UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: March 31, 2018
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to
Commission File Number: 001-35653
 
SUNOCO LP
(Exact name of registrant as specified in its charter)  
 
Delaware
 
30-0740483
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
8111 Westchester Drive, Suite 400, Dallas, Texas 75225
(Address of principal executive offices, including zip code)
(214) 981-0700
(Registrant’s telephone number, including area code)
8020 Park Lane, Suite 200, Dallas, Texas 75231
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No  
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ý     No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
 
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
 
Smaller reporting company
 
 
 
Emerging Growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes       No   ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
The registrant had 82,492,008 common units representing limited partner interests and 16,410,780 Class C units representing limited partner interests outstanding at May 4, 2018 .
 
 



SUNOCO LP
FORM 10-Q
TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


i


PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
SUNOCO LP
CONSOLIDATED BALANCE SHEETS
(unaudited)
 
 
March 31,
2018
 
December 31,
2017
 
 
(in millions, except units)
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
98

 
$
28

Accounts receivable, net
 
451

 
541

Receivables from affiliates
 
160

 
155

Inventories, net
 
434

 
426

Other current assets
 
71

 
81

Assets held for sale
 
6

 
3,313

Total current assets
 
1,220

 
4,544

Property and equipment, net
 
1,522

 
1,557

Other assets:
 
 
 
 
Goodwill
 
1,430

 
1,430

Intangible assets, net
 
656

 
768

Other noncurrent assets
 
91

 
45

Total assets
 
$
4,919

 
$
8,344

Liabilities and equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
416

 
$
559

Accounts payable to affiliates
 
178

 
206

Accrued expenses and other current liabilities
 
759

 
368

Current maturities of long-term debt
 
5

 
6

Liabilities associated with assets held for sale
 

 
75

Total current liabilities
 
1,358

 
1,214

Revolving line of credit
 

 
765

Long-term debt, net
 
2,283

 
3,519

Advances from affiliates
 
85

 
85

Deferred tax liability
 
124

 
389

Other noncurrent liabilities
 
137

 
125

Total liabilities
 
3,987

 
6,097

Commitments and contingencies (Note 14)
 


 


Equity:
 
 
 
 
Limited partners:
 
 
 
 
Series A Preferred unitholder - affiliated
(no units issued and outstanding as of March 31, 2018 and
12,000,000 units issued and outstanding as of December 31, 2017)
 

 
300

Common unitholders
(82,492,008 units issued and outstanding as of March 31, 2018 and
99,667,999 units issued and outstanding as of December 31, 2017)
 
932

 
1,947

Class C unitholders - held by subsidiary
(16,410,780 units issued and outstanding as of March 31, 2018 and
December 31, 2017)
 

 

Total equity
 
932

 
2,247

Total liabilities and equity
 
$
4,919

 
$
8,344

 

The accompanying notes are an integral part of these consolidated financial statements.

1


SUNOCO LP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited)
 
 
For the Three Months Ended March 31,
 
 
2018
 
2017
 
 
(in millions, except unit and per unit amounts)
Revenues:
 
 
 
 
Retail motor fuel
 
$
445

 
$
353

Wholesale motor fuel sales to third parties
 
3,094

 
2,244

Wholesale motor fuel sales to affiliates
 
12

 
21

Merchandise
 
135

 
131

Rental income
 
22

 
22

Other
 
41

 
37

Total revenues
 
3,749

 
2,808

Cost of sales:
 
 
 
 
Retail motor fuel cost of sales
 
401

 
317

Wholesale motor fuel cost of sales
 
2,945

 
2,143

Merchandise cost of sales
 
93

 
88

Other
 
14

 
4

Total cost of sales
 
3,453

 
2,552

Gross profit
 
296

 
256

Operating expenses:
 
 
 
 
General and administrative
 
35

 
32

Other operating
 
98

 
92

Rent
 
15

 
20

Loss on disposal of assets
 
3

 
2

Depreciation, amortization and accretion
 
49

 
54

Total operating expenses
 
200

 
200

Operating income
 
96

 
56

Other expenses:
 
 
 
 
Interest expense, net
 
34

 
58

Loss on extinguishment of debt and other
 
109

 

Loss from continuing operations before income taxes
 
(47
)
 
(2
)
Income tax expense (benefit)
 
31

 
(14
)
Income (loss) from continuing operations
 
(78
)
 
12

Loss from discontinued operations, net of income taxes
 
(237
)
 
(11
)
Net income (loss) and comprehensive income (loss)
 
$
(315
)
 
$
1

 
 
 
 
 
Net loss per limited partner unit - basic:
 
 
 
 
Continuing operations - common units
 
$
(1.11
)
 
$
(0.11
)
Discontinued operations - common units
 
(2.63
)
 
(0.11
)
Net loss - common units
 
$
(3.74
)
 
$
(0.22
)
Net loss per limited partner unit - diluted:
 
 
 
 
Continuing operations - common units
 
$
(1.11
)
 
$
(0.11
)
Discontinued operations - common units
 
(2.63
)
 
(0.11
)
Net loss - common units
 
$
(3.74
)
 
$
(0.22
)
Weighted average limited partner units outstanding:
 
 
 
 
Common units - basic
 
89,753,950

 
98,609,608

Common units - diluted
 
90,271,751

 
98,715,958

 
 
 
 
 
Cash distribution per unit
 
$
0.8255

 
$
0.8255

 
The accompanying notes are an integral part of these consolidated financial statements.

