
16
|
|
Investing activities
|
$
|
(3,016
|
)
|
|
$
|
(2,455
|
)
|
|
$
|
(1,020
|
)
|
|
$
|
6
|
|
|
$
|
(191
|
)
|
Financing activities
|
$
|
2,501
|
|
|
$
|
1,953
|
|
|
$
|
647
|
|
|
$
|
(56
|
)
|
|
$
|
181
|
|
|
Successor
|
|
Predecessor
|
||||||||||||||||
|
As of December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014 (3)
|
|
2013
|
|
2012
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
119
|
|
|
$
|
73
|
|
|
$
|
137
|
|
|
$
|
8
|
|
|
$
|
7
|
|
Property and equipment, net
|
$
|
3,373
|
|
|
$
|
3,155
|
|
|
$
|
2,799
|
|
|
$
|
180
|
|
|
$
|
68
|
|
Total assets
|
$
|
8,701
|
|
|
$
|
8,842
|
|
|
$
|
8,773
|
|
|
$
|
390
|
|
|
$
|
356
|
|
Total liabilities
|
$
|
6,505
|
|
|
$
|
3,579
|
|
|
$
|
2,765
|
|
|
$
|
310
|
|
|
$
|
278
|
|
Total equity
|
$
|
2,196
|
|
|
$
|
5,263
|
|
|
$
|
6,008
|
|
|
$
|
80
|
|
|
$
|
78
|
|
(1)
|
Results include activity prior to our IPO on September 25, 2012 when our wholesale assets were integrated with Susser. Our results of operations for fiscal 2012 are not comparable before and after September 25, 2012.
|
(2)
|
Calculated based on operations since September 25, 2012, the date of our IPO.
|
(3)
|
Reflects combined results of the Predecessor period from January 1, 2014 through August 31, 2014, and the Successor period from September 1, 2014 to December 31, 2014. The impact from “push down” accounting related to the ETP Merger resulted in a $1.7 billion net change in the fair value of the Partnership’s assets and liabilities and a $4 million decrease in depreciation expense, offset by a $4 million increase in amortization expense.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
our ability to make, complete and integrate acquisitions from affiliates or third-parties, including the recently completed acquisition of the remaining membership interests in Sunoco, LLC ("Sunoco LLC") and Sunoco Retail LLC (“Sunoco Retail”);
|
•
|
business strategy and operations of Energy Transfer Partners, L.P. (“ETP”) and Energy Transfer Equity, L.P. (“ETE”) and ETP’s and ETE’s conflicts of interest with us;
|
•
|
changes in the price of and demand for the motor fuel that we distribute and our ability to appropriately hedge any motor fuel we hold in inventory;
|
•
|
our dependence on limited principal suppliers;
|
•
|
competition in the wholesale motor fuel distribution and convenience store industry;
|
•
|
changing customer preferences for alternate fuel sources or improvement in fuel efficiency;
|
•
|
environmental, tax and other federal, state and local laws and regulations;
|
•
|
the fact that we are not fully insured against all risks incident to our business;
|
•
|
dangers inherent in the storage and transportation of motor fuel;
|
•
|
our reliance on senior management, supplier trade credit and information technology; and
|
•
|
our partnership structure, which may create conflicts of interest between us and Sunoco GP LLC, our general partner (“General Partner”) and its affiliates, and limits the fiduciary duties of our General Partner and its affiliates.
|
•
|
1,345
company-operated convenience stores and fuel outlets;
|
•
|
165
independently operated consignment locations where we sell motor fuel to retail customers under consignment arrangements with such operators;
|
•
|
5,550
convenience stores and retail fuel outlets operated by independent operators, which we refer to as “dealers” or “distributors,” pursuant to long-term distribution agreements; and
|
•
|
2,130
other commercial customers, including unbranded convenience stores, other fuel distributors, school districts, municipalities and other industrial customers.
|
•
|
Wholesale and retail motor fuel gallons sold
. One of the primary drivers of our business is the total volume of motor fuel sold through our wholesale and retail channels. Fuel distribution contracts with our wholesale customers generally provide that
|
•
|
Gross profit per gallon
. Gross profit per gallon is calculated as the gross profit on motor fuel (excluding non-cash fair value adjustments) divided by the number of gallons sold, and is typically expressed as cents per gallon. Our gross profit per gallon varies amongst our third-party relationships and is impacted by the availability of certain discounts and rebates from suppliers. Retail gross profit per gallon is heavily impacted by volatile pricing and intense competition from club stores, supermarkets and other retail formats, which varies based on the market.
|
•
|
Merchandise gross profit and margin
. Merchandise gross profit is calculated as the gross sales price of merchandise less direct cost of goods and shortages, including bad merchandise and theft. Merchandise margin is calculated as merchandise gross profit as a percentage of merchandise sales. We do not include gross profit from ancillary products and services in the calculation of merchandise gross profit.
|
•
|
EBITDA, Adjusted EBITDA and distributable cash flow
. EBITDA as used throughout this document, is defined as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense. Adjusted EBITDA is further adjusted to exclude allocated non-cash compensation expense, unrealized gains and losses on commodity derivatives and inventory fair value adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations, such as gain or loss on disposal of assets and non-cash impairment charges. We define distributable cash flow as Adjusted EBITDA less cash interest expense, including the accrual of interest expense related to our long-term debt which is paid on a semi-annual basis, current income tax expense, maintenance capital expenditures and other non-cash adjustments.
|
•
|
Adjusted EBITDA is used as a performance measure under our revolving credit facility;
|
•
|
securities analysts and other interested parties use such metrics as measures of financial performance, ability to make distributions to our unitholders and debt service capabilities;
|
•
|
our management uses them for internal planning purposes, including aspects of our consolidated operating budget, and capital expenditures; and
|
•
|
distributable cash flow provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance, and as it provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating.
|
•
|
they do not reflect our total cash expenditures, or future requirements for capital expenditures or contractual commitments;
|
•
|
they do not reflect changes in, or cash requirements for, working capital;
|
•
|
they do not reflect interest expense or the cash requirements necessary to service interest or principal payments on our revolving credit facility or term loan;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and
|
•
|
as not all companies use identical calculations, our presentation of EBITDA, Adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||
|
2016
|
|
|
2015
|
||||||||||||||||||||
|
Wholesale
|
|
Retail
|
|
Total
|
|
|
Wholesale
|
|
Retail
|
|
Total
|
||||||||||||
|
(dollars and gallons in millions, except motor fuel pricing and gross profit per gallon)
|
|||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail motor fuel
|
$
|
—
|
|
|
$
|
5,261
|
|
|
$
|
5,261
|
|
|
|
$
|
—
|
|
|
$
|
5,891
|
|
|
$
|
5,891
|
|
Wholesale motor fuel sales to third parties
|
7,812
|
|
|
—
|
|
|
7,812
|
|
|
|
10,104
|
|
|
—
|
|
|
10,104
|
|
||||||
Wholesale motor fuel sale to affiliates
|
62
|
|
|
—
|
|
|
62
|
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||
Merchandise
|
—
|
|
|
2,272
|
|
|
2,272
|
|
|
|
—
|
|
|
2,178
|
|
|
2,178
|
|
||||||
Rental income
|
76
|
|
|
14
|
|
|
90
|
|
|
|
52
|
|
|
29
|
|
|
81
|
|
||||||
Other
|
45
|
|
|
156
|
|
|
201
|
|
|
|
28
|
|
|
158
|
|
|
186
|
|
||||||
Total revenues
|
$
|
7,995
|
|
|
$
|
7,703
|
|
|
$
|
15,698
|
|
|
|
$
|
10,204
|
|
|
$
|
8,256
|
|
|
$
|
18,460
|
|
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail motor fuel
|
$
|
—
|
|
|
$
|
611
|
|
|
$
|
611
|
|
|
|
$
|
—
|
|
|
$
|
635
|
|
|
$
|
635
|
|
Wholesale motor fuel
|
613
|
|
|
—
|
|
|
613
|
|
|
|
407
|
|
|
—
|
|
|
407
|
|
||||||
Merchandise
|
—
|
|
|
716
|
|
|
716
|
|
|
|
—
|
|
|
680
|
|
|
680
|
|
||||||
Rental and other
|
110
|
|
|
169
|
|
|
279
|
|
|
|
75
|
|
|
187
|
|
|
262
|
|
||||||
Total gross profit
|
$
|
723
|
|
|
$
|
1,496
|
|
|
$
|
2,219
|
|
|
|
$
|
482
|
|
|
$
|
1,502
|
|
|
$
|
1,984
|
|
Net income (loss) and comprehensive income (loss) attributable
to limited partners |
$
|
269
|
|
|
$
|
(675
|
)
|
|
$
|
(406
|
)
|
|
|
$
|
(5
|
)
|
|
$
|
92
|
|
|
$
|
87
|
|
Adjusted EBITDA attributable to partners (2)
|
$
|
337
|
|
|
$
|
328
|
|
|
$
|
665
|
|
|
|
$
|
304
|
|
|
$
|
411
|
|
|
$
|
715
|
|
Distributable cash flow attributable to partners, as adjusted (2)
|
|
|
|
|
$
|
390
|
|
|
|
|
|
|
|
$
|
272
|
|
||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total motor fuel gallons sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail
|
|
|
2,517
|
|
|
2,517
|
|
|
|
|
|
2,488
|
|
|
2,488
|
|
||||||||
Wholesale
|
5,288
|
|
|
|
|
5,288
|
|
|
|
5,154
|
|
|
|
|
5,154
|
|
||||||||
Motor fuel gross profit cents per gallon (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail
|
|
|
24.0¢
|
|
|
24.0¢
|
|
|
|
|
|
26.4¢
|
|
|
26.4¢
|
|
||||||||
Wholesale
|
9.8¢
|
|
|
|
|
9.8¢
|
|
|
|
9.4¢
|
|
|
|
|
9.4¢
|
|
||||||||
Volume-weighted average for all gallons
|
|
|
|
|
14.4¢
|
|
|
|
|
|
|
|
14.9¢
|
|
||||||||||
Retail merchandise margin
|
|
|
31.5%
|
|
|
|
|
|
|
|
31.2
|
%
|
|
|
(1)
|
Excludes the impact of inventory fair value adjustments consistent with the definition of Adjusted EBITDA.
|
(2)
|
We define EBITDA, Adjusted EBITDA and distributable cash flow as described above under "Key Measures Used to Evaluate and Assess Our Business".
|
|
Year Ended December 31
|
|||||||||||||||||||||||
|
2016
|
|
|
2015
|
||||||||||||||||||||
|
Wholesale
|
|
Retail
|
|
Total
|
|
|
Wholesale
|
|
Retail
|
|
Total
|
||||||||||||
|
(in millions)
|
|||||||||||||||||||||||
Net income (loss) and comprehensive income (loss)
|
$
|
269
|
|
|
$
|
(675
|
)
|
|
$
|
(406
|
)
|
|
|
$
|
92
|
|
|
$
|
102
|
|
|
$
|
194
|
|
Depreciation, amortization and accretion
|
94
|
|
|
225
|
|
|
319
|
|
|
|
68
|
|
|
210
|
|
|
278
|
|
||||||
Interest expense, net
|
59
|
|
|
130
|
|
|
189
|
|
|
|
55
|
|
|
33
|
|
|
88
|
|
||||||
Income tax expense (benefit)
|
5
|
|
|
(36
|
)
|
|
(31
|
)
|
|
|
4
|
|
|
48
|
|
|
52
|
|
||||||
EBITDA
|
$
|
427
|
|
|
$
|
(356
|
)
|
|
$
|
71
|
|
|
|
$
|
219
|
|
|
$
|
393
|
|
|
$
|
612
|
|
Non-cash compensation expense
|
6
|
|
|
7
|
|
|
13
|
|
|
|
4
|
|
|
4
|
|
|
8
|
|
||||||
Loss (gain) on disposal of assets & impairment charge
|
(3
|
)
|
|
683
|
|
|
680
|
|
|
|
1
|
|
|
(2
|
)
|
|
(1
|
)
|
||||||
Unrealized losses on commodity derivatives
|
5
|
|
|
—
|
|
|
5
|
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Inventory adjustments (4)
|
(98
|
)
|
|
(6
|
)
|
|
(104
|
)
|
|
|
78
|
|
|
20
|
|
|
98
|
|
||||||
Adjusted EBITDA
|
$
|
337
|
|
|
$
|
328
|
|
|
$
|
665
|
|
|
|
$
|
304
|
|
|
$
|
415
|
|
|
$
|
719
|
|
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||
Adjusted EBITDA attributable to partners
|
$
|
337
|
|
|
$
|
328
|
|
|
$
|
665
|
|
|
|
$
|
304
|
|
|
$
|
411
|
|
|
$
|
715
|
|
Cash interest expense (3)
|
|
|
|
|
178
|
|
|
|
|
|
|
|
76
|
|
||||||||||
Income tax expense (current)
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(18
|
)
|
||||||||||
Maintenance capital expenditures
|
|
|
|
|
106
|
|
|
|
|
|
|
|
35
|
|
||||||||||
Preacquisition earnings
|
|
|
|
|
—
|
|
|
|
|
|
|
|
356
|
|
||||||||||
Distributable cash flow attributable to partners
|
|
|
|
|
$
|
381
|
|
|
|
|
|
|
|
$
|
266
|
|
||||||||
Transaction-related expenses
|
|
|
|
|
9
|
|
|
|
|
|
|
|
6
|
|
||||||||||
Distributable cash flow attributable to partners, as adjusted
|
|
|
|
|
$
|
390
|
|
|
|
|
|
|
|
$
|
272
|
|
(3)
|
Reflects the partnership’s cash interest less the cash interest paid on our VIE debt of $9 million during the year ended December 31, 2015.
|
(4)
|
Due to the change in fuel prices, we recorded a write-down on the value of fuel inventory of
$98 million
at December 31, 2015.
|
•
|
a decrease in wholesale motor fuel revenue of
$2.3 billion
due to a
24.2%
, or a
$0.48
, decrease in the sales price per wholesale motor fuel gallon, slightly offset by an increase in wholesale motor fuel gallons sold of approximately
134 million
;
|
•
|
a decrease in retail motor fuel revenue of
$630 million
due to a
11.7%
, or
$0.28
, decrease in sales price per retail motor fuel gallon, slightly offset by an increase in gallons sold of approximately
29 million
; offset by
|
•
|
an increase in merchandise revenue of
$94 million
at our company operated convenience stores due to an increase in the number of retail sites.
|
•
|
an increase in the gross profit on wholesale motor fuel of
$206 million
primarily due to a
28.7%
, or
$0.55
, decrease in the cost per wholesale motor fuel gallon; and
|
•
|
an increase in merchandise gross profit of
$36 million
due to the increase in the number of retail sites mentioned above. The related growth impact is $29 million, while the organic margin improvement is $7 million;
|
•
|
an increase in the rental and other gross profit of
$17 million
due to increased other retail income such as car wash, ATM, and lottery income; offset by
|
•
|
a decrease in the gross profit on retail motor fuel of
$24 million
primarily due to the
11.7%
, or
$0.28
, decrease in the sales price per retail motor fuel gallon mentioned above, slightly offset by an increase in gallons sold mentioned above.
|
•
|
an increase in general and administrative costs of
$52 million
primarily due to $18 million for the transition of employees from Houston, Texas, Corpus Christi, Texas and Philadelphia, Pennsylvania to Dallas, Texas, with the remaining increase primarily due to higher professional fees, acquisition costs and other administrative expenses, which includes salaries and wages;
|
•
|
an increase in other operating expenses of
$43 million
primarily attributable to our retail business which has expanded through third-party acquisitions as well as through the construction of new-to-industry sites, resulting in a $30 million increase in personnel expense and a $24 million increase of maintenance, property tax, advertising and licenses & permits, slightly offset by lower dealer incentives;
|
•
|
an increase in depreciation, amortization and accretion expense of
$41 million
primarily due to acquisitions and new store construction completed in the last quarter of 2015 and throughout the year in 2016;
|
•
|
a goodwill impairment charge of $642 million on our retail reporting unit and an intangible asset impairment charge of $32 million on our Laredo Taco Company tradename; and
|
•
|
an increase of $7 million as a result of an increased loss on disposals of assets.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||
|
2015
|
|
|
2014
|
||||||||||||||||||||
|
Wholesale
|
|
Retail
|
|
Total
|
|
|
Wholesale (2)
|
|
Retail (2)
|
|
Total (1)
|
||||||||||||
|
(dollars and gallons in millions, except motor fuel pricing and gross profit per gallon)
|
|||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail motor fuel
|
$
|
—
|
|
|
$
|
5,891
|
|
|
$
|
5,891
|
|
|
|
$
|
—
|
|
|
$
|
2,377
|
|
|
$
|
2,377
|
|
Wholesale motor fuel sales to third parties
|
10,104
|
|
|
—
|
|
|
10,104
|
|
|
|
5,510
|
|
|
—
|
|
|
5,510
|
|
||||||
Wholesale motor fuel sale to affiliates
|
20
|
|
|
—
|
|
|
20
|
|
|
|
2,200
|
|
|
—
|
|
|
2,200
|
|
||||||
Merchandise
|
—
|
|
|
2,178
|
|
|
2,178
|
|
|
|
—
|
|
|
651
|
|
|
651
|
|
||||||
Rental income
|
52
|
|
|
29
|
|
|
81
|
|
|
|
27
|
|
|
10
|
|
|
37
|
|
||||||
Other
|
28
|
|
|
158
|
|
|
186
|
|
|
|
3
|
|
|
57
|
|
|
60
|
|
||||||
Total revenues
|
$
|
10,204
|
|
|
$
|
8,256
|
|
|
$
|
18,460
|
|
|
|
$
|
7,740
|
|
|
$
|
3,095
|
|
|
$
|
10,835
|
|
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail motor fuel
|
$
|
—
|
|
|
$
|
635
|
|
|
$
|
635
|
|
|
|
$
|
—
|
|
|
$
|
271
|
|
|
$
|
271
|
|
Wholesale motor fuel
|
407
|
|
|
—
|
|
|
407
|
|
|
|
77
|
|
|
—
|
|
|
77
|
|
||||||
Merchandise
|
—
|
|
|
680
|
|
|
680
|
|
|
|
—
|
|
|
196
|
|
|
196
|
|
||||||
Rental and other
|
75
|
|
|
187
|
|
|
262
|
|
|
|
35
|
|
|
58
|
|
|
93
|
|
||||||
Total gross profit
|
$
|
482
|
|
|
$
|
1,502
|
|
|
$
|
1,984
|
|
|
|
$
|
112
|
|
|
$
|
525
|
|
|
$
|
637
|
|
Net income (loss) and comprehensive income (loss) attributable
to limited partners (6) |
$
|
(5
|
)
|
|
$
|
92
|
|
|
$
|
87
|
|
|
|
$
|
72
|
|
|
$
|
(15
|
)
|
|
$
|
57
|
|
Adjusted EBITDA attributable to partners (6,7)
|
$
|
304
|
|
|
$
|
411
|
|
|
$
|
715
|
|
|
|
$
|
191
|
|
|
$
|
182
|
|
|
$
|
373
|
|
Distributable cash flow attributable to partners, as adjusted (6,7)
|
|
|
|
|
$
|
272
|
|
|
|
|
|
|
|
$
|
99
|
|
||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total motor fuel gallons sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail
|
|
|
2,488
|
|
|
2,488
|
|
|
|
|
|
787
|
|
|
787
|
|
||||||||
Wholesale (3)
|
5,154
|
|
|
|
|
5,154
|
|
|
|
1,744
|
|
|
|
|
1,744
|
|
||||||||
Wholesale contract affiliated (4)
|
|
|
|
|
|
|
|
777
|
|
|
|
|
777
|
|
||||||||||
Motor fuel gross profit cents per gallon (5):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail
|
|
|
26.4¢
|
|
|
26.4¢
|
|
|
|
|
|
36.4¢
|
|
|
36.4¢
|
|
||||||||
Wholesale (3)
|
9.4¢
|
|
|
|
|
9.4¢
|
|
|
|
10.6¢
|
|
|
|
|
10.6¢
|
|
||||||||
Wholesale contract affiliated (4)
|
|
|
|
|
|
|
|
3.0¢
|
|
|
|
|
3.0¢
|
|
||||||||||
Volume-weighted average for all gallons
|
|
|
|
|
14.9¢
|
|
|
|
|
|
|
|
19.6¢
|
|
||||||||||
Retail merchandise margin
|
|
|
31.2
|
%
|
|
|
|
|
|
|
30.2
|
%
|
|
|
(1)
|
Reflects combined results of the Predecessor period from January 1, 2014 through August 31, 2014, and the Successor period from September 1, 2014 to December 31, 2014. The impact in the Successor period from “push down” accounting related to the ETP Merger resulted in a $4 million decrease in depreciation expense, offset by a $4 million increase in amortization expense.