2


SUNOCO LP
CONSOLIDATED STATEMENT OF EQUITY
(unaudited, in millions)
 
Preferred Units-Affiliated
 
Common Units
 
Total Equity
Balance at December 31, 2017
$
300

 
$
1,947

 
$
2,247

Repurchase of common units

 
(540
)
 
(540
)
Redemption of Preferred units
(300
)
 

 
(300
)
Cash distribution to unitholders

 
(107
)
 
(107
)
Distribution to preferred units
(2
)
 

 
(2
)
Unit-based compensation

 
3

 
3

Cumulative effect of change in revenue recognition accounting principle


 
(54
)
 
(54
)
Partnership net income (loss)
2

 
(317
)
 
(315
)
Balance at March 31, 2018
$

 
$
932

 
$
932

 
The accompanying notes are an integral part of these consolidated financial statements.

3


SUNOCO LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
For the Three Months Ended March 31,
 
2018
 
2017
 
(in millions)
Cash flows from operating activities:
 
 
 
Net income (loss)
$
(315
)
 
$
1

Adjustments to reconcile net income (loss) to net cash provided by continuing operating activities:
 
 
 
Loss from discontinued operations
237

 
11

Depreciation, amortization and accretion
49

 
54

Amortization of deferred financing fees
2

 
4

Loss on disposal of assets
3

 
2

Loss on extinguishment of debt and other
109

 

Non-cash unit based compensation expense
3

 
4

Deferred income tax
29

 
(14
)
Inventory valuation adjustment
(25
)
 
13

Changes in operating assets and liabilities, net of acquisitions:
 
 
 
Accounts receivable
90

 
97

Receivable from affiliates
(5
)
 
(10
)
Inventories
17

 
40

Other assets
10

 
23

Accounts payable
(143
)
 
(245
)
Accounts payable to affiliates
(28
)
 
2

Accrued expenses and other current liabilities
403

 
(8
)
Other noncurrent liabilities
4

 
12

Net cash provided by (used in) continuing operating activities
440

 
(14
)
Cash flows from investing activities:
 
 
 
Capital expenditures
(19
)
 
(24
)
Purchase of intangible assets
(1
)
 
(13
)
Proceeds from disposal of property and equipment
3

 

Net cash used in investing activities
(17
)
 
(37
)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of long-term debt
2,200

 

Payments on long-term debt
(3,447
)
 
(1
)
Payments for debt extinguishment costs
(93
)
 

Revolver borrowings
414

 
618

Revolver repayments
(1,179
)
 
(857
)
Loan origination costs
(24
)
 

Advances from affiliates

 
(84
)
Equity issued to ETE, net of issuance costs

 
300

Proceeds from issuance of common units, net of offering costs

 
33

Common unit repurchase
(540
)
 

Redemption of equity issued to ETE
(303
)
 

Other cash from financing activities, net

 
(1
)
Distributions to unitholders
(121
)
 
(104
)
Net cash used in financing activities
(3,093
)
 
(96
)
Cash flows from discontinued operations:
 
 
 
Operating activities
(485
)
 
142

Investing activities
3,214

 
(40
)
Changes in cash included in current assets held for sale
11

 
(1
)
Net increase in cash and cash equivalents of discontinued operations
2,740

 
101

Net increase (decrease) in cash
70

 
(46
)
Cash and cash equivalents at beginning of period
28

 
103

Cash and cash equivalents at end of period
$
98

 
$
57

The accompanying notes are an integral part of these consolidated financial statements.

4


SUNOCO LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(unaudited)
1.
Organization and Principles of Consolidation
As used in this document, the terms “Partnership,” “SUN,” “we,” “us,” and “our” should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise.
We are managed by Sunoco GP LLC, our general partner (“General Partner”). As of March 31, 2018 , Energy Transfer Equity, L.P. (“ETE”), a publicly traded master limited partnership, owns 100% of the membership interests in our General Partner, a 2.3% limited partner interest in us and all of our incentive distribution rights. Energy Transfer Partners, L.P. (“ETP”), another publicly traded master limited partnership which is also controlled by ETE, owns a 26.5% limited partner interest in us as of March 31, 2018 .
The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, and our wholly-owned subsidiaries. We distribute motor fuels across more than 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. We also operate convenience retail stores in Hawaii and New Jersey.
On April 6, 2017, certain subsidiaries of the Partnership (collectively, the “Sellers”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with 7-Eleven, Inc., a Texas corporation (“7-Eleven”) and SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (“SEI Fuel,” and, together with 7-Eleven, referred to herein collectively as “Buyers”). On January 23, 2018, we completed the disposition of assets pursuant to the Amended and Restated Asset Purchase Agreement entered by and among Sellers, Buyers and certain other named parties for the limited purposes set forth therein, pursuant to which the parties agreed to amend and restate the Purchase Agreement to reflect commercial agreements and updates made by the parties in connection with consummation of the transactions contemplated by the Purchase Agreement. Under the Purchase Agreement, as amended and restated, we sold a portfolio of 1,030 company operated retail fuel outlets, together with ancillary businesses and related assets to Buyers for approximately $3.2 billion (the “7-Eleven Transaction”). On January 18, 2017, with the assistance of a third-party brokerage firm, we launched a portfolio optimization plan to market and sell 97 real estate assets located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The results of these operations (the real estate optimization assets, together with the 7-Eleven Transaction, the “Retail Divestment”) have been reported as discontinued operations for all periods presented in the consolidated financial statements. See Note 4 for more information related to the Purchase Agreement, the optimization plan, and the discontinued operations. All other footnotes present results of the continuing operations.
On April 1, 2018, the Partnership completed the conversion of 207 retail sites located in certain West Texas, Oklahoma and New Mexico markets to a single commission agent.
Our primary operations are conducted by the following consolidated subsidiaries:
Wholesale Subsidiaries
Sunoco, LLC (“Sunoco LLC”), a Delaware limited liability company, primarily distributes motor fuel in 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama and the Greater Dallas, Texas metroplex.
Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands.
Retail Subsidiaries (Also See Note 4)
Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.
Susser Holdings Corporation (“Susser”), a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico and Oklahoma through Stripes-branded convenience stores. Susser merged with and into Stripes LLC, a Texas limited liability company, on April 1, 2018.
Sunoco Retail LLC (“Sunoco Retail”), a Pennsylvania limited liability company, owns and operates convenience stores that sell motor fuel and merchandise primarily in Pennsylvania, New York, and Florida.
MACS Retail LLC, a Virginia limited liability company, owns and operates convenience stores, in Virginia, Maryland, and Tennessee.
Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates convenience stores on the Hawaiian Islands.

5



All significant intercompany accounts and transactions have been eliminated in consolidation.
Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on gross profit, income from operations, net income (loss) and comprehensive income (loss), the balance sheets or statements of cash flows.
2.
Summary of Significant Accounting Policies
Interim Financial Statements
The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Pursuant to Regulation S-X, certain information and disclosures normally included in the annual financial statements have been condensed or omitted. The consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 23, 2018.
Significant Accounting Policies
As of March 31, 2018 , the only material change in the Partnership's significant accounting policies, as compared to those described in the Annual Report on Form 10-K for the year ended December 31, 2017 , was the adoption of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, described below under Recently Adopted Accounting Pronouncement .
Motor Fuel and Sales Taxes
Certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for wholesale direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales.
For retail locations where the Partnership holds inventory, including consignment arrangements, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $53 million and $76 million for the three months ended March 31, 2018 and 2017 , respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).
Recently Issued Accounting Pronouncements
FASB ASU No. 2016-02. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842), which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. In January 2018, the FASB proposed amending the new leasing guidance such that entities may elect not to restate their comparative periods in the period of adoption. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures.
We are in the process of evaluating our lease contracts to determine the potential impact of adopting the new standard. At this point in our evaluation process, we have determined that the timing and/or amount of lease assets and lease liabilities that we recognize on certain contracts will be impacted by the adoption of the new standard; however, we are still in the process of quantifying this impact. In addition, we are in the process of implementing appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new standard. We continue to monitor additional authoritative or interpretive guidance related to the new standard as it becomes available, as well as comparing our conclusions on specific interpretative issues to other peers in our industry, to the extent that such information is available to us.
In January 2018, the FASB issued Accounting Standards Update No. 2018-01, which provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under Topic 840. The Partnership expects to adopt ASU 2016-02 and elect the practical expedient under ASU 2018-01 in the first quarter of 2019 and is currently evaluating the impact that adopting this new standard will have on the consolidated financial statements and related disclosures.
Recently Adopted Accounting Pronouncement
FASB ASU No. 2014-09. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , as a new Topic, Accounting Standards Codification (“ASC”) Topic 606. On January 1, 2018 we adopted ASC Topic 606, which is effective for interim and annual reporting periods beginning on or after December 15, 2017. The new standard requires us to recognize revenue when a customer obtains control rather than when we have transferred substantially all risks and rewards of a good or service and requires

6


expanded disclosures. It also outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes ASC 605 - Revenue Recognition and industry-specific guidance.
We have completed a detailed review of revenue contracts representative of our business segments and their revenue streams as of the adoption date. As a result of the evaluation performed, we have determined that the timing and amount of revenue that we recognize on certain contracts is impacted by the adoption of the new standard. These adjustments are primarily related to the change in recognition of dealer incentives and rebates. In addition to the evaluation performed, we have made appropriate design and implementation updates to our business processes, systems and internal controls to support recognition and disclosure under the new standard.
The Partnership has elected to apply the modified retrospective method to adopt the new standard. The implementation of the new standard has an impact on the measurement of recognition of revenue. The cumulative and ongoing effects of the adoption impact the following financials - the Consolidated Balance Sheet, the Consolidated Statement of Operations and Comprehensive Income (Loss), and the Statement of Equity. Additionally, new disclosures have been added in accordance with ASC Topic 606.
Utilizing the practical expedients allowed under the modified retrospective adoption method, ASC Topic 606 was only applied to existing contracts for which the Partnership has remaining performance obligations as of January 1, 2018, and new contracts entered into after January 1, 2018. ASC Topic 606 was not applied to contracts that were completed prior to January 1, 2018.
For contracts in scope of the new revenue standard as of January 1, 2018, we recognized a cumulative effect adjustment to retained earnings to account for the differences in timing of revenue recognition. The comparative information has not been restated under the modified retrospective method and continues to be reported under the accounting standards in effect for those periods.
The material adjustments to the opening balance sheet primarily relate to a change in timing of revenue recognition for variable consideration, such as incentives paid to customers, as well as a change in timing of revenue recognition for franchise fee revenue. Historically, an asset was recognized related to the contract incentives which was amortized over the life of the agreement. Under the new standard, the timing of the recognition of incentives changed due to application of the expected value method to estimate variable consideration. Additionally, under the new standard the change in timing of franchise fee revenue is due to the treatment of revenue recognition from the symbolic license over the term of the agreement.
The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU No. 2014-09 was as follows:
 