|
(2)
|
Reflects MACS and Sunoco LLC wholesale operations and MACS, Sunoco Retail and Susser retail operations, beginning September 1, 2014.
|
(3)
|
Reflects all wholesale transactions excluding those pursuant to the Susser Distribution Contract for January 1, 2014 through August 31, 2014 at a set three cent margin as dictated by the agreement.
|
(4)
|
Reflects transactions in the Predecessor Period pursuant to the Susser Distribution Contract at a set three cent margin as dictated by agreement.
|
(5)
|
Excludes the impact of inventory fair value adjustments consistent with the definition of Adjusted EBITDA.
|
(6)
|
Excludes the noncontrolling interest results of operations related to our consolidated variable interest entities (“VIEs”).
|
(7)
|
We define EBITDA, Adjusted EBITDA and distributable cash flow as described above under "Key Measures Used to Evaluate and Assess Our Business".
|
|
Year Ended December 31
|
|||||||||||||||||||||||
|
2015
|
|
|
2014
|
||||||||||||||||||||
|
Wholesale
|
|
Retail
|
|
Total
|
|
|
Wholesale (2)
|
|
Retail (2)
|
|
Total (1)
|
||||||||||||
|
(in millions)
|
|||||||||||||||||||||||
Net income (loss) and comprehensive income (loss)
|
$
|
92
|
|
|
$
|
102
|
|
|
$
|
194
|
|
|
|
$
|
(100
|
)
|
|
$
|
70
|
|
|
$
|
(30
|
)
|
Depreciation, amortization, and accretion
|
68
|
|
|
210
|
|
|
278
|
|
|
|
35
|
|
|
61
|
|
|
96
|
|
||||||
Interest expense, net
|
55
|
|
|
33
|
|
|
88
|
|
|
|
7
|
|
|
9
|
|
|
16
|
|
||||||
Income tax expense
|
4
|
|
|
48
|
|
|
52
|
|
|
|
68
|
|
|
12
|
|
|
80
|
|
||||||
EBITDA
|
$
|
219
|
|
|
$
|
393
|
|
|
$
|
612
|
|
|
|
$
|
10
|
|
|
$
|
152
|
|
|
$
|
162
|
|
Non-cash compensation expense
|
4
|
|
|
4
|
|
|
8
|
|
|
|
5
|
|
|
4
|
|
|
9
|
|
||||||
Loss (gain) on disposal of assets & impairment charge
|
1
|
|
|
(2
|
)
|
|
(1
|
)
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Unrealized (gains) losses on commodity derivatives
|
2
|
|
|
—
|
|
|
2
|
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Inventory adjustments (9)
|
78
|
|
|
20
|
|
|
98
|
|
|
|
177
|
|
|
28
|
|
|
205
|
|
||||||
Adjusted EBITDA
|
$
|
304
|
|
|
$
|
415
|
|
|
719
|
|
|
|
$
|
191
|
|
|
$
|
183
|
|
|
$
|
374
|
|
|
Net income attributable to noncontrolling interest
|
—
|
|
|
4
|
|
|
4
|
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Adjusted EBITDA attributable to partners
|
$
|
304
|
|
|
$
|
411
|
|
|
$
|
715
|
|
|
|
$
|
191
|
|
|
$
|
182
|
|
|
$
|
373
|
|
Cash interest expense (8)
|
|
|
|
|
76
|
|
|
|
|
|
|
|
12
|
|
||||||||||
Income tax expense (current)
|
|
|
|
|
(18
|
)
|
|
|
|
|
|
|
3
|
|
||||||||||
Maintenance capital expenditures
|
|
|
|
|
35
|
|
|
|
|
|
|
|
5
|
|
||||||||||
Preacquisition earnings
|
|
|
|
|
356
|
|
|
|
|
|
|
|
260
|
|
||||||||||
Distributable cash flow attributable to partners
|
|
|
|
|
$
|
266
|
|
|
|
|
|
|
|
$
|
93
|
|
||||||||
Transaction-related expenses
|
|
|
|
|
6
|
|
|
|
|
|
|
|
6
|
|
||||||||||
Distributable cash flow attributable to partners, as adjusted
|
|
|
|
|
$
|
272
|
|
|
|
|
|
|
|
$
|
99
|
|
(8)
|
Reflects the partnership’s cash interest less the cash interest paid on our VIE debt of $9 million during the year ended December 31, 2015.
|
(9)
|
Due to the change in fuel prices, we recorded a
$98 million
and $205 million write-down of the value of fuel inventory during the years ended
December 31, 2015
and
2014
, respectively.
|
•
|
an increase in wholesale motor fuel revenue of
$2.4 billion
, of which $3.4 billion is due to the addition of the Sunoco LLC business, partially offset by a $1.1 billion decrease in sales to affiliates in our legacy wholesale business due to the acquisition and consolidation of Susser, an affiliate in the Predecessor Period;
|
•
|
the addition of retail fuel revenue totaling
$3.5 billion
and merchandise revenue of
$1.5 billion
, attributable to the addition of MACS, Susser, Aloha and Sunoco Retail operations; and
|
•
|
an increase in rental and other revenue of
$171 million
as a result of a $45 million increase in rental income primarily due to the addition of the MACS, Susser, Sunoco LLC, and Sunoco Retail businesses and a $126 million increase in other income primarily related to increased other retail income such as car wash, ATM, and lottery income.
|
•
|
an increase in the gross profit on wholesale motor fuel sales of
$330 million
, primarily due to the addition of the Sunoco LLC business;
|
•
|
the addition of
$364 million
of gross profit on retail motor fuel sales and
$484 million
of gross profit on merchandise sales related to our MACS, Susser, Aloha, and Sunoco Retail operations; and
|
•
|
an increase in rent and other gross profit of
$169 million
related to rental income and other retail revenue items as mentioned above.
|
•
|
an increase in general and administrative expenses of
$109 million
, of which $49 million, $41 million and $6 million is due to the addition of Sunoco LLC, Susser, and Sunoco Retail, respectively, $6 million of acquisition related costs, and the remaining being attributable to MACS and Aloha;
|
•
|
an increase in other operating expenses of
$691 million
, of which $322 million, $62 million, $35 million, $29 million and $244 million are attributable to the Susser, MACS, Aloha, Sunoco LLC, and Sunoco Retail businesses, respectively;
|
•
|
increased depreciation, amortization and accretion expense of
$181 million
, of which $53 million, $49 million, and $51 million is attributable to the Sunoco LLC business, the MACS and Aloha, and the Sunoco Retail businesses, respectively, with the remainder being attributable to Susser; and
|
•
|
the impact from “push down” accounting related to the ETP Merger resulted in a $4 million decrease in depreciation expense, offset by a $4 million increase in amortization expense.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
September 1, 2014
through
December 31, 2014
|
|
|
January 1 2014 through
August 31, 2014
|
||||||||
|
(in millions)
|
|||||||||||||||
Net cash provided by (used in)
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
$
|
561
|
|
|
$
|
438
|
|
|
$
|
320
|
|
|
|
$
|
33
|
|
Investing activities
|
(3,016
|
)
|
|
(2,455
|
)
|
|
(953
|
)
|
|
|
(67
|
)
|
||||
Financing activities
|
2,501
|
|
|
1,953
|
|
|
618
|
|
|
|
29
|
|
||||
Net increase (decrease) in cash
|
$
|
46
|
|
|
$
|
(64
|
)
|
|
$
|
(15
|
)
|
|
|
$
|
(5
|
)
|
•
|
borrowed $2.0 billion and repaid
$808 million
under Term Loan;
|
•
|
borrowed
$2.8 billion
and repaid
$2.3 billion
under our 2014 Revolver to fund daily operations;
|
•
|
borrowed $800 million under our 2021 Senior Notes;
|
•
|
paid
$386 million
in distributions to our unitholders, of which
$222 million
was paid to ETP and ETE collectively; and
|
•
|
paid $50 million in distributions to ETP.
|
|
Payments Due by Years
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Long-term debt obligations, including current portion (1)
|
$
|
4,561
|
|
|
$
|
5
|
|
|
$
|
2,253
|
|
|
$
|
1,412
|
|
|
$
|
891
|
|
Interest payments (2)
|
1,027
|
|
|
221
|
|
|
431
|
|
|
226
|
|
|
149
|
|
|||||
Operating lease obligations (3)
|
870
|
|
|
110
|
|
|
188
|
|
|
157
|
|
|
415
|
|
|||||
Total
|
$
|
6,458
|
|
|
$
|
336
|
|
|
$
|
2,872
|
|
|
$
|
1,795
|
|
|
$
|
1,455
|
|
(1)
|
Payments include required principal payments on our debt, capital lease obligations and sale leaseback obligations (see Note 10 to our Consolidated Financial Statements). Assumes the balance of the 2014 Revolver, of which the balance at
December 31, 2016
was
$1.0 billion
, remains outstanding until the 2014 Revolver matures in September 2019.
|
(2)
|
Includes interest on outstanding debt, capital lease obligations and sale leaseback financing obligations. Includes interest on the 2014 Revolver balance as of
December 31, 2016
and commitment fees on the unused portion of the facility through September 2019 using rates in effect at
December 31, 2016
.
|
(3)
|
Includes minimum rental commitments under non-cancelable leases, net of sublet rental income.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
•
|
interest rate risk on short-term borrowings; and
|
•
|
the impact of interest rate movements on our ability to obtain adequate financing to fund future acquisitions.
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures recorded by us are being made only in accordance with authorizations of our management and board of directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Name
|
Age
|
Position With Our General Partner
|
Matthew S. Ramsey
|
61
|
Chairman of the Board
|
Robert W. Owens
|
63
|
Director, President and Chief Executive Officer
|
Cynthia A. Archer
|
63
|
Executive Vice President, Chief Marketing Officer
|
Arnold D. Dodderer
|
49
|
General Counsel
|
Karl R. Fails
|
42
|
Executive Vice President, Supply & Trading
|
Boyd E. Foster
|
68
|
Executive Vice President, Manufacturing & Distribution
|
S. Blake Heinemann
|
63
|
Executive Vice President, Operations – East
|
Joseph Kim
|
45
|
Executive Vice President, Chief Development Officer
|
Thomas R. Miller
|
56
|
Chief Financial Officer
|
R. Bradley Williams
|
46
|
Executive Vice President, Operations – West
|
James W. Bryant
|
83
|
Director
|
Christopher R. Curia
|
61
|
Director and Executive Vice President, Human Resources
|
Thomas E. Long
|
60
|
Director
|
W. Brett Smith
|
57
|
Director
|
K. Rick Turner
|
58
|
Director
|
Item 11.
|
Executive Compensation
|
•
|
reward executives with an industry-competitive total compensation package of competitive base salaries and significant incentive opportunities yielding a total compensation package approaching the top-quartile of the market;
|
•
|
attract, retain and reward talented executive officers and key management employees by providing total compensation competitive with that of other executive officers and key management employees employed by publicly traded limited partnerships of similar size and in similar lines of business;
|
•
|
motivate executive officers and key employees to achieve strong financial and operational performance;
|
•
|
emphasize performance-based or “at-risk” compensation; and
|
•
|
reward individual performance.
|
•
|
annual base salary;
|
•
|
non-equity incentive plan compensation consisting solely of discretionary cash bonuses;
|
•
|
time-vested restricted phantom unit awards under the equity incentive plan;
|
•
|
payment of distribution equivalent rights (“DERs”) on unvested time-based restricted phantom unit awards under our equity incentive plan;
|
•
|
vesting of previously issued time-based restricted unit awards issued pursuant to equity incentive plans of affiliates; and
|
•
|
401(k) plan employer contributions.
|
Name and Principal Position
|
Year
|
|
Salary ($) (1)
|
|
Bonus ($) (2)
|
|
Unit Awards ($) (3)
|
|
Non-Equity Incentive Plan
Compensation ($)
|
|
Change in Nonqualified Deferred Compensation Earnings ($) (4)
|
|
All Other Compensation ($) (5)
|
|
Total ($)
|
||||||||||||||
Robert W. Owens
|
2016
|
|
$
|
629,760
|
|
|
$
|
708,480
|
|
|
$
|
2,192,764
|
|
|
$
|
—
|
|
|
$
|
794,960
|
|
|
$
|
66,175
|
|
|
$
|
4,392,139
|
|
President and Chief Executive Officer
|
2015
|
|
611,077
|
|
|
763,846
|
|
|
4,446,828
|
|
|
—
|
|
|
—
|
|
|
10,543
|
|
|
5,832,294
|
|
|||||||
2014
|
|
546,763
|
|
|
820,145
|
|
|
2,275,000
|
|
|
—
|
|
|
1,547,619
|
|
|
13,328
|
|
|
5,202,855
|
|
||||||||
Thomas R. Miller
|
2016
|
|
196,923
|
|
|
230,400
|
|
|
1,021,650
|
|
|
—
|
|
|
—
|
|
|
22,208
|
|
|
1,471,181
|
|
|||||||
Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Joseph Kim
|
2016
|
|
378,462
|
|
|
272,492
|
|
|
607,425
|
|
|
—
|
|
|
—
|
|
|
3,797
|
|
|
1,262,176
|
|
|||||||
Executive Vice President and Chief Development Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cynthia A. Archer
|
2016
|
|
363,323
|
|
|
261,593
|
|
|
587,400
|
|
|
—
|
|
|
5,703
|
|
|
12,592
|
|
|
1,230,611
|
|
|||||||
Executive Vice President and Chief Marketing Officer
|
2015
|
|
349,716
|
|
|
279,773
|
|
|
1,082,758
|
|
|
—
|
|
|
—
|
|
|
11,374
|
|
|
1,723,621
|
|
|||||||
S. Blake Heinemann
|
2016
|
|
325,855
|
|
|
234,616
|
|
|
534,000
|
|
|
—
|
|
|
—
|
|
|
12,182
|
|
|
1,106,653
|
|
|||||||
Executive Vice President, Retail Operations — East
|
2015
|
|
318,635
|
|
|
254,908
|
|
|
976,596
|
|
|
—
|
|
|
—
|
|
|
11,128
|
|
|
1,561,267
|
|
|||||||
R. Bradley Williams
|
2016
|
|
325,855
|
|
|
234,616
|
|
|
534,000
|
|
|
—
|
|
|
—
|
|
|
9,000
|
|
|
1,103,471
|
|
|||||||
Executive Vice President, Retail Operations — West
|
2015
|
|
318,937
|
|
|
255,150
|
|
|
1,053,953
|
|
|
—
|
|
|
—
|
|
|
9,000
|
|
|
1,637,040
|
|
(1)
|
For comparative purposes, the above table provides a summary of the total compensation for each NEO for each of 2014, 2015 and 2016. In accordance with the terms of our partnership agreement, we reimburse our General Partner and its affiliates for compensation related expenses attributable to the portion of the named executive officer’s time dedicated to providing services to us. For 2014, prior to the ETP Merger, Susser and its affiliates allocated to us 100% of the grant date fair value of phantom unit awards made under the LTIP Plan to the NEOs and directors in 2014. Following the ETP Merger, ETP began allocating 15% of the cash compensation expense associated with the services provided by Mr. Owens. For 2015, ETP and their affiliates allocated to us (i) 56%, 50%, 15% and 50% of the cash compensation expense associated with the services performed by Mr. Owens, Ms. Archer, Mr. Heinemann and
|
(2)
|
The discretionary cash bonus amounts for our named executive officers for
2016
reflect cash bonuses approved by the Compensation Committee in February 2017 that are expected to be paid in March 2017.
|
(3)
|
The amounts reported for unit awards represent the full grant date fair value of phantom units granted to each of our NEOs, calculated in accordance with the accounting guidance on share-based payments.
|
(4)
|
During 2015, Mr. Owens had a loss of $2,808,446 under the Sunoco Executive DC Plan.
|
(5)
|
The details of amounts listed as “All Other Compensation” are presented in the “All Other Compensation” table below. The amounts reflected for all periods exclude distribution payments in connection with distribution equivalent rights on unvested unit awards, because the dollar value of such distributions are factored into the grant date fair value reported in the “Unit Awards” column of the Summary Compensation Table at the time that the unit awards and distribution equivalent rights were originally granted. For 2016, distribution payments in connection with distribution equivalent rights totaled $690,700 for Mr. Owens, $24,765 for Mr. Miller, $121,531 for Mr. Kim, $206,798 for Ms. Archer, $198,493 for Mr. Heinemann and $134,776 for Mr. Williams.