Balance at
December 31, 2017
 
Adjustments Due to
ASC 606
 
Balance at
January 1, 2018
 
(in millions) 
Assets
 
 
 
 
 
Other current assets
$
81

 
$
8

 
$
89

Property and Equipment, net
1,557

 

 
1,557

Intangible assets, net
768

 
(100
)
 
668

Other noncurrent assets
45

 
39

 
84

Liabilities and Equity
 
 
 
 
 
Other noncurrent liabilities
125

 
1

 
126

Common unitholders
1,947

 
(54
)
 
1,893

The adoption of the new revenue standard resulted in reclassifications to/from revenue, cost of sales, and operating expenses. Additionally, changes in timing of revenue recognition have required the creation of contract asset or contract liability balances, as well as certain balance sheet reclassifications. In accordance with the requirements of Topic 606, the disclosure below shows the impact of adopting the new standard on the income statement and the balance sheet.

7


 
For the Three Months Ended March 31, 2018
 
As
Reported
 
Balances Without Adoption of ASC 606
 
Effect of Change  
Higher/(Lower)
 
(in millions) 
Revenues
 
 
 
 
 
Wholesale motor fuel sales to third parties
$
3,094

 
$
3,104

 
$
(10
)
Other
41

 
41

 

Costs of Sales
 

 
 
 
 
Other
14

 
15

 
(1
)
Operating Expenses
 
 
 
 
 
Other Operating
98

 
100

 
(2
)
Depreciation, amortization and accretion
49

 
55

 
(6
)
 
 
 
 
 
 
 
March 31, 2018
 
As
Reported
 
Balances Without Adoption of ASC 606
 
Effect of Change  
Higher/(Lower)
 
  (in millions) 
Assets
 
 
 
 
 
Other current assets
$
71

 
$
62

 
$
9

Property and Equipment, net
1,522

 
1,522

 

Intangible assets, net
656

 
761

 
(105
)
Other noncurrent assets
91

 
49

 
42

Liabilities and Equity
 
 
 
 
 
Other noncurrent liabilities
137

 
136

 
1

Common unitholders
932

 
987

 
(55
)
3.
Acquisitions
On April 3, 2018, our subsidiary, Sunoco LLC, entered into an Asset Purchase Agreement with Superior Plus Energy Services, Inc. (“Superior”), a New York Corporation, pursuant to which it agreed to acquire certain wholesale fuel distribution assets and related terminal assets from Superior for approximately $40 million plus working capital adjustments. The assets consist of a network of approximately 100 dealers, several hundred commercial contracts and three terminals, which are connected to major pipelines serving the Upstate New York market. The transaction closed on April 25, 2018.
On January 4, 2018, the Partnership entered into an Asset Purchase Agreement with 7-Eleven and SEI Fuel, pursuant to which the Partnership agreed to acquire 26 retail fuel outlets from 7-Eleven and SEI Fuel for approximately $50 million . The transaction closed on April 2, 2018. The Partnership subsequently converted the acquired stations from company-operated sites to commission agent locations.
4.
Discontinued Operations
On January 23, 2018, we completed the disposition of assets pursuant to the Amended and Restated Asset Purchase Agreement entered by and among Sellers, Buyers and certain other named parties for the limited purposes set forth therein, pursuant to which the parties agreed to amend and restate the Purchase Agreement to reflect commercial agreements and updates made by the parties in connection with consummation of the transactions contemplated by the Purchase Agreement. Subsequent to the closing of the 7-Eleven Transaction, previously eliminated wholesale motor fuel sales to the Partnership's retail locations are reported as wholesale motor fuel sales to third parties. Also, the related accounts receivable from such sales are no longer eliminated from the consolidated balance sheets and are reported as accounts receivable.
In connection with the closing of the transactions contemplated by the Purchase Agreement, we entered into a Distributor Motor Fuel Agreement dated as of January 23, 2018 (the “Supply Agreement”), with 7-Eleven and SEI Fuel. The Supply Agreement consists of a 15-year take-or-pay fuel supply arrangement under which we have agreed to supply approximately 2.0 billion gallons of fuel annually plus additional aggregate growth volumes of up to 500 million gallons to be added incrementally over the first four years. For the period from January 1, 2018 through January 22, 2018 and the three months ended March 31, 2017 , we recorded sales to the sites that were

8


subsequently sold to 7-Eleven of $199 million and $705 million , respectively, that were eliminated in consolidation. We recorded payments on trade receivables from 7-Eleven of $612 million in first quarter of 2018 subsequent to the closing of the sale.
On January 18, 2017, with the assistance of a third-party brokerage firm, we launched a portfolio optimization plan to market and
sell 97 real estate assets. Real estate assets included in this process are company-owned locations, undeveloped greenfield sites and other excess real estate. Properties are located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The properties will be sold through a sealed-bid sale. Of the 97 properties, 47 have been sold, one is under contract to be sold and eight continue to be marketed by the third-party brokerage firm. Additionally, 32 were sold to 7-Eleven and nine are part of the approximately 207 retail sites located in certain West Texas, Oklahoma and New Mexico markets which will be operated by a commission agent.
The Partnership has concluded that it meets the accounting requirements for reporting the financial position, results of operations and cash flows of the Retail Divestment as discontinued operations. See Note 1 for further information regarding the Retail Divestment.
The following tables present the aggregate carrying amounts of assets and liabilities classified as held for sale in the Consolidated Balance Sheets:
 
 
March 31,
2018
 
December 31,
2017
 
 
(in millions)
Carrying amount of assets held for sale:
 
 
 

Cash
 
$

 
$
21

Inventories
 

 
149

Other current assets
 

 
16

Property and equipment, net
 
6

 
1,851

Goodwill
 

 
796

Intangible assets, net
 

 
477

Other noncurrent assets
 

 
3

Total assets held for sale
 
$
6

 
$
3,313

 
 
 
 
 
Carrying amount of liabilities associated with assets held for sale:
 
 
 
 
Long term debt
 
$

 
$
21

Other current and noncurrent liabilities
 

 
54

Total liabilities associated with assets held for sale
 
$

 
$
75

Upon the classification of assets and related liabilities as held for sale, Sunoco LP’s management applied the measurement guidance in ASC 360, Property, Plant and Equipment , to calculate the fair value less cost to sell of the disposal group. In accordance with ASC 360-10-35-39, management first tested the goodwill included within the disposal group for impairment prior to measuring the disposal group’s fair value less the cost to sell. In the determination of the classification of assets held for sale and the related liabilities, management allocated a portion of the goodwill balance previously included in the Sunoco LP retail and Stripes reporting units to assets held for sale based on the relative fair values of the business to be disposed of and the portion of the respective reporting unit that will be retained. The amount of goodwill allocated to assets held for sale was approximately $796 million as of December 31, 2017 . The remainder of the goodwill was allocated to the retained portion of the retail and Stripes reporting units, which comprises Sunoco LP’s ethanol plant, credit card processing services, franchise royalties and retail stores the Partnership continues to operate in the continental United States. This amount, inclusive of the portion of the Aloha reporting unit that represents retail activities, was approximately $678 million as of March 31, 2018 and December 31, 2017 .
During 2017, management performed goodwill impairment testing on its reporting units included in assets held for sale resulting in impairment charges of $387 million . Of this amount, $102 million was allocated to the sites reclassified to continuing operations in the fourth quarter within the retail and Stripes reporting units. Once allocated, management performed goodwill impairment tests on both reporting units to which the goodwill balances were allocated. No goodwill impairment was identified for the retail or Stripes reporting units as a result of these tests.
The Partnership recorded transaction costs of $1 million during the three months ended March 31, 2018 , as a result of the 7-Eleven Transaction.

9


The results of operations associated with discontinued operations are presented in the following table:
 
 
For the Three Months Ended March 31,
 
 
2018
 
2017
 
 
(in millions)
Revenues:
 
 
 
 
Motor fuel sales
 
$
256

 
$
1,162

Merchandise
 
89

 
409

Rental income
 

 
1

Other
 
4

 
14

Total revenues
 
349

 
1,586

Cost of sales:
 
 
 
 
Motor fuel cost of sales
 
240

 
1,057

Merchandise cost of sales
 
65

 
282

Other
 

 

Total cost of sales
 
305

 
1,339

Gross profit
 
44

 
247

Operating expenses:
 
 
 
 
General and administrative
 
2

 
32

Other operating
 
57

 
171

Rent
 
4

 
14

Loss on disposal of assets
 
23

 
5

Depreciation, amortization and accretion expense
 

 
33

Total operating expenses
 
86

 
255

Operating loss
 
(42
)
 
(8
)
Interest expense, net
 
2

 
6

Loss on extinguishment of debt and other
 
20

 

Loss from discontinued operations before income taxes
 
(64
)
 
(14
)
Income tax expense (benefit)
 
173

 
(3
)
Loss from discontinued operations, net of income taxes
 
$
(237
)
 
$
(11
)
5.
Accounts Receivable, net
Accounts receivable, net, consisted of the following:
 
March 31,
2018
 
December 31,
2017
 
(in millions)
Accounts receivable, trade
$
289

 
$
285

Credit card receivables
104

 
160

Vendor receivables for rebates, branding, and other
18

 
29

Other receivables
42

 
69

Allowance for doubtful accounts
(2
)
 