|
Name
|
|
Year
|
|
Perquisites
and Other
Personal
Benefits
($) (1)
|
|
Matching
Contributions
to 401(k) and
Deferred
Compensation
Plans
($) (2)
|
|
Other
($)
|
|
Total
|
|||||||
Robert W. Owens
|
|
2016
|
|
54,861
|
|
|
$
|
6,000
|
|
|
$
|
5,314
|
|
|
$
|
66,175
|
|
|
|
2015
|
|
—
|
|
|
6,309
|
|
|
4,234
|
|
|
10,543
|
|
|||
|
|
2014
|
|
—
|
|
|
7,784
|
|
|
5,544
|
|
|
13,328
|
|
|||
Thomas R. Miller
|
|
2016
|
|
20,928
|
|
|
—
|
|
|
1,280
|
|
|
22,208
|
|
|||
Joseph Kim
|
|
2016
|
|
—
|
|
|
2,942
|
|
|
855
|
|
|
3,797
|
|
|||
Cynthia A. Archer
|
|
2016
|
|
—
|
|
|
9,000
|
|
|
3,592
|
|
|
12,592
|
|
|||
|
|
2015
|
|
—
|
|
|
9,000
|
|
|
2,374
|
|
|
11,374
|
|
|||
S. Blake Heinemann
|
|
2016
|
|
—
|
|
|
9,000
|
|
|
3,182
|
|
|
12,182
|
|
|||
|
|
2015
|
|
—
|
|
|
9,000
|
|
|
2,128
|
|
|
11,128
|
|
|||
R. Bradley Williams
|
|
2016
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
9,000
|
|
|||
|
|
2015
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
9,000
|
|
(1)
|
The amounts in this column reflect relocation costs for the year ended December 31, 2016
|
(2)
|
The amounts in this column reflect the Partnership's matching contributions to the 401(k) plan. Each of our NEOs is eligible to participate in a 401(k) plan that is generally available to all employees. The amounts deferred by the executive officers under the 401(k) plan are fully vested at all times.
|
(3)
|
The amounts in this column reflect the dollar value of life insurance premiums paid for the benefit of the named executive officers.
|
Name
|
|
Grant Date
|
|
Type of Award (1)
|
|
Approval Date
|
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards
|
|
All Other
Stock
Awards:
Number of
Shares of
Stock
(#) (1)
|
|
Grant Date
Fair Value of
Stock Awards
($) (1)
|
||||||||||
|
|
|
|
|
|
|
|
Threshold (#)
|
|
Target (#)
|
|
Maximum (#)
|
|
|
|
|
|
|||||
Robert W. Owens
|
|
12/29/2016
|
|
Phantom units
|
|
12/29/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,126
|
|
|
$
|
2,192,764
|
|
Thomas R. Miller
|
|
12/29/2016
|
|
Phantom units
|
|
12/29/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,500
|
|
|
520,650
|
|
|
|
|
5/26/2016
|
|
Phantom units
|
|
5/26/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
501,000
|
|
|
Joseph Kim
|
|
12/29/2016
|
|
Phantom units
|
|
12/29/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,750
|
|
|
607,425
|
|
|
Cynthia A. Archer
|
|
12/29/2016
|
|
Phantom units
|
|
12/29/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,000
|
|
|
587,400
|
|
|
S. Blake Heinemann
|
|
12/29/2016
|
|
Phantom units
|
|
12/29/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|
534,000
|
|
|
R. Bradley Williams
|
|
12/29/2016
|
|
Phantom units
|
|
12/29/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|
534,000
|
|
(1)
|
The restricted phantom units granted December 29, 2016 vest 60% on December 5, 2019 and 40% on December 5, 2021. The reported grant date fair value of stock awards was determined in compliance with FASB ASC Topic 718 and are more fully described in Note 18–Unit-Based Compensation in our Notes to Consolidated Financial Statements.
|
|
|
Unit Awards (1)
|
||||||||||||
Name
|
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
|
|
Market
Value of
Shares or
Units
That
Have Not
Vested
($) (1)
|
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#)
|
|
Equity
Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
($)
|
||||||
Robert W. Owens (2)
|
|
236,576
|
|
|
$
|
6,361,529
|
|
|
—
|
|
|
$
|
—
|
|
Thomas R. Miller
|
|
34,500
|
|
|
927,705
|
|
|
—
|
|
|
—
|
|
||
Joseph Kim
|
|
59,920
|
|
|
1,611,249
|
|
|
—
|
|
|
—
|
|
||
Cynthia A. Archer (3)
|
|
72,600
|
|
|
1,952,214
|
|
|
—
|
|
|
—
|
|
||
S. Blake Heinemann (4)
|
|
68,060
|
|
|
1,830,133
|
|
|
—
|
|
|
—
|
|
||
R. Bradley Williams (5)
|
|
59,930
|
|
|
1,611,518
|
|
|
—
|
|
|
—
|
|
(1)
|
Based on the closing market price of our common units of $26.89 on December 30, 2016.
|
(2)
|
Mr. Owens also had 20,000 unvested ETP unit awards outstanding at
December 31, 2016
with a market value of $716,200 based on the closing market price of ETP’s common units of $35.81 on December 30, 2016.
|
(3)
|
Ms. Archer also had 4,200 unvested ETP unit awards outstanding at
December 31, 2016
with a market value of $150,402 based on the closing market price of ETP’s common units of $35.81 on December 30, 2016.
|
(4)
|
Mr. Heinemann also had 4,200 unvested ETP unit awards outstanding at
December 31, 2016
with a market value of $150,402 based on the closing market price of ETP’s common units of $35.81 on December 30, 2016.
|
(5)
|
Mr. Williams also had 1,400 unvested ETP unit awards outstanding at
December 31, 2016
with a market value of $50,134 based on the closing market price of ETP’s common units of $35.81 on December 30, 2016.
|
|
Unit Awards
|
|||||
Name
|
Number of
Units
Acquired on
Vesting (#)
|
|
Value Realized on
Vesting ($) (1)
|
|||
Robert W. Owens
|
24,000
|
|
|
$
|
845,496
|
|
Thomas R. Miller
|
—
|
|
|
—
|
|
|
Joseph Kim
|
—
|
|
|
—
|
|
|
Cynthia A. Archer
|
5,600
|
|
|
197,282
|
|
|
S. Blake Heinemann
|
5,600
|
|
|
197,282
|
|
|
R. Bradley Williams
|
2,400
|
|
|
84,552
|
|
(1)
|
Amounts presented represent the number of ETP unit awards vested during
2016
and the value realized upon vesting of these awards, which is calculated as the number of units vested multiplied by the closing price of ETP’s common units upon the vesting date.
|
Name
|
Executive Contributions in Last FY ($)
|
|
Registrant Contributions in Last FY ($)
|
|
Aggregate Earnings in Last FY ($)
|
|
Aggregate Withdrawals/Distributions ($)
|
|
Aggregate Balance at Last FYE ($)
|
||||||||||
Robert W. Owens
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
794,960
|
|
|
$
|
—
|
|
|
$
|
6,130,551
|
|
Thomas R. Miller
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Joseph Kim
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cynthia A. Archer
|
119,051
|
|
|
—
|
|
|
5,703
|
|
|
—
|
|
|
124,754
|
|
|||||
S. Blake Heinemann
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
R. Bradley Williams
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Name
|
|
Benefit
|
|
Termination
Due to Death
or Disability
($) (1)
|
|
Termination
for any other reason
($)
|
|
Change of
Control
with or without Continued
Employment
($) (1)
|
|
Not for Cause Termination ($) (2)
|
||||||||
Robert W. Owens
|
|
Unit Vesting
|
|
$
|
6,361,529
|
|
|
$
|
—
|
|
|
$
|
6,361,529
|
|
|
$
|
1,053,012
|
|
Thomas R. Miller
|
|
Unit Vesting
|
|
927,705
|
|
|
—
|
|
|
927,705
|
|
|
—
|
|
||||
Joseph Kim
|
|
Unit Vesting
|
|
1,611,249
|
|
|
—
|
|
|
1,611,249
|
|
|
—
|
|
||||
Cynthia A. Archer
|
|
Unit Vesting
|
|
1,952,214
|
|
|
—
|
|
|
1,952,214
|
|
|
—
|
|
||||
S. Blake Heinemann
|
|
Unit Vesting
|
|
1,830,133
|
|
|
—
|
|
|
1,830,133
|
|
|
—
|
|
||||
R. Bradley Williams
|
|
Unit Vesting
|
|
1,611,518
|
|
|
—
|
|
|
1,611,518
|
|
|
—
|
|
(1)
|
The amounts reflected above represent the product of the number of phantom units that were subject to vesting/restrictions on December 30, 2016 multiplied by the closing price of our common units of $26.89 on that date.
|
(2)
|
The amount reflected above represents the automatic acceleration of 39,160 unit awards, awarded in January 2015, multiplied by the closing price of our common units on December 30, 2016, $26.89.
|
Name
|
|
Fees
Earned or
Paid in
Cash
($) (1)
|
|
Unit
Awards
($) (2)
|
|
Option
Awards
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|||||
Richard D. Brannon (3)
|
|
42,523
|
|
|
100,004
|
|
|
—
|
|
|
—
|
|
|
142,527
|
|
K. Rick Turner
|
|
90,221
|
|
|
100,004
|
|
|
—
|
|
|
—
|
|
|
190,225
|
|
James W. Bryant
|
|
72,242
|
|
|
100,004
|
|
|
—
|
|
|
—
|
|
|
172,246
|
|
Thomas E. Long (5)
|
|
—
|
|
|
593,007
|
|
|
—
|
|
|
—
|
|
|
593,007
|
|
W. Brett Smith (4)
|
|
38,957
|
|
|
79,523
|
|
|
—
|
|
|
—
|
|
|
118,480
|
|
Christopher P. Curia (5)
|
|
—
|
|
|
355,804
|
|
|
—
|
|
|
—
|
|
|
355,804
|
|
(1)
|
The amounts in this column reflect the aggregate dollar amount of fees earned or paid in cash including the prorated annual retainer fee.
|
(2)
|
The amounts reported for unit awards represent the full grant date fair value of the awards granted in
2016
, calculated in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that may be recognized by the recipient upon any disposition of vested units and do not give effect to any decline or increase in the trading price of our common units since the date of grant. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the unit awards reported above, see Note 18–Unit-Based Compensation in our Notes to Consolidated Financial Statements. As of
December 31, 2016
, Mr. Turner had 5,308 outstanding restricted phantom units, Mr. Bryant had 3,913 outstanding restricted phantom units, Mr. Long had 36,335 outstanding restricted phantom units, Mr. Smith had 2,462 outstanding phantom units, and Mr. Curia had 19,949 outstanding restricted phantom units.
|
(3)
|
Mr. Brannon resigned from our Board effective March 16, 2016. At the time of his March 2016 resignation, Mr. Brannon forfeited his outstanding unvested restricted phantom units.
|
(4)
|
Mr. Smith received a pro-rated award of 2,462 restricted phantom units upon his appointment to our Board in March 2016.
|
(5)
|
Mr. Curia, our director and our EVP-Human Resources and EVP-Chief Human Resources Officer of ETE is entitled to receive grants of restricted phantom units pursuant to the LTIP in recognition of his commitment and contribution to us and our unitholders. The restricted phantom units were granted to Mr. Curia on December 29, 2016 and will vest 60% on December 5, 2019 and 40% on December 5, 2021, subject to the terms of the award agreement. Mr. Long, our director and ETE's Group Chief Financial Officer is entitled to receive grants of restricted phantom units pursuant to the LTIP in recognition of his commitment and contribution to us and our unitholders. The restricted phantom units were granted to Mr. Long on December 29, 2016 and will vest 60% on December 5, 2019 and 40% on December 5, 2021, subject to the terms of the award. The awards of restricted phantom units to Messrs. Curia and Long in respect of their contribution to us represent a portion of their total awards as executive officers of ETE and the allocation of such percentage to us is in recognition of the portion of their total time spent on our business.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters
|
•
|
each person or group of persons known by us to be beneficial owners of 5% or more of our common or Class C units;
|
•
|
each director, director nominee and named executive officer of our general partner; and
|
•
|
all of our directors and executive officers of our general partner, as a group.
|
Name of Beneficial Owner (1)
|
|
Common Units Beneficially Owned (8)
|
|
Percentage of Commons Units Beneficially Owned
|
|
Class C Units Beneficially Owned
|
|
Percentage of
Class C Units Beneficially Owned
|
|
Percentage of Common and
Class C Units Beneficially Owned
|
|||
ETP (2)
|
|
43,487,668
|
|
|
44.1%
|
|
—
|
|
|
—
|
|
|
37.8%
|
OppenheimerFunds, Inc. (6)
|
|
13,257,039
|
|
|
13.5%
|
|
—
|
|
|
—
|
|
|
11.5%
|
Stripes LLC
|
|
—
|
|
|
—
|
|
5,624,527
|
|
|
34.3
|
%
|
|
4.9%
|
Stripes No. 1009 LLC
|
|
—
|
|
|
—
|
|
5,544,140
|
|
|
33.8
|
%
|
|
4.8%
|
Aloha Petroleum Ltd (4)
|
|
—
|
|
|
—
|
|
5,242,113
|
|
|
31.9
|
%
|
|
4.6%
|
Citigroup Inc. (3)
|
|
3,633,415
|
|
|
3.7%
|
|
—
|
|
|
—
|
|
|
3.2%
|
ETE (2)
|
|
2,263,158
|
|
|
2.3%
|
|
—
|
|
|
—
|
|
|
2.0%
|
Goldman Sachs Asset Management (5)
|
|
1,027,948
|
|
|
1.0%
|
|
—
|
|
|
—
|
|
|
*
|
K. Rick Turner (8)
|
|
3,000
|
|
|
*
|
|
—
|
|
|
—
|
|
|
*
|
Christopher R. Curia
|
|
1,381
|
|
|
*
|
|
—
|
|
|
—
|
|
|
*
|
R. Bradley Williams
|
|
223
|
|
|
*
|
|
—
|
|
|
—
|
|
|
*
|
Cynthia A. Archer
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
James W. Bryant
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
S. Blake Heinemann
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
Robert W. Owens
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
Thomas R. Miller
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
Matthew S. Ramsey
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
Joseph Kim
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
W. Brett Smith
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
Thomas E. Long
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
All executive officers and directors as a group (fifteen persons)
|
|
4,604
|
|
|
*
|
|
—
|
|
|
—
|
|
|
*
|
*
|
Represents less than 1%.
|
(1)
|
As of the date set forth above, there are no arrangements for any listed beneficial owner to acquire within 60 days common units from options, warrants, rights, conversion privileges or similar obligations. Unless otherwise indicated, the address for all beneficial owners in this table is 8020 Park Lane, Suite 200, Dallas, Texas 75231.
|
(2)
|
The address for ETE, ETP and ETP's subsidiaries is 8111 Westchester Drive, Suite 600, Dallas, Texas 75225.
|
(3)
|
The information contained in the table and this footnote with respect to Citigroup Inc. is based solely on a filing on Schedule 13G filed with the Securities and Exchange Commission on January 10, 2017. The business address of the reporting party is 388 Greenwich Street, New York, New York 10013.
|
(4)
|
The address for Aloha is 1132 Bishop St., Suite 1700, Honolulu, Hawaii 96813.
|
(5)
|
The information contained in the table and this footnote with respect to Goldman Sachs Asset Management LP is based solely on a filing on Schedule 13G/A filed with the Securities and Exchange Commission on February 7, 2017. The business address of the reporting party is 200 West Street, C/O Goldman Sachs & Co., New York, New York 10282.
|
(6)
|
The information contained in the table and this footnote with respect to Oppenheimer Funds, Inc. is based solely on a filing on Schedule 13G/A filed with the Securities and Exchange Commission on January 26, 2017. The business address of the reporting party is Two World Financial center, 225 Liberty Street, New York, New York 10281.
|
(7)
|
Does not include unvested phantom units that may not be voted or transferred prior to vesting. As of February 17, 2017, there were 98,538,043 common units and 16,410,780 Class C Units deemed to be beneficially owned for purposes of the above table.
|
(8)
|
Includes 1,000 common units held by the Turner Family Partnership. Mr. Turner disclaims beneficial ownership of these securities, except to the extent of his interest as the general partner of the partnership.
|
|
|
ETP Common Units Beneficially Owned†
|
|
ETE Common Units Beneficially Owned†
|
||||||
Name of Beneficial Owner (1)
|
|
Number of Common Units (2)
|
|
Percentage of Total Common Units (3)
|
|
Number of Common Units (2)
|
|
Percentage of Total Common Units (3)
|
||
Cynthia A. Archer
|
|
4,036
|
|
|
*
|
|
4,500
|
|
|
*
|
Robert W. Owens
|
|
32,785
|
|
|
*
|
|
—
|
|
|
—
|
Thomas R. Miller
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
S. Blake Heinemann
|
|
3,892
|
|
|
*
|
|
—
|
|
|
—
|
R. Bradley Williams
|
|
2,480
|
|
|
*
|
|
3,159
|
|
|
*
|
James W. Bryant
|
|
8,128
|
|
|
*
|
|
239,696
|
|
|
*
|
Christopher R. Curia
|
|
32,343
|
|
|
*
|
|
29,684
|
|
|
*
|
Matthew S. Ramsey
|
|
13,191
|
|
|
*
|
|
52,317
|
|
|
—
|
K. Rick Turner
|
|
10,651
|
|
|
*
|
|
464,395
|
|
(4)
|
*
|
Joseph Kim
|
|
—
|
|
|
—
|
|
6,500
|
|
|
*
|
W. Brett Smith
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
Thomas E. Long
|
|
56,028
|
|
|
*
|
|
—
|
|
|
—
|
All executive officers and directors as a group
(fifteen persons) |
|
176,938
|
|
|
*
|
|
800,251
|
|
|
*
|
*
|
Represents less than 1%.
|
†
|
Officers and directors of our General Partner may be deemed to indirectly beneficially own certain limited partnership interests in us or ETP, by virtue of owning common units in ETP or ETE, respectively, or based upon their simultaneous service as officers or directors of ETP or ETE. Any such deemed ownership is not reflected in the table.
|
(1)
|
Unless otherwise indicated, the address for all beneficial owners in this table is 8020 Park Lane, Suite 200, Dallas, Texas 75231.
|
(2)
|
Beneficial ownership for the purposes of the above table is determined in accordance with the rules and regulation of the Securities and Exchange Commission. These rules generally provide that a person is the beneficial owner of securities if they have or share the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof, or have the right to acquire such powers with sixty (60) days.
|
(3)
|
As of February 17, 2017, there were 551,551,441 common units of ETP and 1,079,185,030 common units of ETE deemed to be beneficially owned for purposes of the above table.
|
(4)
|
Includes (i) 51,731 units held by Mr. Turner directly; (ii) 89,084 units held in a partnership controlled by the Stephens Group, Mr. Turner’s former employer; (iii) 8,000 units held by the Turner Family Partnership; and (iv) 157,790 units held by the Turner Liquidating Trust. The voting and disposition of the units held by the Stephens Group partnership is controlled by the board of directors of the Stephens Group. With respect to the units held by the Turner Family Partnership, Mr. Turner exercises voting and dispositive power as the general partner of the partnership; however, he disclaims beneficial ownership of these units, except to the extent of his interest in the partnership. With respect to the units held by the Turner Liquidating Trust, Mr. Turner exercises one-third of the shared voting and dispositive power with the administrator of the liquidating trust and Mr. Turner’s ex-wife, who beneficially owns an additional 157,790 units.
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (1)
|
||||
Equity compensation plans approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
27,197
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
27,197
|
|
(1)
|
As of January 1, 2017, the number of units awarded for future issuances increased by 500,000 to 527,197 as the Partnership completed a qualifying equity issuance event during
2016
.
|
Item 13.
|
Certain Relationships, Related Transactions and Director Independence
|
Transaction
|
Explanation
|
Amount/Value
|
|
|
|
2016 quarterly distributions on limited partner interests and IDRs held by affiliates.
|
Represents the aggregate amount of distributions made to affiliates of our general partner in respect of common and subordinated units and IDRs during 2016.
|
$220 million
|
|
|
|
Fuel sold to affiliates.
|
Total revenues we received for fuel gallons sold by us to affiliates of our general partner for 2016.
|
$62 million
|
|
|
|
Bulk purchases of motor fuel from ETP and its affiliates.
|
Represents payments made to ETP and its affiliates for bulk motor fuel purchases.
|
$1.9 billion
|
|
|
|
Reimbursement to our general partner for certain allocated overhead and other expenses.
|
Total payment to our general partner for reimbursement of overhead and other expenses, including employee compensation costs relating to employees supporting our operations, for 2016 pursuant to the Omnibus Agreement fiscal year.
|
$2 million
|
•
|
Agreements with SXL
. Sunoco LLC has agreements with certain subsidiaries of SXL for various pipeline, terminalling and storage services provided by SXL to Sunoco LLC, including the storage, throughput and delivery of Sunoco LLC’s refined petroleum products. Sunoco LLC and SXL have also entered into agreements for the purchase and sale of fuel. SXL is a consolidated subsidiary of ETP.
|
•
|
Agreements with Philadelphia Energy Solutions
. Sunoco LLC is party to a supply agreement with a subsidiary of Philadelphia Energy Solutions LLC, an entity in which ETP indirectly owns a 33% non-controlling interest (‘‘PES’’). Pursuant to the supply agreement, PES sells ethanol to Sunoco LLC for blending with motor fuel. The volume of ethanol sold under the agreement equals the amount required for blending with the gasoline and diesel Sunoco LLC purchases under an intermediation agreement. The supply agreement also controls the sale of gasoline, diesel and alkylate from PES to Sunoco LLC if the intermediation agreement is terminated.
|
Item 14.
|
Principal Accounting Fees and Services
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||
Audit Fees (1)
|
$
|
2.8
|
|
|
$
|
1.7
|
|
Audit-Related Fees (2)
|
0.1
|
|
|
—
|
|
||
Tax Fees
|
—
|
|
|
—
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
2.9
|
|
|
$
|
1.7
|
|
(1)
|
Includes fees for audits of annual financial statements of our companies, reviews of the related quarterly financial statements, and services that are normally provided by the independent accountants in connection with statutory and regulatory filings or engagements, including reviews of documents filed with the SEC and services related to the audit of our internal control over financial reporting.
|
(2)
|
Included fees in 2016 for a prior year financial statement audit of a subsidiary in connection with a statutory requirement.
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits - The following documents are filed as part of this Annual Report on Form 10-K for the year ended
December 31, 2016
.
|
1.
|
Sunoco LP Audited Consolidated Financial Statements:
|
2.
|
Financial Statement Schedules - No schedules are included because the required information is inapplicable or is presented in the consolidated financial statements or related notes thereto.
|
3.
|
Exhibits:
|
Item 16.
|
Form 10-K Summary
|
Sunoco LP
|
|
By:
|
Sunoco GP LLC, its general partner
|
By:
|
/s/
Robert W. Owens
|
|
Robert W. Owens
|
|
President and Chief Executive Officer
|
|
(On behalf of the registrant, and in his capacity as Chief Executive Officer)
|
|
|
Date:
|
February 24, 2017
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Robert W. Owens
|
|
Director, President and Chief Executive Officer
|
|
February 24, 2017
|
Robert W. Owens
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/
Thomas R. Miller
|
|
Chief Financial Officer
|
|
February 24, 2017
|
Thomas R. Miller
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/
Leta G. McKinley
|
|
Vice President, Controller and Principal Accounting Officer
|
|
February 24, 2017
|
Leta G. McKinley
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Matthew S. Ramsey
|
|
Chairman of the Board
|
|
February 24, 2017
|
Matthew S. Ramsey
|
|
|
|
|
|
|
|
|
|
/s/
Thomas E. Long
|
|
Director
|
|
February 24, 2017
|
Thomas E. Long
|
|
|
|
|
|
|
|
|
|
/s/
James W. Bryant
|
|
Director
|
|
February 24, 2017
|
James W. Bryant
|
|
|
|
|
|
|
|
|
|
/s/
Christopher R. Curia
|
|
Director
|
|
February 24, 2017
|
Christopher R. Curia
|
|
|
|
|
|
|
|
|
|
/s/
K. Rick Turner
|
|
Director
|
|
February 24, 2017
|
K. Rick Turner
|
|
|
|
|
|
|
|
|
|
/s/
W. Brett Smith
|
|
Director
|
|
February 24, 2017
|
W. Brett Smith
|
|
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(in millions, except units)
|
||||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
119
|
|
|
$
|
73
|
|
Advances to affiliates
|
—
|
|
|
366
|
|
||
Accounts receivable, net
|
539
|
|
|
308
|
|
||
Receivables from affiliates
|
3
|
|
|
8
|
|
||
Inventories, net
|
573
|
|
|
467
|
|
||
Other current assets
|
155
|
|
|
46
|
|
||
Total current assets
|
1,389
|
|
|
1,268
|
|
||
Property and equipment, net
|
3,373
|
|
|
3,155
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
2,618
|
|
|
3,111
|
|
||
Intangible assets, net
|
1,255
|
|
|
1,260
|
|
||
Other noncurrent assets
|
66
|
|
|
48
|
|
||
Total assets
|
$
|
8,701
|
|
|
$
|
8,842
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
616
|
|
|
$
|
434
|
|
Accounts payable to affiliates
|
109
|
|
|
15
|
|
||
Advances from affiliates
|
87
|
|
|
—
|
|
||
Accrued expenses and other current liabilities
|
372
|
|
|
308
|
|
||
Current maturities of long-term debt
|
5
|
|
|
5
|
|
||
Total current liabilities
|
1,189
|
|
|
762
|
|
||
Revolving line of credit
|
1,000
|
|
|
450
|
|
||
Long-term debt, net
|
3,509
|
|
|
1,503
|
|
||
Deferred tax liability
|
643
|
|
|
694
|
|
||
Other noncurrent liabilities
|
164
|
|
|
170
|
|
||
Total liabilities
|
6,505
|
|
|
3,579
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
Limited partners:
|
|
|
|
||||
Common unitholders - public
(52,430,220 units issued and outstanding as of December 31, 2016 and 49,588,960 units issued and outstanding as of December 31, 2015) |
1,467
|
|
|
1,769
|
|
||
Common unitholders - affiliated
(45,750,826 units issued and outstanding as of December 31, 2016 and 37,776,746 units issued and outstanding as of December 31, 2015) |
729
|
|
|
1,276
|
|
||
Class A unitholders - held by subsidiary
(no units issued and outstanding as of December 31, 2016 and 11,018,744 units issued and outstanding as of December 31, 2015) |
—
|
|
|
—
|
|
||
Class C unitholders - held by subsidiary
(16,410,780 units issued and outstanding as of December 31, 2016 and no units issued and outstanding as of December 31, 2015) |
—
|
|
|
—
|
|
||
Total partners' capital
|
2,196
|
|
|
3,045
|
|
||
Predecessor equity
|
—
|
|
|
2,218
|
|
||
Total equity
|
2,196
|
|
|
5,263
|
|
||
Total liabilities and equity
|
$
|
8,701
|
|
|
$
|
8,842
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31,
2016 |
|
Year Ended December 31,
2015 |
|
September 1, 2014 through
December 31, 2014 |
|
|
January 1, 2014
through August 31, 2014 |
||||||||
|
(dollars in millions, except unit and per unit amounts)
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Retail motor fuel
|
$
|
5,261
|
|
|
$
|
5,891
|
|
|
$
|
2,377
|
|
|
|
$
|
—
|
|
Wholesale motor fuel sales to third parties
|
7,812
|
|
|
10,104
|
|
|
4,235
|
|
|
|
1,275
|
|
||||
Wholesale motor fuel sales to affiliates
|
62
|
|
|
20
|
|
|
—
|
|
|
|
2,200
|
|
||||
Merchandise
|
2,272
|
|
|
2,178
|
|
|
651
|
|
|
|
—
|
|
||||
Rental income
|
90
|
|
|
81
|
|
|
25
|
|
|
|
12
|
|
||||
Other
|
201
|
|
|
186
|
|
|
55
|
|
|
|
5
|
|
||||
Total revenues
|
15,698
|
|
|
18,460
|
|
|
7,343
|
|
|
|
3,492
|
|
||||
Cost of sales:
|
|
|
|
|
|
|
|
|
||||||||
Retail motor fuel cost of sales
|
4,650
|
|
|
5,256
|
|
|
2,106
|
|
|
|
—
|
|
||||
Wholesale motor fuel cost of sales
|
7,261
|
|
|
9,717
|
|
|
4,204
|
|
|
|
3,429
|
|
||||
Merchandise cost of sales
|
1,556
|
|
|
1,498
|
|
|
455
|
|
|
|
—
|
|
||||
Other
|
12
|
|
|
5
|
|
|
2
|
|
|
|
2
|
|
||||
Total cost of sales
|
13,479
|
|
|
16,476
|
|
|
6,767
|
|
|
|
3,431
|
|
||||
Gross profit
|
2,219
|
|
|
1,984
|
|
|
576
|
|
|
|
61
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
269
|
|
|
217
|
|
|
91
|
|
|
|
17
|
|
||||
Other operating
|
1,059
|
|
|
1,016
|
|
|
320
|
|
|
|
5
|
|
||||
Rent
|
140
|
|
|
140
|
|
|
42
|
|
|
|
1
|
|
||||
Loss (gain) on disposal of assets and impairment charge
|
680
|
|
|
(1
|
)
|
|
(1
|
)
|
|
|
—
|
|
||||
Depreciation, amortization and accretion
|
319
|
|
|
278
|
|
|
86
|
|
|
|
10
|
|
||||
Total operating expenses
|
2,467
|
|
|
1,650
|
|
|
538
|
|
|
|
33
|
|
||||
Income (loss) from operations
|
(248
|
)
|
|
334
|
|
|
38
|
|
|
|
28
|
|
||||
Interest expense, net
|
189
|
|
|
88
|
|
|
11
|
|
|
|
5
|
|
||||
Income (loss) before income taxes
|
(437
|
)
|
|
246
|
|
|
27
|
|
|
|
23
|
|
||||
Income tax expense (benefit)
|
(31
|
)
|
|
52
|
|
|
80
|
|
|
|
—
|
|
||||
Net income (loss) and comprehensive income (loss)
|
(406
|
)
|
|
194
|
|
|
(53
|
)
|
|
|
23
|
|
||||
Less: Net income and comprehensive income attributable to noncontrolling interest
|
—
|
|
|
4
|
|
|
1
|
|
|
|
—
|
|
||||
Less: Preacquisition income (loss) allocated to general partner
|
—
|
|
|
103
|
|
|
(88
|
)
|
|
|
—
|
|
||||
Net income (loss) and comprehensive income (loss) attributable to partners
|
(406
|
)
|
|
87
|
|
|
34
|
|
|
|
23
|
|
||||
Net income (loss) per limited partner unit:
|
|
|
|
|
|
|
|
|
||||||||
Common - basic and diluted
|
$
|
(5.26
|
)
|
|
$
|
1.11
|
|
|
$
|
0.85
|
|
|
|
$
|
1.02
|
|
Subordinated - basic and diluted
|
$
|
—
|
|
|
$
|
1.40
|
|
|
$
|
0.85
|
|
|
|
$
|
1.02
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Common units - public (basic)
|
49,785,543
|
|
|
24,550,388
|
|
|
20,493,065
|
|
|
|
10,944,309
|
|
||||
Common units - public (diluted)
|
49,813,848
|
|
|
24,572,126
|
|
|
20,499,447
|
|
|
|
10,969,437
|
|
||||
Common units - affiliated (basic and diluted)
|
43,789,987
|
|
|
15,703,525
|
|
|
79,308
|
|
|
|
79,308
|
|
||||
Subordinated units - affiliated (basic and diluted)
|
—
|
|
|
10,010,333
|
|
|
10,939,436
|
|
|
|
10,939,436
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash distribution per unit
|
$
|
3.29
|
|
|
$
|
2.89
|
|
|
$
|
1.15
|
|
|
|
$
|
1.02
|
|
|
Common Units-Public
|
|
Common Units-Affiliated
|
|
Subordinated Units-Affiliated
|
|
Predecessor
Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||
Predecessor:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2013
|
$
|
210
|
|
|
$
|
1
|
|
|
$
|
(132
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79
|
|
Cash distributions to unitholders
|
(16
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
||||||
Unit-based compensation
|
2
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Partnership net income
|
11
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||
Balance at August 31, 2014
|
207
|
|
|
1
|
|
|
(134
|
)
|
|
—
|
|
|
—
|
|
|
74
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Successor:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allocation of ETP merger "push down"
|
253
|
|
|
3
|
|
|
366
|
|
|
—
|
|
|
—
|
|
|
622
|
|
||||||
Equity offering, net
|
405
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
405
|
|
||||||
Contribution of MACS from ETP
|
—
|
|
|
591
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
584
|
|
||||||
Cash distribution to ETP for MACS
|
—
|
|
|
(566
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(566
|
)
|
||||||
Cash distributions to unitholders
|
(10
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
||||||
Elimination of intercompany investments
|
—
|
|
|
(4
|
)
|
|
(128
|
)
|
|
112
|
|
|
—
|
|
|
(20
|
)
|
||||||
Predecessor equity - Sunoco LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
1,027
|
|
|
—
|
|
|
1,027
|
|
||||||
Predecessor equity - Susser, net
|
—
|
|
|
—
|
|
|
(109
|
)
|
|
1,903
|
|
|
—
|
|
|
1,794
|
|
||||||
Predecessor equity - Sunoco Retail
|
—
|
|
|
—
|
|
|
—
|
|
|
2,136
|
|
|
—
|
|
|
2,136
|
|
||||||
Predecessor equity - Sunoco Retail
contributions from ETP |
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
||||||
Unit-based compensation
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Partnership net income (loss)
|
19
|
|
|
4
|
|
|
11
|
|
|
(88
|
)
|
|
1
|
|
|
(53
|
)
|
||||||
Balance at December 31, 2014
|
875
|
|
|
27
|
|
|
—
|
|
|
5,112
|
|
|
(6
|
)
|
|
6,008
|
|
||||||
Contribution of Sunoco LLC from ETP
|
—
|
|
|
—
|
|
|
—
|
|
|
(775
|
)
|
|
—
|
|
|
(775
|
)
|
||||||
Contribution of Susser from ETP
|
—
|
|
|
—
|
|
|
—
|
|
|
(967
|
)
|
|
—
|
|
|
(967
|
)
|
||||||
Contribution of assets between entities under
common control above historic cost |
—
|
|
|
1
|
|
|
60
|
|
|
(1,069
|
)
|
|
—
|
|
|
(1,008
|
)
|
||||||
Cancellation of promissory note with ETP
|
—
|
|
|
255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
255
|
|
||||||
Cash distribution to ETP
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(179
|
)
|
|
—
|
|
|
(204
|
)
|
||||||
Cash distribution to unitholders
|
(61
|
)
|
|
(51
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(120
|
)
|
||||||
Equity issued to ETP
|
—
|
|
|
1,008
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,008
|
|
||||||
Public equity offering, net
|
899
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
899
|
|
||||||
Subordinated unit conversion
|
—
|
|
|
60
|
|
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unit-based compensation
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Other
|
(1
|
)
|
|
(29
|
)
|
|
—
|
|
|
(7
|
)
|
|
2
|
|
|
(35
|
)
|
||||||
Partnership net income
|
53
|
|
|
26
|
|
|
8
|
|
|
103
|
|
|
4
|
|
|
194
|
|
||||||
Balance at December 31, 2015
|
1,769
|
|
|
1,276
|
|
|
—
|
|
|
2,218
|
|
|
—
|
|
|
5,263
|
|
||||||
Contribution of Sunoco Retail & Sunoco LLC from ETP
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,200
|
)
|
|
—
|
|
|
(2,200
|
)
|
||||||
Equity issued to ETP
|
—
|
|
|
194
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
194
|
|
||||||
Equity issued to ETE, net of issuance costs
|
—
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
||||||
Equity issued under ATM issuance, net
|
71
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
||||||
Contribution of assets between entities under
common control above historic cost |
—
|
|
|
(374
|
)
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(392
|
)
|
||||||
Cash distribution to unitholders
|
(164
|
)
|
|
(222
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(386
|
)
|
||||||
Cash distribution to ETP
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
||||||
Unit-based compensation
|
7
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Other
|
(1
|
)
|
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||||
Partnership net loss
|
(215
|
)
|
|
(191
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(406
|
)
|
||||||
Balance at December 31, 2016
|
$
|
1,467
|
|
|
$
|
729
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,196
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
September 1, 2014
through
December 31, 2014
|
|
|
January 1, 2014
through
August 31, 2014
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
(406
|
)
|
|
$
|
194
|
|
|
$
|
(53
|
)
|
|
|
$
|
23
|
|
Adjustments to reconcile net income (loss) to net cash provided
by operating activities: |
|
|
|
|
|
|
|
|
||||||||
Depreciation, amortization and accretion
|
319
|
|
|
278
|
|
|
86
|
|
|
|
10
|
|
||||
Amortization of deferred financing fees
|
11
|
|
|
4
|
|
|
2
|
|
|
|
—
|
|
||||
Loss (gain) on disposal of assets and impairment charge
|
680
|
|
|
(1
|
)
|
|
(1
|
)
|
|
|
—
|
|
||||
Non-cash unit based compensation expense
|
13
|
|
|
8
|
|
|
1
|
|
|
|
5
|
|
||||
Deferred income tax
|
(31
|
)
|
|
36
|
|
|
19
|
|
|
|
—
|
|
||||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
(215
|
)
|
|
(4
|
)
|
|
310
|
|
|
|
(4
|
)
|
||||
Accounts receivable from affiliates
|
5
|
|
|
(11
|
)
|
|
1
|
|
|
|
(23
|
)
|
||||
Inventories
|
(91
|
)
|
|
24
|
|
|
124
|
|
|
|
(11
|
)
|
||||
Other assets
|
(78
|
)
|
|
26
|
|
|
93
|
|
|
|
(1
|
)
|
||||
Accounts payable
|
197
|
|
|
(38
|
)
|
|
(325
|
)
|
|
|
31
|
|
||||
Accounts payable to affiliates
|
94
|
|
|
(42
|
)
|
|
(16
|
)
|
|
|
—
|
|
||||
Accrued liabilities
|
56
|
|
|
(33
|
)
|
|
20
|
|
|
|
2
|
|
||||
Other noncurrent liabilities
|
7
|
|
|
(3
|
)
|
|
59
|
|
|
|
1
|
|
||||
Net cash provided by operating activities
|
561
|
|
|
438
|
|
|
320
|
|
|
|
33
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(439
|
)
|
|
(491
|
)
|
|
(154
|
)
|
|
|
(89
|
)
|
||||
Purchase of intangible assets
|
(51
|
)
|
|
(61
|
)
|
|
(13
|
)
|
|
|
(4
|
)
|
||||
Redemption of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
|
26
|
|
||||
Acquisition of MACS
|
—
|
|
|
—
|
|
|
(566
|
)
|
|
|
—
|
|
||||
Acquisition of Aloha, net of cash acquired
|
—
|
|
|
—
|
|
|
(237
|
)
|
|
|
—
|
|
||||
Acquisition of Sunoco LLC and Sunoco Retail LLC
|
(2,200
|
)
|
|
(775
|
)
|
|
—
|
|
|
|
—
|
|
||||
Acquisition of Susser Holdings
|
—
|
|
|
(967
|
)
|
|
—
|
|
|
|
—
|
|
||||
Acquisition of Aziz
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
|
—
|
|
||||
Acquisition from Alta East
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
|
—
|
|
||||
Acquisition of VIE assets
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
|
—
|
|
||||
Acquisition of Valentine
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Acquisition of Emerge fuels business, net of cash acquired
|
(171
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Acquisition of Denny
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Other acquisitions
|
(39
|
)
|
|
(24
|
)
|
|
—
|
|
|
|
—
|
|
||||
Proceeds from disposal of property and equipment
|
17
|
|
|
16
|
|
|
17
|
|
|
|
—
|
|
||||
Net cash used in investing activities
|
(3,016
|
)
|
|
(2,455
|
)
|
|
(953
|
)
|
|
|
(67
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of long-term debt
|
2,835
|
|
|
1,400
|
|
|
—
|
|
|
|
—
|
|
||||
Payments on long-term debt
|
(808
|
)
|
|
(242
|
)
|
|
(82
|
)
|
|
|
(26
|
)
|
||||
Revolver borrowings
|
2,811
|
|
|
1,471
|
|
|
1,137
|
|
|
|
565
|
|
||||
Revolver repayments
|
(2,261
|
)
|
|
(1,449
|
)
|
|
(699
|
)
|
|
|
(477
|
)
|
||||
Loan origination costs
|
(30
|
)
|
|
(22
|
)
|
|
(8
|
)
|
|
|
—
|
|
||||
Advances from (to) affiliates
|
255
|
|
|
221
|
|
|
(117
|
)
|
|
|
—
|
|
||||
Equity issued to ETE, net of issuance costs
|
61
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Proceeds from issuance of common units, net of offering costs
|
71
|
|
|
899
|
|
|
405
|
|
|
|
—
|
|
||||
Distributions to ETP
|
(50
|
)
|
|
(204
|
)
|
|
—
|
|
|
|
—
|
|
||||
Other cash from financing activities, net
|
3
|
|
|
(1
|
)
|
|
—
|
|
|
|
—
|
|
||||
Distributions to unitholders
|
(386
|
)
|
|
(120
|
)
|
|
(18
|
)
|
|
|
(33
|
)
|
||||
Net cash provided by financing activities
|
2,501
|
|
|
1,953
|
|
|
618
|
|
|
|
29
|
|
||||
Net increase (decrease) in cash
|
46
|
|
|
(64
|
)
|
|
(15
|
)
|
|
|
(5
|
)
|
||||
Cash and cash equivalents at beginning of period
|
73
|
|
|
137
|
|
|
152
|
|
|
|
8
|
|
||||
Cash and cash equivalents at end of period
|
$
|
119
|
|
|
$
|
73
|
|
|
$
|
137
|
|
|
|
$
|
3
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
September 1, 2014
through
December 31, 2014
|
|
|
January 1, 2014
through
August 31, 2014
|
||||||||
|
(in millions)
|
|||||||||||||||
Supplemental disclosure of non-cash investing activities:
|
|
|
|
|
|
|
|
|
||||||||
"Push down" accounting from ETP merger
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
624
|
|
|
|
$
|
—
|
|
Non-cash (distribution) contribution
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
22
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Supplemental disclosure of non-cash financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Cancellation of promissory note with ETP
|
$
|
—
|
|
|
$
|
255
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Increase in partners' equity related to ETP Merger
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
622
|
|
|
|
$
|
—
|
|
Equity issued to ETP and ETE
|
$
|
255
|
|
|
$
|
1,008
|
|
|
$
|
212
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
||||||||
Interest paid
|
$
|
188
|
|
|
$
|
60
|
|
|
$
|
8
|
|
|
|
$
|
5
|
|
Income taxes paid (refunded), net
|
$
|
(30
|
)
|
|
$
|
51
|
|
|
$
|
2
|
|
|
|
$
|
—
|
|
1.