(2
)
Accounts receivable, net
$
451

 
$
541


10


6.
Inventories, net 
Inventories, net, consisted of the following:
 
March 31,
2018
 
December 31,
2017
 
(in millions)
Fuel
$
393

 
$
387

Merchandise
30

 
30

Other
11

 
9

Inventories, net
$
434

 
$
426

7.
Property and Equipment, net
Property and equipment, net, consisted of the following:
 
March 31,
2018
 
December 31,
2017
 
(in millions)
Land
$
523

 
$
516

Buildings and leasehold improvements
716

 
714

Equipment
660

 
623

Construction in progress
120

 
159

Total property and equipment
2,019

 
2,012

Less: accumulated depreciation
497

 
455

Property and equipment, net
$
1,522

 
$
1,557

8.
Goodwill and Intangible Assets, net
Goodwill
Goodwill represents the excess of the purchase price of an acquired entity over the amounts allocated to the assets acquired and liabilities assumed in a business combination. At March 31, 2018 and December 31, 2017 we had $1.4 billion of goodwill recorded in conjunction with past business combinations.
Goodwill is not amortized, but is tested annually for impairment, or more frequently if events and circumstances indicate that the asset might be impaired. In accordance with ASC 350-20-35 “ Goodwill - Subsequent Measurements ”, during 2017 , management performed goodwill impairment testing on its reporting units included in assets held for sale resulting in impairment charges of $387 million . Of this amount, $102 million was allocated to the sites reclassified to continuing operations in the fourth quarter within the retail and Stripes reporting units. Once allocated, management performed goodwill impairment tests on both reporting units to which the goodwill balances were allocated. No goodwill impairment was identified for the retail or Stripes reporting units as a result of these tests.
As of March 31, 2018 , we evaluated potential impairment indicators. We believe no impairment events occurred during the three months ended March 31, 2018 , and we believe the assumptions used in the analysis performed in 2017 are still relevant and indicative of our current operating environment. As a result, no impairment was recorded to goodwill during the period from January 1, 2018 through March 31, 2018 .


11


Other Intangible Assets
Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following:
 
March 31, 2018
 
December 31, 2017
 
Gross Carrying
Amount
 
Accumulated Amortization
 
Net Book Value
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Book Value
 
(in millions)
Indefinite-lived
 
 
 
 
 
 
 
 
 
 
 
Tradenames
$
295

 
$

 
$
295

 
$
295

 
$

 
$
295

Contractual rights
30

 

 
30

 
30

 

 
30

Liquor licenses
12

 

 
12

 
12

 

 
12

Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations including supply agreements (1)
549

 
242

 
307

 
674

 
256

 
418

Favorable leasehold arrangements, net
12

 
5

 
7

 
12

 
5

 
7

Loan origination costs (2)
10

 
7

 
3

 
10

 
6

 
4

Other intangibles
5

 
3

 
2

 
5

 
3

 
2

Intangible assets, net
$
913

 
$
257

 
$
656

 
$
1,038

 
$
270

 
$
768

_______________________________
(1)
Decrease in gross carrying amount is mainly due to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers, see Note 2.
(2)
Loan origination costs are associated with the 2014 Revolver, see Note 10 for further information on the 2014 Revolver.
We review amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of amortizable intangible assets is not recoverable, we reduce the carrying amount of such assets to fair value. We review non-amortizable intangible assets for impairment annually, or more frequently if circumstances dictate.
During the fourth quarter of 2017, the Partnership performed the annual impairment tests on our indefinite-lived intangible assets and recognized $13 million and $4 million of impairment charges on our contractual rights and liquor licenses, respectively, primarily due to decreases in projected future revenues and cash flows from the date the intangible assets were originally recorded.
Customer relations and supply agreements have a remaining weighted-average life of approximately  11 years. Favorable leasehold arrangements have a remaining weighted-average life of approximately 14 years. Non-competition agreements and other intangible assets have a remaining weighted-average life of approximately  13 years. Loan origination costs have a remaining weighted-average life of approximately  2 years.
9.
Accrued Expenses and Other Current Liabilities
Current accrued expenses and other current liabilities consisted of the following:
 
March 31,
2018
 
December 31,
2017
 
(in millions)
Wage and other employee-related accrued expenses
$
25

 
$
72

Accrued tax expense
601

 
180

Accrued insurance
14

 
26

Accrued interest expense
25

 
43

Dealer deposits
16

 
16

Other
78

 
31

Total
$
759

 
$
368


12


10.
Long-Term Debt 
Long-term debt consisted of the following:
 
March 31,
2018
 
December 31,
2017
 
(in millions)
Term Loan (1)
$

 
$
1,243

Sale leaseback financing obligation
111

 
113

2014 Revolver

 
765

4.875% Senior Notes Due 2023
1,000

 

5.500% Senior Notes Due 2026
800

 

5.875% Senior Notes Due 2028
400

 

6.375% Senior Notes Due 2023 (2)

 
800

5.500% Senior Notes Due 2020 (2)

 
600

6.250% Senior Notes Due 2021 (2)