|
Organization and Principles of Consolidation
|
•
|
Susser Petroleum Operating Company LLC (“SPOC”), a Delaware limited liability company, distributes motor fuel, propane and lubricating oils to Stripes’ retail locations, consignment locations, and third party customers in Texas, New Mexico, Oklahoma, Louisiana and Kansas.
|
•
|
Sunoco LLC, a Delaware limited liability company, primarily distributes motor fuel in more than
26
states throughout the East Coast, Midwest and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama and the Greater Dallas, TX metroplex.
|
•
|
Southside Oil, LLC, a Virginia limited liability company, distributes motor fuel, primarily in Georgia, Maryland, New York, Tennessee, and Virginia.
|
•
|
Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands.
|
•
|
Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.
|
•
|
Susser, a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, and Oklahoma through Stripes-branded convenience stores.
|
•
|
Sunoco Retail, a Pennsylvania limited liability company, owns and operates convenience stores that sell motor fuel and merchandise primarily in Pennsylvania, New York, and Florida.
|
•
|
MACS Retail LLC, a Virginia limited liability company, owns and operates convenience stores, in Virginia, Maryland, and Tennessee.
|
•
|
Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates convenience stores on the Hawaiian Islands.
|
2.
|
Summary of Significant Accounting Policies
|
3.
|
Mergers and Acquisitions
|
•
|
synergies created from a reduction in workforce;
|
•
|
synergies created through increased fuel purchasing advantages, merchandising and improved “buying power” reflecting economies of scale; and
|
•
|
the consideration of the highest and best use of the assets through discussion amongst the management group, the qualitative characteristics of the assets acquired, observations from past transactions within the industry regarding the use of assets subsequent to the respective acquisitions, and senior management’s future plans for the assets acquired and the related forecasts.
|
|
August 31, 2014
|
||
Current assets
|
$
|
171
|
|
Property and equipment
|
273
|
|
|
Goodwill
|
590
|
|
|
Intangible assets
|
70
|
|
|
Other noncurrent assets
|
1
|
|
|
Current liabilities
|
(154
|
)
|
|
Other noncurrent liabilities
|
(255
|
)
|
|
Net assets
|
$
|
696
|
|
|
August 31, 2014
|
||
Current assets
|
$
|
97
|
|
Property and equipment
|
464
|
|
|
Goodwill
|
119
|
|
|
Intangible assets
|
91
|
|
|
Other noncurrent assets
|
48
|
|
|
Current liabilities
|
(45
|
)
|
|
Other noncurrent liabilities
|
(187
|
)
|
|
Net assets
|
587
|
|
|
Net deemed contribution
|
(21
|
)
|
|
Cash acquired
|
(61
|
)
|
|
Total cash consideration, net of cash acquired
|
$
|
505
|
|
•
|
synergies created through increased fuel purchasing advantages, merchandising and improved “buying power” reflecting economies of scale;
|
•
|
strategic advantages of Aloha due to its particular assets;
|
•
|
Aloha’s history;
|
•
|
the nature of Aloha’s products and services and its competitive position in the marketplaces; and
|
•
|
Aloha’s competitors in the geographically isolated market.
|
|
December 16, 2014
|
||
Current assets
|
$
|
67
|
|
Property and equipment
|
128
|
|
|
Goodwill
|
106
|
|
|
Intangible assets
|
74
|
|
|
Other noncurrent assets
|
1
|
|
|
Current liabilities
|
(20
|
)
|
|
Other noncurrent liabilities
|
(71
|
)
|
|
Total consideration
|
285
|
|
|
Cash acquired
|
(31
|
)
|
|
Contingent consideration
|
(18
|
)
|
|
Total cash consideration, net of cash acquired and contingent consideration
|
$
|
236
|
|
|
|
Sunoco LLC
|
|
Sunoco Retail
|
|
Total
|
||||||
Current assets
|
|
$
|
1,107
|
|
|
$
|
329
|
|
|
$
|
1,436
|
|
Property and equipment
|
|
384
|
|
|
710
|
|
|
1,094
|
|
|||
Goodwill
|
|
—
|
|
|
1,289
|
|
|
1,289
|
|
|||
Intangible assets
|
|
182
|
|
|
294
|
|
|
476
|
|
|||
Other noncurrent assets
|
|
2
|
|
|
—
|
|
|
2
|
|
|||
Current liabilities
|
|
(641
|
)
|
|
(146
|
)
|
|
(787
|
)
|
|||
Other noncurrent liabilities
|
|
(7
|
)
|
|
(340
|
)
|
|
(347
|
)
|
|||
Net assets
|
|
$
|
1,027
|
|
|
$
|
2,136
|
|
|
$
|
3,163
|
|
Net deemed contribution
|
|
|
|
|
|
(188
|
)
|
|||||
Cash acquired
|
|
|
|
|
|
(24
|
)
|
|||||
Total cash consideration, net of cash acquired (1)
|
|
|
|
|
|
$
|
2,951
|
|
(1)
|
Total cash consideration, net of cash acquired, includes
$775 million
paid on April 1, 2015 and
$2.2 billion
paid on March 31, 2016.
|
|
August 31, 2014
|
||
Current assets
|
$
|
217
|
|
Property and equipment
|
984
|
|
|
Goodwill
|
977
|
|
|
Intangible assets
|
541
|
|
|
Other noncurrent assets
|
38
|
|
|
Current liabilities
|
(246
|
)
|
|
Other noncurrent liabilities
|
(842
|
)
|
|
Net assets
|
1,669
|
|
|
Net deemed contribution
|
(702
|
)
|
|
Cash acquired
|
(64
|
)
|
|
Total cash consideration, net of cash acquired
|
$
|
903
|
|
•
|
synergies created through increased fuel purchasing advantages and integration with our existing wholesale business;
|
•
|
strategic advantages of owning transmix processing plants and increasing our terminal capacity; and
|
•
|
competitors processing transmix in the geographic region.
|
|
|
August 31, 2016
|
||
Current assets
|
|
$
|
26
|
|
Property and equipment
|
|
60
|
|
|
Goodwill
|
|
78
|
|
|
Intangible assets
|
|
23
|
|
|
Current liabilities
|
|
(16
|
)
|
|
Net assets
|
|
171
|
|
|
Cash acquired
|
|
—
|
|
|
Total cash consideration, net of cash acquired
|
|
$
|
171
|
|
4.
|
Variable Interest Entities
|
5.
|
Accounts Receivable, net
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(in millions)
|
||||||
Accounts receivable, trade
|
$
|
361
|
|
|
$
|
161
|
|
Credit card receivables
|
133
|
|
|
98
|
|
||
Vendor receivables for rebates, branding, and other
|
21
|
|
|
15
|
|
||
Other receivables
|
27
|
|
|
38
|
|
||
Allowance for doubtful accounts
|
(3
|
)
|
|
(4
|
)
|
||
Accounts receivable, net
|
$
|
539
|
|
|
$
|
308
|
|
6.
|
Inventories, net
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(in millions)
|
||||||
Fuel-retail
|
$
|
58
|
|
|
$
|
43
|
|
Fuel-wholesale
|
364
|
|
|
283
|
|
||
Fuel-consignment
|
5
|
|
|
4
|
|
||
Merchandise
|
123
|
|
|
116
|
|
||
Equipment and maintenance spare parts
|
13
|
|
|
13
|
|
||
Other
|
10
|
|
|
8
|
|
||
Inventories, net
|
$
|
573
|
|
|
$
|
467
|
|
7.
|
Property and Equipment, net
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(in millions)
|
||||||
Land
|
$
|
1,105
|
|
|
$
|
1,032
|
|
Buildings and leasehold improvements
|
1,491
|
|
|
1,151
|
|
||
Equipment
|
1,141
|
|
|
1,214
|
|
||
Construction in progress
|
294
|
|
|
97
|
|
||
Total property and equipment
|
4,031
|
|
|
3,494
|
|
||
Less: accumulated depreciation
|
658
|
|
|
339
|
|
||
Property and equipment, net
|
$
|
3,373
|
|
|
$
|
3,155
|
|
8.
|
Goodwill and Other Intangible Assets
|
|
Segment
|
|
|
||||||||
|
Wholesale
|
|
Retail
|
|
Consolidated
|
||||||
|
(in millions)
|
||||||||||
Balance at December 31, 2014
|
$
|
724
|
|
|
$
|
2,420
|
|
|
$
|
3,144
|
|
Goodwill adjustment related to ETP "push down" accounting,
net of previously recognized goodwill |
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|||
Goodwill adjustment related to Aloha acquisition
|
(54
|
)
|
|
5
|
|
|
(49
|
)
|
|||
Goodwill related to Alta East acquisition
|
17
|
|
|
—
|
|
|
17
|
|
|||
Goodwill related to other acquisitions
|
—
|
|
|
13
|
|
|
13
|
|
|||
Balance at December 31, 2015
|
687
|
|
|
2,424
|
|
|
3,111
|
|
|||
Goodwill adjustment related to Alta East acquisition
|
2
|
|
|
—
|
|
|
2
|
|
|||
Goodwill related to Kolkhorst acquisition
|
—
|
|
|
19
|
|
|
19
|
|
|||
Goodwill related to Valentine acquisition
|
—
|
|
|
42
|
|
|
42
|
|
|||
Goodwill related to Emerge acquisition
|
78
|
|
|
—
|
|
|
78
|
|
|||
Goodwill related to Denny acquisition
|
—
|
|
|
1
|
|
|
1
|
|
|||
Goodwill adjustment related to other acquisitions
|
—
|
|
|
7
|
|
|
7
|
|
|||
Goodwill impairment
|
—
|
|
|
(642
|
)
|
|
(642
|
)
|
|||
Balance at December 31, 2016
|
$
|
767
|
|
|
$
|
1,851
|
|
|
$
|
2,618
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Book Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Book Value
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Indefinite-lived
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Tradenames
|
$
|
752
|
|
|
$
|
7
|
|
|
$
|
745
|
|
|
$
|
784
|
|
|
$
|
7
|
|
|
$
|
777
|
|
Contractual rights
|
43
|
|
|
—
|
|
|
43
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||||
Liquor licenses
|
16
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||
Finite-lived
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relations including supply agreements
|
631
|
|
|
208
|
|
|
423
|
|
|
551
|
|
|
150
|
|
|
401
|
|
||||||
Favorable leasehold arrangements, net
|
23
|
|
|
6
|
|
|
17
|
|
|
23
|
|
|
1
|
|
|
22
|
|
||||||
Loan origination costs
|
10
|
|
|
4
|
|
|
6
|
|
|
9
|
|
|
2
|
|
|
7
|
|
||||||
Other intangibles
|
7
|
|
|
2
|
|
|
5
|
|
|
4
|
|
|
1
|
|
|
3
|
|
||||||
Intangible assets, net
|
$
|
1,482
|
|
|
$
|
227
|
|
|
$
|
1,255
|
|
|
$
|
1,421
|
|
|
$
|
161
|
|
|
$
|
1,260
|
|
|
Amortization
|
|
Interest
|
||||
2017
|
$
|
65
|
|
|
$
|
2
|
|
2018
|
63
|
|
|
2
|
|
||
2019
|
61
|
|
|
2
|
|
||
2020
|
56
|
|
|
—
|
|
||
2021
|
39
|
|
|
—
|
|
||
Thereafter
|
161
|
|
|
—
|
|
||
Total
|
$
|
445
|
|
|
$
|
6
|
|
9.
|
Accrued Expenses and Other Current Liabilities
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(in millions)
|
||||||
Wage and other employee-related accrued expenses
|
$
|
42
|
|
|
$
|
26
|
|
Franchise agreement termination accrual
|
2
|
|
|
4
|
|
||
Accrued tax expense
|
154
|
|
|
102
|
|
||
Accrued insurance
|
23
|
|
|
33
|
|
||
Reserve for environmental remediation, current
|
5
|
|
|
8
|
|
||
Accrued interest expense
|
39
|
|
|
28
|
|
||
Deposits and other
|
107
|
|
|
107
|
|
||
Total
|
$
|
372
|
|
|
$
|
308
|
|
10.
|
Long-Term Debt
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(in millions)
|
||||||
Term Loan
|
$
|
1,243
|
|
|
$
|
—
|
|
Sale leaseback financing obligation
|
117
|
|
|
122
|
|
||
2014 Revolver
|
1,000
|
|
|
450
|
|
||
6.375% Senior Notes Due 2023
|
800
|
|
|
800
|
|
||
5.500% Senior Notes Due 2020
|
600
|
|
|
600
|
|
||
6.250% Senior Notes Due 2021
|
800
|
|
|
—
|
|
||
Capital lease obligation and notes payable
|
1
|
|
|
4
|
|
||
Total debt
|
4,561
|
|
|
1,976
|
|
||
Less: current maturities
|
5
|
|
|
5
|
|
||
Less: debt issuance costs
|
47
|
|
|
18
|
|
||
Long-term debt, net of current maturities
|
$
|
4,509
|
|
|
$
|
1,953
|
|
2017
|
$
|
5
|
|
2018
|
5
|
|
|
2019
|
2,248
|
|
|
2020
|
606
|
|
|
2021
|
806
|
|
|
Thereafter
|
891
|
|
|
Total
|
$
|
4,561
|
|
Level 1
|
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
|
Level 2
|
Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
|
Level 3
|
Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
|
11.
|
Other Noncurrent Liabilities
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(in millions)
|
||||||
Accrued straight-line rent
|
$
|
10
|
|
|
$
|
16
|
|
Reserve for underground storage tank removal
|
53
|
|
|
55
|
|
||
Reserve for environmental remediation, long-term
|
35
|
|
|
29
|
|
||
Unfavorable lease liability
|
30
|
|
|
32
|
|
||
Others
|
36
|
|
|
38
|
|
||
Total
|
$
|
164
|
|
|
$
|
170
|
|
|
Year Ended December 31
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Balance at beginning of year
|
$
|
55
|
|
|
$
|
53
|
|
Liabilities incurred
|
5
|
|
|
1
|
|
||
Liabilities settled
|
(2
|
)
|
|
(2
|
)
|
||
Accretion expense
|
4
|
|
|
3
|
|
||
Revision of estimated cash flows
|
(9
|
)
|
|
—
|
|
||
Balance at end of year
|
$
|
53
|
|
|
$
|
55
|
|
12.
|
Related-Party Transactions
|
•
|
Philadelphia Energy Solutions Products Purchase Agreements –
two
related products purchase agreements,
one
with Philadelphia Energy Solutions Refining & Marketing ("PES") and
one
with PES's product financier Merrill Lynch Commodities; both purchase agreements contain
12
-month terms that automatically renew for consecutive
12
-month terms until either party cancels with notice. ETP Retail owns a noncontrolling interest in the parent of PES.
|
•
|
Sunoco Logistics Partners L.P. ("SXL") Transportation and Terminalling Contracts – various agreements with subsidiaries of SXL for pipeline, terminalling and storage services. We also have agreements with subsidiaries of SXL for the purchase and sale of fuel. SXL is a consolidated subsidiary of ETP.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
September 1, 2014
through
December 31, 2014
|
|
|
January 1, 2014 through
August 31, 2014
|
||||||||
Motor fuel sales to affiliates
|
$
|
62
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
|
$
|
2,200
|
|
Bulk fuel purchases from affiliates
|
$
|
1,867
|
|
|
$
|
2,449
|
|
|
$
|
52
|
|
|
|
$
|
—
|
|
Allocated cost of employees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
9
|
|
Transportation charges from Susser
for delivery of motor fuel |
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
38
|
|
Purchase of stores from Susser
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
81
|
|
•
|
Net advances from affiliates were
$87 million
at
December 31, 2016
. Net advances to affiliates were
$366 million
at
December 31, 2015
. Advances to and from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Sunoco, Inc. (R&M) and Sunoco Retail and Sunoco, Inc. (R&M), which are in place for purposes of cash management.
|
•
|
Net accounts receivable from affiliates were
$3 million
and
$8 million
at
December 31, 2016
and
2015
, respectively, which are primarily related to motor fuel purchases from us.
|
•
|
Net accounts payable to affiliates was
$109 million
and
$15 million
as of
December 31, 2016
and
2015
, respectively, attributable to operational expenses.
|
13.
|
Commitments and Contingencies
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
September 1, 2014
through
December 31, 2014
|
|
|
January 1, 2014
through
August 31, 2014
|
||||||||
|
(in millions)
|
|||||||||||||||
Cash rent:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Store base rent (1) (2)
|
$
|
116
|
|
|
$
|
127
|
|
|
$
|
35
|
|
|
|
$
|
1
|
|
Equipment and other rent (3)
|
21
|
|
|
16
|
|
|
6
|
|
|
|
—
|
|
||||
Total cash rent
|
137
|
|
|
143
|
|
|
41
|
|
|
|
1
|
|
||||
Non-cash rent:
|
|
|
|
|
|
|
|
|
|
|||||||
Straight-line rent
|
3
|
|
|
(2
|
)
|
|
1
|
|
|
|
—
|
|
||||
Capital lease offset
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
|
—
|
|
||||
Net rent expense
|
$
|
140
|
|
|
$
|
140
|
|
|
$
|
42
|
|
|
|
$
|
1
|
|
(1)
|
Rental income includes sublease rental income totaling
$29 million
,
$26 million
and
$8 million
for the years ended
December 31, 2016
and
2015
, and the Successor period September 1, 2014 through December 31, 2014, respectively, and was
$1 million
for the Predecessor period January 1, 2014 through August 31, 2014.
|
(2)
|
Store base rent includes contingent rent expense totaling
$23 million
,
$26 million
and
$10 million
for the years ended
December 31, 2016
and
2015
, and the Successor period September 1, 2014 through December 31, 2014, respectively, and was
zero
for the Predecessor period January 1, 2014 through August 31, 2014.
|
(3)
|
Equipment and other rent consists primarily of store equipment and vehicles.
|
2017
|
$
|
110
|
|
2018
|
99
|
|
|
2019
|
89
|
|
|
2020
|
84
|
|
|
2021
|
73
|
|
|
Thereafter
|
415
|
|
|
Total
|
$
|
870
|
|
14.
|
Rental Income under Operating Leases
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(in millions)
|
||||||
Land
|
$
|
127
|
|
|
$
|
141
|
|
Buildings and improvements
|
88
|
|
|
82
|
|
||
Equipment
|
55
|
|
|
37
|
|
||
Total property and equipment
|
270
|
|
|
260
|
|
||
Less: accumulated depreciation
|
(45
|
)
|
|
(30
|
)
|
||
Property and equipment, net
|
$
|
225
|
|
|
$
|
230
|
|
2017
|
$
|
27
|
|
2018
|
18
|
|
|
2019
|
11
|
|
|
2020
|
5
|
|
|
2021
|
2
|
|
|
Thereafter
|
2
|
|
|
Total minimum future rentals
|
$
|
65
|
|
15.
|
Interest Expense, net
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
September 1, 2014
through
December 31, 2014
|
|
|
January 1, 2014
through
August 31, 2014
|
||||||||
|
(in millions)
|
|||||||||||||||
Interest expense
|
$
|
188
|
|
|
$
|
87
|
|
|
$
|
9
|
|
|
|
$
|
5
|
|
Amortization of deferred financing fees
|
11
|
|
|
4
|
|
|
2
|
|
|
|
—
|
|
||||
Interest income
|
(10
|
)
|
|
(3
|
)
|
|
—
|
|
|
|
—
|
|
||||
Interest expense, net
|
$
|
189
|
|
|
$
|
88
|
|
|
$
|
11
|
|
|
|
$
|
5
|
|
16.
|
Income Tax Expense
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
September 1, 2014
through
December 31, 2014
|
|
|
January 1, 2014
through
August 31, 2014
|
||||||||
|
(in millions)
|
|||||||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Federal
|
$
|
(7
|
)
|
|
$
|
12
|
|
|
$
|
51
|
|
|
|
$
|
—
|
|
State
|
7
|
|
|
4
|
|
|
10
|
|
|
|
—
|
|
||||
Total current income tax expense
|
—
|
|
|
16
|
|
|
61
|
|
|
|
—
|
|
||||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||||||
Federal
|
(44
|
)
|
|
16
|
|
|
22
|
|
|
|
—
|
|
||||
State
|
13
|
|
|
20
|
|
|
(3
|
)
|
|
|
—
|
|
||||
Total deferred tax expense (benefit)
|
(31
|
)
|
|
36
|
|
|
19
|
|
|
|
—
|
|
||||
Net income tax expense (benefit)
|
$
|
(31
|
)
|
|
$
|
52
|
|
|
$
|
80
|
|
|
|
$
|
—
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
September 1, 2014
through
December 31, 2014
|
|
|
January 1, 2014
through
August 31, 2014
|
||||||||
|
(in millions)
|
|||||||||||||||
Tax at statutory federal rate
|
$
|
(153
|
)
|
|
$
|
86
|
|
|
$
|
10
|
|
|
|
$
|
8
|
|
Partnership earnings not subject to tax
|
(124
|
)
|
|
(55
|
)
|
|
24
|
|
|
|
(8
|
)
|
||||
Goodwill impairment
|
225
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revaluation of investments in affiliates
|
—
|
|
|
9
|
|
|
45
|
|
|
|
—
|
|
||||
State and local tax, net of federal benefit
|
13
|
|
|
13
|
|
|
4
|
|
|
|
—
|
|
||||
Other
|
8
|
|
|
(1
|
)
|
|
(3
|
)
|
|
|
—
|
|
||||
Net income tax expense (benefit)
|
$
|
(31
|
)
|
|
$
|
52
|
|
|
$
|
80
|
|
|
|
$
|
—
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(in millions)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Environmental, asset retirement obligations, and other reserves
|
$
|
28
|
|
|
$
|
35
|
|
Inventories
|
12
|
|
|
5
|
|
||
Net operating loss carry forwards
|
92
|
|
|
62
|
|
||
Other
|
61
|
|
|
23
|
|
||
Total deferred tax assets
|
193
|
|
|
125
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Fixed assets
|
506
|
|
|
442
|
|
||
Trademarks and other intangibles
|
272
|
|
|
292
|
|
||
Investments in affiliates
|
58
|
|
|
85
|
|
||
Total deferred tax liabilities
|
836
|
|
|
819
|
|
||
Net deferred income tax liabilities
|
$
|
643
|
|
|
$
|
694
|
|
17.
|
Partners’ Capital
|
|
Number of Units
|
|
Number of common units at December 31, 2015
|
87,365,706
|
|
Common units issued in connection with ETP Dropdown
|
5,710,922
|
|
Common units issued in connection with the PIPE Transaction
|
2,263,158
|
|
Common units issued in connection with the ATM
|
2,840,399
|
|
Phantom unit vesting
|
861
|
|
Number of common units at December 31, 2016
|
98,181,046
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
September 1, 2014
through
December 31, 2014
|
|
|
January 1, 2014
through
August 31, 2014
|
||||||||
Attributable to Common Units
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributions (a)
|
$
|
317
|
|
|
$
|
156
|
|
|
$
|
27
|
|
|
|
$
|
12
|
|
Distributions in excess of net income
|
(809
|
)
|
|
(112
|
)
|
|
(10
|
)
|
|
|
—
|
|
||||
Limited partners' interest in net income (loss)
|
$
|
(492
|
)
|
|
$
|
44
|
|
|
$
|
17
|
|
|
|
$
|
12
|
|
Attributable to Subordinated Units
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributions (a)
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
13
|
|
|
|
$
|
11
|
|
Distributions in excess of net income
|
—
|
|
|
(12
|
)
|
|
(3
|
)
|
|
|
—
|
|
||||
Limited partners' interest in net income
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
10
|
|
|
|
$
|
11
|
|
(a) Distributions declared per unit
to unitholders as of record date |
$
|
3.2938
|
|
|
$
|
2.8851
|
|
|
$
|
1.1457
|
|
|
|
$
|
1.0218
|
|
|
|
|
Marginal percentage interest in distributions
|
||||
|
Total quarterly distribution per Common unit
target amount
|
|
Common
Unitholders
|
|
Holder of IDRs
|
||
Minimum Quarterly Distribution
|
$0.4375
|
|
100
|
%
|
|
—
|
|
First Target Distribution
|
Above $0.4375 up to $0.503125
|
|
100
|
%
|
|
—
|
|
Second Target Distribution
|
Above $0.503125 up to $0.546875
|
|
85
|
%
|
|
15
|
%
|
Third Target Distribution
|
Above $0.546875 up to $0.656250
|
|
75
|
%
|
|
25
|
%
|
Thereafter
|
Above $0.656250
|
|
50
|
%
|
|
50
|
%
|
|
|
Limited Partners
|
|
|
||||||||
Payment Date
|
|
Per Unit Distribution
|
|
Total Cash Distribution
|
|
Distribution to IDR Holders
|
||||||
|
|
(in millions, except per unit amounts)
|
||||||||||
February 21, 2017
|
|
$
|
0.8255
|
|
|
$
|
81
|
|
|
$
|
21
|
|
November 15, 2016
|
|
$
|
0.8255
|
|
|
$
|
79
|
|
|
$
|
20
|
|
August 15, 2016
|
|
$
|
0.8255
|
|
|
$
|
79
|
|
|
$
|
20
|
|
May 16, 2016
|
|
$
|
0.8173
|
|
|
$
|
78
|
|
|
$
|
20
|
|
February 16, 2016
|
|
$
|
0.8013
|
|
|
$
|
70
|
|
|
$
|
17
|
|
November 27, 2015
|
|
$
|
0.7454
|
|
|
$
|
47
|
|
|
$
|
8
|
|
August 28, 2015
|
|
$
|
0.6934
|
|
|
$
|
29
|
|
|
$
|
3
|
|
May 29, 2015
|
|
$
|
0.6450
|
|
|
$
|
23
|
|
|
$
|
1
|
|
February 27, 2015
|
|
$
|
0.6000
|
|
|
$
|
21
|
|
|
$
|
1
|
|
November 28, 2014
|
|
$
|
0.5457
|
|
|
$
|
19
|
|
|
$
|
—
|
|
August 29, 2014
|
|
$
|
0.5197
|
|
|
$
|
11
|
|
|
$
|
—
|
|
May 30, 2014
|
|
$
|
0.5021
|
|
|
$
|
11
|
|
|
$
|
—
|
|
February 28, 2014
|
|
$
|
0.4851
|
|
|
$
|
11
|
|
|
$
|
—
|
|
18.
|
Unit-Based Compensation
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
September 1, 2014
through
December 31, 2014
|
|
|
January 1, 2014
through
August 31, 2014
|
||||||||
Phantom common units (1)
|
$
|
11
|
|
|
$
|
7
|
|
|
$
|
4
|
|
|
|
$
|
1
|
|
Allocated expense from Parent (2)
|
2
|
|
|
1
|
|
|
1
|
|
|
|
4
|
|
||||
Total unit-based compensation expense
|
$
|
13
|
|
|
$
|
8
|
|
|
$
|
5
|
|
|
|
$
|
5
|
|
(1)
|
Excludes unit-based compensation expense related to units issued to non-employees.
|
(2)
|
Reflects expenses allocated to us by Susser prior to the ETP Merger and expenses allocated to us by ETP subsequent to the closing of the ETP Merger.
|
|
Number of Phantom Common Units
|
|
Weighted-Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2014
|
241,235
|
|
|
$
|
45.50
|
|
Granted
|
993,134
|
|
|
40.63
|
|
|
Forfeited
|
(87,321
|
)
|
|
50.71
|
|
|
Outstanding at December 31, 2015
|
1,147,048
|
|
|
41.19
|
|
|
Granted
|
966,337
|
|
|
26.95
|
|
|
Vested
|
(1,240
|
)
|
|
36.98
|
|
|
Forfeited
|
(98,511
|
)
|
|
39.77
|
|
|
Outstanding at December 31, 2016
|
2,013,634
|
|
|
$
|
34.43
|
|
19.
|
Segment Reporting
|
|
Wholesale
Segment
|
|
Retail
Segment
|
|
Intercompany
Eliminations
|
|
Totals
|
|||||||
|
(in millions)
|
|||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retail motor fuel
|
$
|
—
|
|
|
$
|
5,261
|
|
|
|
|
|
$
|
5,261
|
|
Wholesale motor fuel sales to third parties
|
7,812
|
|
|
—
|
|
|
|
|
|
7,812
|
|
|||
Wholesale motor fuel sales to affiliates
|
62
|
|
|
—
|
|
|
|
|
|
62
|
|
|||
Merchandise
|
—
|
|
|
2,272
|
|
|
|
|
|
2,272
|
|
|||
Rental income
|
76
|
|
|
14
|
|
|
|
|
|
90
|
|
|||
Other
|
45
|
|
|
156
|
|
|
|
|
|
201
|
|
|||
Intersegment sales
|
3,823
|
|
|
133
|
|
|
(3,956
|
)
|
|
—
|
|
|||
Total revenue
|
11,818
|
|
|
7,836
|
|
|
(3,956
|
)
|
|
15,698
|
|
|||
Gross profit
|
|
|
|
|
|
|
|
|
||||||
Retail motor fuel
|
—
|
|
|
611
|
|
|
|
|
|
611
|
|
|||
Wholesale motor fuel
|
613
|
|
|
—
|
|
|
|
|
|
613
|
|
|||
Merchandise
|
—
|
|
|
716
|
|
|
|
|
|
716
|
|
|||
Rental and other
|
110
|
|
|
169
|
|
|
|
|
|
279
|
|
|||
Total gross profit
|
723
|
|
|
1,496
|
|
|
|
|
2,219
|
|
||||
Total operating expenses
|
390
|
|
|
2,077
|
|
|
|
|
|
2,467
|
|
|||
Income (loss) from operations
|
333
|
|
|
(581
|
)
|
|
|
|
|
(248
|
)
|
|||
Unallocated interest expense, net
|
59
|
|
|
130
|
|
|
|
|
|
189
|
|
|||
Income (loss) before income taxes
|
274
|
|
|
(711
|
)
|
|
|
|
|
(437
|
)
|
|||
Income tax expense (benefit)
|
5
|
|
|
(36
|
)
|
|
|
|
|
(31
|
)
|
|||
Net income (loss) and comprehensive income (loss)
|
$
|
269
|
|
|
$
|
(675
|
)
|
|
|
|
|
$
|
(406
|
)
|
Depreciation, amortization and accretion
|
94
|
|
|
225
|
|
|
|
|
|
319
|
|
|||
Interest expense, net
|
59
|
|
|
130
|
|
|
|
|
|
189
|
|
|||
Income tax expense (benefit)
|
5
|
|
|
(36
|
)
|
|
|
|
|
(31
|
)
|
|||
EBITDA
|
427
|
|
|
(356
|
)
|
|
|
|
|
71
|
|
|||
Non-cash compensation expense
|
6
|
|
|
7
|
|
|
|
|
|
13
|
|
|||
Loss (gain) on disposal of assets and impairment charges
|
(3
|
)
|
|
683
|
|
|
|
|
|
680
|
|
|||
Unrealized gain on commodity derivatives
|
5
|
|
|
—
|
|
|
|
|
|
5
|
|
|||
Inventory fair value adjustments
|
(98
|
)
|
|
(6
|
)
|
|
|
|
|
(104
|
)
|
|||
Adjusted EBITDA
|
$
|
337
|
|
|
$
|
328
|
|
|
|
|
|
$
|
665
|
|
Capital expenditures
|
$
|
112
|
|
|
$
|
327
|
|
|
|
|
|
$
|
439
|
|
Total assets
|
$
|
3,201
|
|
|
$
|
5,500
|
|
|
|
|
|
$
|
8,701
|
|
|
Wholesale
Segment
|
|
Retail
Segment
|
|
Intercompany
Eliminations
|
|
Totals
|
|||||||
|
(in millions)
|
|||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retail motor fuel
|
$
|
—
|
|
|
$
|
5,891
|
|
|
|
|
$
|
5,891
|
|
|
Wholesale motor fuel sales to third parties
|
10,104
|
|
|
—
|
|
|
|
|
10,104
|
|
||||
Wholesale motor fuel sales to affiliates
|
20
|
|
|
—
|
|
|
|
|
20
|
|
||||
Merchandise
|
—
|
|
|
2,178
|
|
|
|
|
2,178
|
|
||||
Rental income
|
52
|
|
|
29
|
|
|
|
|
81
|
|
||||
Other
|
28
|
|
|
158
|
|
|
|
|
186
|
|
||||
Intersegment sales
|
4,446
|
|
|
125
|
|
|
(4,571
|
)
|
|
—
|
|
|||
Total revenue
|
14,650
|
|
|
8,381
|
|
|
(4,571
|
)
|
|
18,460
|
|
|||
Gross profit
|
|
|
|
|
|
|
|
|||||||
Retail motor fuel
|
—
|
|
|
635
|
|
|
|
|
635
|
|
||||
Wholesale motor fuel
|
407
|
|
|
—
|
|
|
|
|
407
|
|
||||
Merchandise
|
—
|
|
|
680
|
|
|
|
|
680
|
|
||||
Rental and other
|
75
|
|
|
187
|
|
|
|
|
262
|
|
||||
Total gross profit
|
482
|
|
|
1,502
|
|
|
|
|
1,984
|
|
||||
Total operating expenses
|
331
|
|
|
1,319
|
|
|
|
|
1,650
|
|
||||
Income from operations
|
151
|
|
|
183
|
|
|
|
|
334
|
|
||||
Unallocated interest expense, net
|
55
|
|
|
33
|
|
|
|
|
88
|
|
||||
Income before income taxes
|
96
|
|
|
150
|
|
|
|
|
246
|
|
||||
Income tax expense
|
4
|
|
|
48
|
|
|
|
|
52
|
|
||||
Net income and comprehensive income
|
$
|
92
|
|
|
$
|
102
|
|
|
|
|
$
|
194
|
|
|
Depreciation, amortization and accretion
|
68
|
|
|
210
|
|
|
|
|
278
|
|
||||
Interest expense, net
|
55
|
|
|
33
|
|
|
|
|
88
|
|
||||
Income tax expense
|
4
|
|
|
48
|
|
|
|
|
52
|
|
||||
EBITDA
|
219
|
|
|
393
|
|
|
|
|
612
|
|
||||
Non-cash compensation expense
|
4
|
|
|
4
|
|
|
|
|
8
|
|
||||
Loss (gain) on disposal of assets
|
1
|
|
|
(2
|
)
|
|
|
|
(1
|
)
|
||||
Unrealized gain on commodity derivatives
|
2
|
|
|
—
|
|
|
|
|
2
|
|
||||
Inventory fair value adjustments
|
78
|
|
|
20
|
|
|
|
|
98
|
|
||||
Adjusted EBITDA
|
$
|
304
|
|
|
$
|
415
|
|
|
|
|
$
|
719
|
|
|
Capital expenditures
|
$
|
65
|
|
|
$
|
426
|
|
|
|
|
$
|
491
|
|
|
Total assets
|
$
|
2,926
|
|
|
$
|
5,916
|
|
|
|
|
$
|
8,842
|
|
|
Wholesale
Segment
|
|
Retail
Segment
|
|
Intercompany
Eliminations
|
|
Totals
|
|||||||
|
(in millions)
|
|||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retail motor fuel
|
$
|
—
|
|
|
$
|
2,377
|
|
|
|
|
$
|
2,377
|
|
|
Wholesale motor fuel sales to third parties
|
4,235
|
|
|
—
|
|
|
|
|
4,235
|
|
||||
Wholesale motor fuel sales to affiliates
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||
Merchandise
|
—
|
|
|
651
|
|
|
|
|
651
|
|
||||
Rental income
|
15
|
|
|
10
|
|
|
|
|
25
|
|
||||
Other
|
(2
|
)
|
|
57
|
|
|
|
|
55
|
|
||||
Intersegment sales
|
1,787
|
|
|
45
|
|
|
(1,832
|
)
|
|
—
|
|
|||
Total revenue
|
6,035
|
|
|
3,140
|
|
|
(1,832
|
)
|
|
7,343
|
|
|||
Gross profit
|
|
|
|
|
|
|
|
|||||||
Retail motor fuel
|
—
|
|
|
271
|
|
|
|
|
271
|
|
||||
Wholesale motor fuel
|
31
|
|
|
—
|
|
|
|
|
31
|
|
||||
Merchandise
|
—
|
|
|
196
|
|
|
|
|
196
|
|
||||
Rental and other
|
20
|
|
|
58
|
|
|
|
|
78
|
|
||||
Total gross profit
|
51
|
|
|
525
|
|
|
|
|
576
|
|
||||
Total operating expenses
|
104
|
|
|
434
|
|
|
|
|
538
|
|
||||
Income (loss) from operations
|
(53
|
)
|
|
91
|
|
|
|
|
38
|
|
||||
Unallocated interest expense, net
|
3
|
|
|
8
|
|
|
|
|
11
|
|
||||
Income (loss) before income taxes
|
(56
|
)
|
|
83
|
|
|
|
|
27
|
|
||||
Income tax expense
|
68
|
|
|
12
|
|
|
|
|
80
|
|
||||
Net income (loss) and comprehensive income (loss)
|
$
|
(124
|
)
|
|
$
|
71
|
|
|
|
|
(53
|
)
|
||
Depreciation, amortization and accretion
|
24
|
|
|
62
|
|
|
|
|
86
|
|
||||
Interest expense, net
|
3
|
|
|
8
|
|
|
|
|
11
|
|
||||
Income tax expense
|
68
|
|
|
12
|
|
|
|
|
80
|
|
||||
EBITDA
|
(29
|
)
|
|
153
|
|
|
|
|
124
|
|
||||
Non-cash compensation expense
|
1
|
|
|
4
|
|
|
|
|
5
|
|
||||
Gain on disposal of assets
|
—
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
||||
Unrealized gain on commodity derivatives
|
(1
|
)
|
|
—
|
|
|
|
|
(1
|
)
|
||||
Inventory fair value adjustments
|
177
|
|
|
28
|
|
|
|
|
205
|
|
||||
Adjusted EBITDA
|
$
|
148
|
|
|
$
|
184
|
|
|
|
|
332
|
|
||
Capital expenditures
|
$
|
5
|
|
|
$
|
149
|
|
|
|
|
154
|
|
||
Total assets
|
$
|
843
|
|
|
$
|
7,930
|
|
|
|
|
8,773
|
|
20.