 
800

Other
2

 
3

Total debt
2,313

 
4,324

Less: current maturities
5

 
6

Less: debt issuance costs
25

 
34

Long-term debt, net of current maturities
$
2,283

 
$
4,284

_______________________________
(1)
The Term Loan was repaid in full and terminated on January 23, 2018.
(2)
The Senior Notes were redeemed on January 23, 2018.
Term Loan
The senior secured term loan agreement (the “Term Loan”) provided secured financing in an aggregate principal amount of up to $2.035 billion , which we borrowed in full.
The Term Loan was repaid in full and terminated on January 23, 2018. See 2018 Private Offering of Senior Notes below.
2018 Private Offering of Senior Notes
On January 23, 2018, we and certain of our wholly owned subsidiaries, including Sunoco Finance Corp. (together with the Partnership, the “Issuers”) completed a private offering of $2.2 billion of senior notes, comprised of $1.0 billion in aggregate principal amount of 4.875% senior notes due 2023 (the “2023 Notes”), $800 million in aggregate principal amount of 5.500% senior notes due 2026 (the “2026 Notes”) and $400 million in aggregate principal amount of 5.875% senior notes due 2028 (the “2028 Notes” and, together with the 2023 Notes and the 2026 Notes, the “Notes”).
The terms of the Notes are governed by an indenture dated January 23, 2018, among the Issuers, and certain other subsidiaries of the Partnership (the “Guarantors”) and U.S. Bank National Association, as trustee. The 2023 Notes will mature on January 15, 2023 and interest is payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2018. The 2026 Notes will mature on February 15, 2026 and interest is payable semi-annually on February 15 and August 15 of each year, commencing August 15, 2018.  The 2028 Notes will mature on March 15, 2028 and interest is payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2018. The Notes are senior obligations of the Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries and certain of its future subsidiaries. The Notes and guarantees are unsecured and rank equally with all of the Issuers’ and each Guarantor’s existing and future senior obligations. The Notes and guarantees are effectively subordinated to the Issuers’ and each Guarantor’s secured obligations, including obligations under the Partnership’s 2014 Revolver (as defined below), to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the Notes. ETC M-A Acquisition LLC (“ETC M-A”), a subsidiary of ETP, guarantees collection to the Issuers with respect to the payment of the principal amount of the Notes. ETC M-A is not subject to any of the covenants under the Indenture.
In connection with our issuance of the Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the Notes for an issue of registered notes with terms substantively identical to each series of Notes and evidencing the same indebtedness as the Notes on or before January 23, 2019.  

13


The Partnership used the proceeds from the private offering, along with proceeds from the 7-Eleven Transaction, to: 1) redeem in full our existing senior notes as of December 31, 2017, comprised of $800 million in aggregate principal amount of 6.250% senior notes due 2021, $600 million in aggregate principal amount of 5.500% senior notes due 2020, and $800 million in aggregate principal amount of 6.375% senior notes due 2023; 2) repay in full and terminate the Term Loan; 3) pay all closing costs in connection with the 7-Eleven Transaction; 4) redeem the outstanding Series A Preferred Units held by ETE for an aggregate redemption amount of approximately $313 million ; and 5) repurchase 17,286,859 SUN common units owned by subsidiaries of ETP for aggregate cash consideration of approximately $540 million
6.250% Senior Notes Due 2021
The 2021 Senior Notes were redeemed and the indenture governing the 2021 Senior Notes was discharged on January 23, 2018. The redemption amount includes the original consideration of $800 million and a $32 million call premium plus accrued and unpaid interest. See 2018 Private Offering of Senior Notes above.
5.500% Senior Notes Due 2020
The 2020 Senior Notes were redeemed and the indenture governing the 2020 Senior Notes was discharged on January 23, 2018. The redemption amount includes the original consideration of $600 million and a $17 million call premium plus accrued and unpaid interest. See 2018 Private Offering of Senor Notes above.
6.375% Senior Notes Due 2023
The 2023 Senior Notes were redeemed and the indenture governing the 2023 Senior Notes was discharged on January 23, 2018. The redemption amount includes the original consideration of $800 million and a $44 million call premium plus accrued and unpaid interest. See 2018 Private Offerings of Senior Notes above.
Revolving Credit Agreement
On September 25, 2014, we entered into a $1.25 billion revolving credit facility (the “2014 Revolver”) among the Partnership, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swingline lender and a line of credit issuer. Proceeds from the revolving credit facility were used to pay off the Partnership’s then-existing revolving credit facility entered into on September 25, 2012. On April 10, 2015, we received a $250 million increase in commitments under the 2014 Revolver and, as a result, we are permitted to borrow up to $1.5 billion on a revolving credit basis.
The 2014 Revolver expires on September 25, 2019 (which date may be extended in accordance with the terms of the 2014 Revolver). Borrowings under the 2014 Revolver bear interest at a base rate (a rate based off of the higher of (i) the Federal Funds Rate (as defined in the revolving credit facility) plus 0.500% , (ii) Bank of America’s prime rate or (iii) one-month LIBOR (as defined in the 2014 Revolver) plus 1.000% ) or LIBOR, in each case plus an applicable margin ranging from 1.500% to 3.000% , in the case of a LIBOR loan, or from 0.500% to 2.000% , in the case of a base rate loan (determined with reference to the Partnership’s Leverage Ratio (as defined in the 2014 Revolver)). Upon the first achievement by the Partnership of an investment grade credit rating, the applicable margin will decrease to a range of 1.125% to 2.000% , in the case of a LIBOR loan, or from 0.125% to 1.000% , in the case of a base rate loan (determined with reference to the credit rating for the Partnership’s senior, unsecured, non-credit enhanced long-term debt). Interest is payable quarterly if the base rate applies, at the end of the applicable interest period if LIBOR applies and at the end of the month if daily floating LIBOR applies. In addition, the unused portion of the revolving credit facility will be subject to a commitment fee ranging from 0.250% to 0.500% , based on the Partnership’s Leverage Ratio. Upon the first achievement by the Partnership of an investment grade credit rating, the commitment fee will decrease to a range of 0.125% to 0.275% , based on the Partnership’s credit rating as described above.
Indebtedness under the 2014 Revolver is secured by a security interest in, among other things, all of the Partnership’s present and future personal property and all of the present and future personal property of its guarantors, the capital stock of its material subsidiaries (or 66% of the capital stock of material foreign subsidiaries), and any intercompany debt. Upon the first achievement by the Partnership of an investment grade credit rating, all security interests securing borrowings under the revolving credit facility will be released. Indebtedness incurred under the 2014 Revolver is secured on a pari passu basis with the indebtedness incurred under the Term Loan pursuant to a collateral trust arrangement whereby a financial institution agrees to act as common collateral agent for all pari passu indebtedness.
On October 16, 2017, the Partnership entered into the Fifth Amendment to the Credit Agreement with the lenders party thereto and Bank of America, N.A., in its capacity as a letter of credit issuer, as swing line lender, and as administrative agent (the “Fifth Amendment”). The Fifth Amendment amended the agreement to (i) permit the dispositions contemplated by the Retail Divestment, (ii) extend the interest coverage ratio covenant of 2.25x through maturity, (iii) modify the definition of consolidated EBITDA to include projected margins from the minimum gallons to be purchased under any fuel supply contract entered into in connection with the 7-Eleven Transaction, and (iv) modify the leverage ratio covenants. In the event no disposition has been consummated, the Partnership must maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through September 30, 2017, 6.75 to 1.0, (ii) as of