|
Net Income per Unit
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
September 1, 2014
through
December 31, 2014
|
|
|
January 1, 2014
through
August 31, 2014
|
||||||||
|
(dollars in millions, except units and per unit amounts)
|
|||||||||||||||
Net income (loss) and comprehensive income (loss)
|
$
|
(406
|
)
|
|
$
|
194
|
|
|
$
|
(53
|
)
|
|
|
$
|
23
|
|
Less: Net income and comprehensive income
attributable to noncontrolling interest |
—
|
|
|
4
|
|
|
1
|
|
|
|
—
|
|
||||
Less: Preacquisition income (loss)
allocated to general partner |
—
|
|
|
103
|
|
|
(88
|
)
|
|
|
—
|
|
||||
Net income (loss) and comprehensive income (loss)
attributable to partners |
(406
|
)
|
|
87
|
|
|
34
|
|
|
|
23
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
||||||||
Incentive distribution rights
|
81
|
|
|
30
|
|
|
1
|
|
|
|
—
|
|
||||
MACS earnings prior to October 1, 2014
|
—
|
|
|
—
|
|
|
6
|
|
|
|
—
|
|
||||
Distributions on nonvested phantom unit awards
|
5
|
|
|
2
|
|
|
—
|
|
|
|
—
|
|
||||
Limited partners' interest in net income (loss)
|
$
|
(492
|
)
|
|
$
|
55
|
|
|
27
|
|
|
|
$
|
23
|
|
|
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common - basic
|
93,575,530
|
|
|
40,253,913
|
|
|
20,572,373
|
|
|
|
11,023,617
|
|
||||
Common - equivalents
|
28,305
|
|
|
21,738
|
|
|
6,382
|
|
|
|
25,128
|
|
||||
Common - diluted
|
93,603,835
|
|
|
40,275,651
|
|
|
20,578,755
|
|
|
|
11,048,745
|
|
||||
Subordinated - (basic and diluted)
|
—
|
|
|
10,010,333
|
|
|
10,939,436
|
|
|
|
10,939,436
|
|
||||
Net income (loss) per limited partner unit:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common - basic and diluted
|
$
|
(5.26
|
)
|
|
$
|
1.11
|
|
|
$
|
0.85
|
|
|
|
$
|
1.02
|
|
Subordinated - basic and diluted (1)
|
$
|
—
|
|
|
$
|
1.40
|
|
|
$
|
0.85
|
|
|
|
$
|
1.02
|
|
(1)
|
The subordination period ended on November 30, 2015, at which time outstanding subordinated units were converted to common units. Distributions and the partners' interest in net income were allocated to the subordinated units through November 30, 2015.
|
21.
|
Selected Quarterly Financial Data (unaudited)
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
|
4th
QTR |
|
3rd
QTR |
|
2nd
QTR |
|
1st
QTR |
|
4th
QTR |
|
3rd
QTR |
|
2nd
QTR |
|
1st
QTR |
||||||||||||||||
Motor fuel sales
|
$
|
3,668
|
|
|
$
|
3,457
|
|
|
$
|
3,391
|
|
|
$
|
2,619
|
|
|
$
|
3,463
|
|
|
$
|
4,249
|
|
|
$
|
4,499
|
|
|
$
|
3,804
|
|
Merchandise sales
|
566
|
|
|
605
|
|
|
577
|
|
|
524
|
|
|
545
|
|
|
589
|
|
|
561
|
|
|
483
|
|
||||||||
Rental and other income
|
72
|
|
|
76
|
|
|
84
|
|
|
59
|
|
|
69
|
|
|
69
|
|
|
66
|
|
|
63
|
|
||||||||
Total revenues
|
$
|
4,306
|
|
|
$
|
4,138
|
|
|
$
|
4,052
|
|
|
$
|
3,202
|
|
|
$
|
4,077
|
|
|
$
|
4,907
|
|
|
$
|
5,126
|
|
|
$
|
4,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Motor fuel gross profit
|
$
|
323
|
|
|
$
|
317
|
|
|
$
|
310
|
|
|
$
|
274
|
|
|
$
|
228
|
|
|
$
|
272
|
|
|
$
|
302
|
|
|
$
|
240
|
|
Merchandise gross profit
|
169
|
|
|
192
|
|
|
188
|
|
|
167
|
|
|
170
|
|
|
185
|
|
|
177
|
|
|
148
|
|
||||||||
Other gross profit
|
70
|
|
|
68
|
|
|
83
|
|
|
58
|
|
|
67
|
|
|
68
|
|
|
66
|
|
|
61
|
|
||||||||
Total gross profit
|
$
|
562
|
|
|
$
|
577
|
|
|
$
|
581
|
|
|
$
|
499
|
|
|
$
|
465
|
|
|
$
|
525
|
|
|
$
|
545
|
|
|
$
|
449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from operations
|
$
|
(568
|
)
|
|
$
|
104
|
|
|
$
|
124
|
|
|
$
|
92
|
|
|
$
|
51
|
|
|
$
|
94
|
|
|
$
|
124
|
|
|
$
|
65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss ) and comprehensive income (loss)
|
$
|
(585
|
)
|
|
$
|
45
|
|
|
$
|
72
|
|
|
$
|
62
|
|
|
$
|
16
|
|
|
$
|
35
|
|
|
$
|
94
|
|
|
$
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) attributable to partners
|
$
|
(585
|
)
|
|
$
|
45
|
|
|
$
|
72
|
|
|
$
|
62
|
|
|
$
|
7
|
|
|
$
|
28
|
|
|
$
|
35
|
|
|
$
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) per limited
partner unit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common (basic and diluted)
|
$
|
(6.32
|
)
|
|
$
|
0.24
|
|
|
$
|
0.53
|
|
|
$
|
0.47
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.30
|
|
|
$
|
0.87
|
|
|
$
|
0.44
|
|
Subordinated (basic and diluted)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.10
|
|
|
$
|
0.52
|
|
|
$
|
0.87
|
|
|
$
|
0.44
|
|
22.
|
Subsequent Events
|
Exhibit No.
|
|
Description
|
|
3.1
|
|
|
Certificate of Limited Partnership of Susser Petroleum Partners LP (2)
|
|
|
|
|
3.2
|
|
|
Certificate of Amendment to the Certificate of Limited Partnership of Susser Petroleum Partners LP (7)
|
|
|
|
|
3.3
|
|
|
Amended and Restated Certificate of Limited Partnership of Sunoco LP dated as of June 6, 2016 (22)
|
|
|
|
|
3.4
|
|
|
First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP, dated September 25, 2012 (1)
|
|
|
|
|
3.5
|
|
|
Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP (7)
|
|
|
|
|
3.6
|
|
|
Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (15)
|
|
|
|
|
3.7
|
|
|
Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (19)
|
|
|
|
|
3.8
|
|
|
Amendment No. 4 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (22)
|
|
|
|
|
3.9
|
|
|
Certificate of Formation of Susser Petroleum Partners GP LLC (2)
|
|
|
|
|
3.10
|
|
|
Certificate of Amendment to the Certificate of Formation of Susser Petroleum Partners GP LLC (7)
|
|
|
|
|
3.11
|
|
|
Amended and Restated Limited Liability Company Agreement of Susser Petroleum Partners GP LLC, dated September 25, 2012 (1)
|
|
|
|
|
3.12
|
|
|
Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Susser Petroleum Partners GP LLC (7)
|
|
|
|
|
3.13
|
|
|
Amendment No. 2 to the Amended and Restated Limited Liability Company Agreement of Sunoco GP LLC dated as of June 6, 2016 (22)
|
|
|
|
|
4.1
|
|
|
Indenture, dated as of April 1, 2015, by and among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as Trustee (11)
|
|
|
|
|
4.2
|
|
|
First Supplemental Indenture, dated as of September 14, 2015, among Sunoco LP, Sunoco Finance Corp., the guarantors party thereto and U.S. Bank national Association, as Trustee (26)
|
|
|
|
|
4.3
|
|
|
Second Supplemental Indenture, dated as of April 7, 2016, by and among Sunoco LP, Sunoco Finance Corp., the subsidiary guarantors party thereto, Sunoco, LLC, as a guarantor, Sunoco Retail LLC, as a guarantor, and U.S. Bank National Association, as trustee (21)
|
|
|
|
|
4.4
|
|
|
Registration Rights Agreement, dated as of April 1, 2015, among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto, ETP Retail Holdings, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the Initial Purchasers named therein (11)
|
|
|
|
|
4.5
|
|
|
Indenture, dated as of July 20, 2015, by and among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as Trustee (14)
|
|
|
|
|
4.6
|
|
|
First Supplemental Indenture, dated as of September 14, 2015, among Sunoco LP, Sunoco Finance Corp., the guarantors party thereto and U.S. Bank national Association, as Trustee (26)
|
|
|
|
|
4.7
|
|
|
Second Supplemental Indenture, dated as of April 7, 2016, by and among Sunoco LP, Sunoco Finance Corp., the subsidiary guarantors party thereto, Sunoco, LLC, as a guarantor, Sunoco Retail LLC, as a guarantor, and U.S. Bank National Association, as trustee (21)
|
|
|
|
|
4.8
|
|
|
Registration Rights Agreement, dated as of July 20, 2015, among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers named therein (14)
|
|
|
|
|
4.9
|
|
|
Registration Rights Agreement, dated as of December 3, 2015, by and among Sunoco LP and the purchasers named on Schedule A thereto (18)
|
|
|
|
|
4.10
|
|
|
Registration Rights Agreement, dated as of March 31, 2016, by and among Sunoco LP and Energy Transfer Equity, L.P. (20)
|
|
|
|
|
4.11
|
|
|
Indenture, dated as April 7, 2016, by and among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as Trustee (21)
|
|
|
|
|
4.12
|
|
|
Registration Rights Agreement, dated as of April 7, 2016, among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto, ETP Retail Holdings, LLC and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers named therein (21)
|
|
|
|
|
10.1
|
|
|
Omnibus Agreement by and among Susser Petroleum Partners LP, Susser Petroleum Partners GP LLC and Susser Holdings Corporation, dated September 25, 2012 (1)
|
|
|
|
|
10.2
|
|
|
Credit Agreement among Susser Petroleum Partners LP, as the Borrower, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an LC Issuer, dated September 25, 2014 (5)
|
|
|
|
|
10.3
|
|
|
First Amendment to Credit Agreement and Increase Agreement by and among Sunoco LP, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an LC Issuer, and the financial institutions parties thereto, dated April 10, 2015 (12)
|
|
|
|
10.4
|
|
|
Second Amendment to Credit Agreement, dated as of December 2, 2015, by and among Sunoco LP, Bank of America, N.A. and the financial institutions parties thereto as Lenders (18)
|
|
|
|
|
10.5
|
|
|
Third Amendment to Credit Agreement, dated as of August 1, 2016, by and among Sunoco LP, Bank of America, N.A. and the financial institutions parties thereto as Lenders (23)
|
|
|
|
|
10.6
|
|
|
Fourth Amendment to Credit Agreement, dated as of December 21, 2016, by and among Sunoco LP, Bank of America, N.A. and the financial institutions parties thereto as Lenders (25)
|
|
|
|
|
10.7
|
|
|
Contribution Agreement by and among Susser Petroleum Partners LP, Susser Petroleum Partners GP LLC, Susser Holdings Corporation, Susser Holdings, L.L.C., Stripes LLC and Susser Petroleum Company LLC, dated September 25, 2012 (1)
|
|
|
|
|
10.8
|
|
|
Susser Petroleum Partners LP 2012 Long-Term Incentive Plan (2)
|
|
|
|
|
10.9
|
|
|
First Amendment to the Susser Petroleum Partners LP 2012 Long Term Incentive Plan, dated November 4 2014 (9)
|
|
|
|
|
10.10
|
|
|
Form of Director Indemnification Agreement (2)
|
|
|
|
|
10.11
|
|
|
Revised Form of Director Indemnification Agreement (4)
|
|
|
|
|
10.12
|
|
|
Form of Phantom Unit Award Agreement (2)
|
|
|
|
|
10.13
|
|
|
Form of Restricted Phantom Unit Agreement (8)
|
|
|
|
|
10.14
|
|
|
Form of Time -Vested Restricted Phantom Unit Award Agreement *
|
|
|
|
|
10.15
|
|
|
Contribution Agreement, dated as of September 25, 2014, by and among Mid-Atlantic Convenience Stores, LLC, ETC M-A Acquisition LLC, Susser Petroleum Partners LP and Energy Transfer Partners, L.P (5)
|
|
|
|
|
10.16
|
|
|
Purchase and Sale Agreement, entered into as of September 25, 2014, by and among Susser Petroleum Property Company LLC, Susser Petroleum Partners LP and Henger BV Inc. (5)
|
|
|
|
|
10.17
|
|
|
Amendment No.1, entered into as of December 16, 2014, to Purchase and Sale Agreement, dated as of September 25, 2014, by and among Susser Petroleum Property Company LLC, Susser Petroleum Partners LP and Henger BV Inc. (6)
|
|
|
|
|
10.18
|
|
|
Contribution Agreement, dated as of March 23, 2015, by and among Sunoco, LLC, ETP Retail Holdings, LLC, Sunoco LP and Energy Transfer Partners, L.P. (10)
|
|
|
|
|
10.19
|
|
|
Guarantee of Collection, made as of April 1, 2015, by ETP Retail Holdings, LLC to Sunoco LP and Sunoco Finance Corp. (11)
|
|
|
|
|
10.20
|
|
|
Support Agreement, made as of April 1, 2015, by and among Sunoco, Inc. (R&M), Sunoco LP, Sunoco Finance Corp. and ETP Retail Holdings, LLC (11)
|
|
|
|
|
10.21
|
|
|
Support Agreement, made as of April 1, 2015, by and among Atlantic Refining & Marketing Corp., Sunoco LP, Sunoco Finance Corp. and ETP Retail Holdings, LLC (11)
|
|
|
|
|
10.22
|
|
|
Contribution Agreement, dated as of July 14, 2015, by and among Susser Holdings Corporation, Heritage Holdings, Inc., ETP Holdco Corporation, Sunoco LP, Sunoco GP LLC and Energy Transfer Partners, L.P. (13)
|
|
|
|
|
10.23
|
|
|
Contribution Agreement, dated as of November 15, 2015, by and among Sunoco, LLC, Sunoco, Inc., ETP Retail Holdings, LLC, Sunoco LP, Sunoco GP LLC, and solely with respect to limited provisions therein, Energy Transfer Partners, L.P. (17)
|
|
|
|
|
10.24
|
|
|
Common Unit Purchase Agreement, dated as of November 15, 2015, by and among Sunoco LP and the Purchasers named therein (17)
|
|
|
|
|
10.25
|
|
|
Common Unit Purchase Agreement, dated as of November 15, 2015, by and between Sunoco LP and Energy Transfer Equity, L.P. (17)
|
|
|
|
|
10.26
|
|
|
Non-Solicit / Non-Hire Agreement and Full Release of Claims by and between Sunoco LP and its and their subsidiaries and affiliates and Claire P. McGrory dated as of September 21, 2015 (16)
|
|
|
|
|
10.27
|
|
|
Guarantee of Collection, made as of March 31, 2016, by ETP Retail Holdings, LLC to Sunoco LP (20)
|
|
|
|
|
10.28
|
|
|
Support Agreement, made as of March 31, 2016, by and among Sunoco, Inc. (R&M), Sunoco LP, and ETP Retail Holdings, LLC (20)
|
|
|
|
|
10.29
|
|
|
Support Agreement, made as of March 31, 2016, by and among Atlantic Refining & Marketing Corp., Sunoco LP and ETP Retail Holdings, LLC (20)
|
|
|
|
|
10.30
|
|
|
Senior Secured Term Loan Agreement, dated as of March 31, 2016, by and among Sunoco LP, Credit Suisse AG, Cayman Islands Branch and the other lenders party thereto (20)
|
|
|
|
|
10.31
|
|
|
First Amendment to Senior Secured Term Agreement, dated as of December 21, 2016, by and among Sunoco LP, Credit Suisse AG, Cayman Islands Branch, and the financial institutions parties thereto as Lenders (25)
|
|
|
|
|
10.32
|
|
|
Guarantee of Collection, made as of April 7, 2016, by ETP Retail Holdings, LLC to Sunoco LP and Sunoco Finance Corp. (21)
|
|
|
|
10.33
|
|
|
Support Agreement, made as of April 7, 2016, by and among Sunoco, Inc. (R&M), Sunoco LP, Sunoco Finance Corp. and ETP Retail Holdings, LLC (21)
|
|
|
|
|
10.34
|
|
|
Support Agreement, made as of April 7, 2016, by and among Atlantic Refining & Marketing Corp., Sunoco LP, Sunoco Finance Corp. and ETP Retail Holdings, LLC (21)
|
|
|
|
|
10.35
|
|
|
Support Agreement, made as of December 2, 2016, by and among ETP Retail Holdings, LLC, Sunoco LP, Sunoco Finance Corp., and ETC M-A Acquisition LLC *
|
|
|
|
|
10.36
|
|
|
Purchase Agreement, dated April 4, 2016, by and among Sunoco GP LLC, Sunoco LP, Sunoco Finance Corp., certain subsidiaries of Sunoco LP party thereto and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers named on Schedule A thereto (21)
|
|
|
|
|
10.37
|
|
|
Equity Distribution Agreement, dated October 4, 2016, by and between Sunoco LP and RBC Capital Markets, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, UBS Securities LLC and Wells Fargo Securities, LLC (24)
|
|
|
|
|
10.38
|
|
|
Limited Waiver Limited Waiver to Credit Agreement, dated as of January 31, 2017, by and among Sunoco LP, Bank of America, N.A. and the financial institutions parties thereto as Lenders (27)
|
|
|
|
|
10.39
|
|
|
Limited Waiver to Senior Secured Term Agreement, dated as of January 31, 2017, by and among Sunoco LP, Credit Suisse AG, Cayman Islands Branch, and the financial institutions parties thereto as Lenders (27)
|
|
|
|
|
21.1
|
|
|
List of Subsidiaries of the Registrant *
|
|
|
|
|
23.1
|
|
|
Consent of Grant Thornton LLP, independent registered public accounting firm *
|
|
|
|
|
23.2
|
|
|
Consent of Ernst & Young LLP, independent registered public accounting firm *
|
|
|
|
|
23.3
|
|
|
Consent of Grant Thornton LLP, independent registered public accounting firm *
|
|
|
|
|
23.4
|
|
|
Consent of Grant Thornton LLP, independent registered public accounting firm *
|
|
|
|
|
31.1
|
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act *
|
|
|
|
|
31.2
|
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act *
|
|
|
|
|
32.1
|
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 **
|
|
|
|
|
32.2
|
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 **
|
|
|
|
|
99.1
|
|
|
Information Related to ETC M-A Acquisition LLC *
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation
|
*
|
Filed herewith.
|
**
|
Filed herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Annual Report on Form 10-K and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1933, as amended, except to the extent that the registrant specifically incorporates it by reference.
|
(1)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on September 25, 2012.
|
(2)
|
Incorporated by reference to the registration statement on Form S-1 (File Number 333-182276), as amended, originally filed by the registrant on June 22, 2012.
|
(3)
|
Incorporated by reference to the annual report on Form 10-K (File Number 001-35653) filed by the registrant on March 29, 2013.
|
(4)
|
Incorporated by reference to the annual report on Form 10-K (File Number 001-35653) filed by the registrant on March 14, 2014.
|
(5)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on October 1, 2014.
|
(6)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on December 19, 2014.
|
(7)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on October 28, 2014.
|
(8)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on November 14, 2014.
|
(9)
|
Incorporated by reference to the annual report on Form 10-K (File Number 001-35653) filed by the registrant on February 27, 2015.
|
(10)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on March 23, 2015.
|
(11)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on April 2, 2015.
|
(12)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on April 13, 2015.
|
(13)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on July 15, 2015.
|
(14)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on July 21, 2015.
|
(15)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on August 6, 2015.
|
(16)
|
Incorporated by reference to the quarterly report on Form 10-Q (File Number 001-35653) filed by the registrant on November 6, 2015.
|
(17)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on November 16, 2015.
|
(18)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on December 8, 2015.
|
(19)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on January 5, 2016.
|
(20)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on April 1, 2016.
|
(21)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on April 8, 2016.
|
(22)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on June 8, 2016.
|
(23)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on August 3, 2016.
|
(24)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on October 4, 2016.
|
(25)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on December 22, 2016.
|
(26)
|
Incorporated by reference to Sunoco LP’s registration statement on Form S-4 (File Number 333-212544) filed on July 15, 2016.
|
(27)
|
Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on February 3, 2017.
|
(a)
|
Participant: Participant Name
|
(b)
|
Date of Grant: Grant Date
|
(c)
|
Total Number of Restricted Phantom Units: Number of Awards Granted
|
(d)
|
Vesting Schedule:
|
(a)
|
Settlement of Vested Restricted Phantom Units
. Upon the vesting of a Restricted Phantom Unit, as soon as practicable thereafter, the Company or the Partnership shall deliver or cause to be delivered to the Participant one common unit of the Partnership for each vested Restricted Phantom Unit, subject to applicable governmental tax withholdings described in 1.3(c).
|
(b)
|
Payment of DERs.
As noted above, the Participant is entitled to receive from the Partnership, with respect to each Restricted Phantom Unit that has not either vested or been forfeited, DERs. Upon the forfeiture or vesting of the underlying Restricted Phantom Unit, the associated DER will automatically expire and no further payments shall be made with respect to such DER, except with respect to amounts not yet paid with respect to distributions on Units made prior to the date of such forfeiture or vesting.
|
(c)
|
Tax Withholding.
All vestings of Restricted Phantom Units and payments with respect to DERs under this Agreement are subject to applicable governmental tax withholdings as determined by the Partnership. Prior to vesting of Restricted Phantom Units or payment with respect to DERs, the Participant must satisfy applicable governmental tax withholding due with respect to such vesting or payment.
|
(i)
|
Payment in Units.
Participant may elect to satisfy tax withholding obligations associated with the vesting of Restricted Phantom Units in cash or by surrendering a number of Units sufficient to satisfy such withholding obligations. The Fair Market Value of each vesting Restricted Phantom Unit shall be determined in accordance with the Plan.
|
(ii)
|
Payment in Cash
. Cash payments of DERs, shall be made net of any applicable governmental tax withholding.
|
|
ETC M-A ACQUISITION LLC
|
|
|
By:
|
/s/ Robert W. Owens
|
Name
:
|
Robert W
.
Owens
|
Title
:
|
Chief Executive Officer
|
|
|
|
SUNOCO LP
|
|
|
By:
|
Sunoco GP LLC,
|
|
its general partner
|
|
|
By:
|
/s/ Robert W. Owens
|
Name
:
|
Robert W
.
Owens
|
Title
:
|
President and Chief Executive Officer
|
|
|
|
ETP RETAIL HOLDINGS, LLC
|
|
|
By:
|
/s/ Robert W. Owens
|
Name
:
|
Robert W
.
Owens
|
Title
:
|
President
|
|
|
|
SUNOCO FINANCE CORP.
|
|
|
By:
|
/s/ Robert W. Owens
|
Name
:
|
Robert W
.
Owens
|
Title
:
|
President and Chief Executive Officer
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Sunoco LP;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 24, 2017
|
/s/
Robert W. Owens
|
|
Robert W. Owens
|
|
President and Chief Executive Officer of Sunoco GP LLC, the general partner of Sunoco LP
|
1.
|
I have reviewed this annual report on Form 10-K of Sunoco LP;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 24, 2017
|
/s/
Thomas R. Miller
|
|
Thomas R. Miller
|
|
Chief Financial Officer of Sunoco GP LLC, the general partner of Sunoco LP
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date: February 24, 2017
|
/s/
Robert W. Owens
|
|
Robert W. Owens
|
|
President and Chief Executive Officer of Sunoco GP LLC, the general partner of Sunoco LP
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date: February 24, 2017
|
/s/
Thomas R. Miller
|
|
Thomas R. Miller
|
|
Chief Financial Officer of Sunoco GP LLC, the general partner of Sunoco LP
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
i
|
Consolidated and Combined Balance Sheets
|
1
|
Consolidated and Combined Statements of Operations
|
2
|
Consolidated and Combined Statement of Equity
|
3
|
Consolidated and Combined Statements of Cash Flows
|
4
|
Notes to Consolidated and Combined Financial Statements
|
6
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash
|
$
|
—
|
|
|
$
|
—
|
|
Advances to affiliated companies
|
17
|
|
|
14
|
|
||
Total current assets
|
17
|
|
|
14
|
|
||
|
|
|
|
||||
Investments in unconsolidated affiliates
|
313
|
|
|
349
|
|
||
Total assets
|
$
|
330
|
|
|
$
|
363
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accrued and other current liabilities
|
$
|
3
|
|
|
$
|
3
|
|
Total current liabilities
|
3
|
|
|
3
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
Equity:
|
|
|
|
||||
Members’ equity
|
327
|
|
|
360
|
|
||
Total equity
|
327
|
|
|
360
|
|
||
Total liabilities and equity
|
$
|
330
|
|
|
$
|
363
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Sales and other operating revenue
|
$
|
—
|
|
|
$
|
1,960
|
|
|
$
|
13,832
|
|
Sales to affiliates
|
—
|
|
|
424
|
|
|
2,907
|
|
|||
Other
|
—
|
|
|
10
|
|
|
122
|
|
|||
Total revenues
|
—
|
|
|
2,394
|
|
|
16,861
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of products sold
|
—
|
|
|
1,636
|
|
|
12,222
|
|
|||
Purchases from affiliates
|
—
|
|
|
685
|
|
|
4,229
|
|
|||
Operating expenses
|
—
|
|
|
20
|
|
|
164
|
|
|||
Selling, general and administrative
|
—
|
|
|
17
|
|
|
47
|
|
|||
Depreciation and amortization
|
—
|
|
|
13
|
|
|
74
|
|
|||
Total costs and expenses
|
—
|
|
|
2,371
|
|
|
16,736
|
|
|||
Operating income
|
—
|
|
|
23
|
|
|
125
|
|
|||
Other income:
|
|
|
|
|
|
||||||
(Loss) income from unconsolidated affiliates
|
(53
|
)
|
|
269
|
|
|
40
|
|
|||
Other, net
|
—
|
|
|
1
|
|
|
(7
|
)
|
|||
(Loss) income before income tax expense
|
(53
|
)
|
|
293
|
|
|
158
|
|
|||
Income tax expense
|
—
|
|
|
3
|
|
|
45
|
|
|||
Net (loss) income
|
$
|
(53
|
)
|
|
$
|
290
|
|
|
$
|
113
|
|
|
Total
|
||
Balance, December 31, 2013
|
$
|
1,003
|
|
Contributions from Sunoco
|
317
|
|
|
Contributions from ETP
|
119
|
|
|
MACS Transaction
|
37
|
|
|
Distribution to ETP
|
(565
|
)
|
|
Net income
|
113
|
|
|
Balance, December 31, 2014
|
1,024
|
|
|
Sunoco LLC Transaction
|
(179
|
)
|
|
Distributions to ETP
|
(775
|
)
|
|
Net income
|
290
|
|
|
Balance, December 31, 2015
|
360
|
|
|
Sunoco Retail Transaction
|
2,297
|
|
|
Distributions to ETP
|
(77
|
)
|
|
R&M and Atlantic Distribution
|
(2,200
|
)
|
|
Net loss
|
(53
|
)
|
|
Balance, December 31, 2016
|
$
|
327
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(53
|
)
|
|
$
|
290
|
|
|
$
|
113
|
|
Reconciliation of net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
—
|
|
|
13
|
|
|
74
|
|
|||
Deferred income taxes
|
—
|
|
|
—
|
|
|
15
|
|
|||
Inventory valuation adjustments
|
—
|
|
|
(3
|
)
|
|
176
|
|
|||
Loss (income) from unconsolidated affiliates
|
53
|
|
|
(269
|
)
|
|
(40
|
)
|
|||
Distributions from unconsolidated affiliates
|
30
|
|
|
12
|
|
|
2
|
|
|||
Net change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
—
|
|
|
7
|
|
|
(35
|
)
|
|||
Inventories
|
—
|
|
|
73
|
|
|
14
|
|
|||
Accounts payable
|
—
|
|
|
(48
|
)
|
|
37
|
|
|||
Accrued and other current liabilities
|
—
|
|
|
(28
|
)
|
|
1
|
|
|||
Other, net
|
|
|
(14
|
)
|
|
(1
|
)
|
||||
Net cash provided by operating activities
|
30
|
|
|
33
|
|
|
356
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(115
|
)
|
|||
Capital expenditures
|
—
|
|
|
(16
|
)
|
|
(74
|
)
|
|||
Proceeds from Sunoco Retail Transaction
|
2,200
|
|
|
—
|
|
|
—
|
|
|||
Contribution from ETP
|
—
|
|
|
—
|
|
|
114
|
|
|||
Proceeds from Sunoco LLC Transaction
|
—
|
|
|
775
|
|
|
—
|
|
|||
Proceeds from MACS Transaction
|
—
|
|
|
—
|
|
|
496
|
|
|||
Purchase of intangibles
|
—
|
|
|
(28
|
)
|
|
—
|
|
|||
Proceeds from dispositions
|
—
|
|
|
2
|
|
|
8
|
|
|||
Net cash provided by investing activities
|
2,200
|
|
|
733
|
|
|
429
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Advances (to) from Sunoco, Inc.
|
(30
|
)
|
|
188
|
|
|
(232
|
)
|
|||
Distributions to ETP
|
—
|
|
|
(954
|
)
|
|
(566
|
)
|
|||
R&M and Atlantic Distribution
|
(2,200
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Net cash used in financing activities
|
(2,230
|
)
|
|
(766
|
)
|
|
(801
|
)
|
|||
Change in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||
Cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
16
|
|
|||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Non-Cash Investing Activities:
|
|
|
|
|
|
||||||
Non-cash contribution
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
|
|
|
|
|
||||||
Non-Cash Financing Activities:
|
|
|
|
|
|
||||||
Non-cash contribution
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
317
|
|
Non-cash distribution to members
|
$
|
(77
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
1.
|
Operations and Organization:
|
•
|
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.
|
2.
|
Summary of Significant Accounting Policies:
|
•
|
from January 2014 until October 2014, the consolidation of MACS and Sunoco LLC (including the Contributed Assets prior to the formation of Sunoco LLC in June 2014);
|
•
|
from October 2014 until April 2015, the consolidation of Sunoco LLC and an equity method investment in Sunoco LP (representing 3,983,540 Sunoco LP common units);
|
•
|
from April 2015 until December 2015, an equity method investment in Sunoco LLC (representing 68.42% of Sunoco LLC) and an equity method investment in Sunoco LP (representing 4,779,022 Sunoco LP common units); and
|
•
|
from January 2016 through December 2016, an equity method investment in Sunoco LP (representing 10,489,944 Sunoco LP common units).
|
4.
|
Property, Plant and Equipment:
|
5.
|
Intangible Assets:
|
6.
|
Income Taxes:
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27
|
|
State
|
—
|
|
|
3
|
|
|
5
|
|
|||
Total
|
—
|
|
|
3
|
|
|
32
|
|
|||
|
|
|
|
|
|
||||||
Deferred expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
State
|
—
|
|
|
—
|
|
|
2
|
|
|||
Total
|
—
|
|
|
—
|
|
|
13
|
|
|||
|
|
|
|
|
|
||||||
Total income tax expense
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
45
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Income tax (benefit) expense at US statutory rate of 35%
|
$
|
(19
|
)
|
|
$
|
116
|
|
|
$
|
55
|
|
|
|
|
|
|
|
||||||
Increase (reduction) in income taxes resulting from:
|
|
|
|
|
|
||||||
State income taxes (net of federal income tax effects)
|
—
|
|
|
3
|
|
|
5
|
|
|||
Domestic manufacturing deduction
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Biodiesel blending credit
|
—
|
|
|
—
|
|
|
9
|
|
|||
Partnership loss (income) not subject to tax
|
19
|
|
|
(116
|
)
|
|
(22
|
)
|
|||
|
|
|
|
|
|
||||||
Income tax expense
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
45
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
371
|
|
Additions attributable to tax positions taken in the current year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions attributable to tax positions taken in prior years
|
—
|
|
|
—
|
|
|
(371
|
)
|
|||
Balance at end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
7.
|
Related Party Transactions:
|
8.
|
Leases:
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Rental expense
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
34
|
|
Less: Sublease rental income
|
—
|
|
|
(4
|
)
|
|
(38
|
)
|
|||
Rental (income) expense, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
9.
|
Commitments and Contingencies:
|