14


December 31, 2017, 6.75 to 1.0, (iii) as of March 31, 2018, 6.50 to 1.0, (iv) as of June 30, 2018, 6.25 to 1.0, (v) as of September 30, 2018, 6.00 to 1.0, (vi) as of December 31, 2018, 5.75 to 1.0 and (vii) thereafter, 5.50 to 1.0. In the event either the disposition of the 7-Eleven Assets or the disposition of the West Texas Assets (but not both of them) has been consummated, the Partnership must maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through September 30, 2017, 6.75 to 1.0, (ii) as of December 31, 2017, 6.00 to 1.0, (iii) as of March 31, 2018, 5.75 to 1.0, (iv) as of June 30, 2018, 5.50 to 1.0, (v) as of September 30, 2018, 5.50 to 1.0, (vi) as of December 31, 2018, 5.50 to 1.0 and (vii) thereafter, 5.50 to 1.0.  In the event both the dispositions of the 7-Eleven Assets and the disposition of the West Texas Assets have been consummated, the Partnership must maintain a leverage ratio of not more than (i) as of the last day of each fiscal quarter through September 30, 2017, 6.75 to 1.0, (ii) as of December 31, 2017, 5.75 to 1.0, (iii) as of March 31, 2018, 5.75 to 1.0, (iv) as of June 30, 2018, 5.50 to 1.0, (v) as of September 30, 2018, 5.50 to 1.0, (vi) as of December 31, 2018, 5.50 to 1.0 and (vii) thereafter, 5.50 to 1.0.  Notwithstanding the foregoing, if a specified acquisition period is in effect at any time that the maximum leverage ratio would otherwise be 5.50 to 1.0, such maximum leverage ratio shall be 6.00 to 1.0.
As of March 31, 2018 , the balance on the 2014 Revolver was zero , and $8 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at March 31, 2018 was $1.5 billion . The Partnership was in compliance with all financial covenants at March 31, 2018 .
Sale Leaseback Financing Obligation
On April 4, 2013, Southside Oil, LLC (“Southside”) completed a sale leaseback transaction with two separate companies for 50 of its dealer operated sites. As Southside did not meet the criteria for sale leaseback accounting, this transaction was accounted for as a financing arrangement over the course of the lease agreement. The obligations mature in varying dates through 2033, require monthly interest and principal payments, and bear interest at 5.125% . The obligation related to this transaction is included in long-term debt and the balance outstanding as of March 31, 2018 was $111 million .
Fair Value Measurements
 We use fair value measurements to measure, among other items, purchased assets, investments, leases and derivative contracts. We also use them to assess impairment of properties, equipment, intangible assets and goodwill. An asset's fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters, or is derived from such prices or parameters. Where observable prices or inputs are not available, unobservable prices or inputs are used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.
ASC 820 “ Fair Value Measurements and Disclosures” prioritizes the inputs used in measuring fair value into the following hierarchy:
Level 1
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2
Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
Level 3
Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
The estimated fair value of debt is calculated using Level 2 inputs. The fair value of debt as of March 31, 2018 , is estimated to be approximately $2.2 billion , based on outstanding balances as of the end of the period using current interest rates for similar securities. 
11.
Other Noncurrent Liabilities
Other noncurrent liabilities consisted of the following:
 
March 31,
2018
 
December 31, 2017
 
(in millions)
Accrued straight-line rent
$
12

 
$
13

Reserve for underground storage tank removal
50

 
41

Reserve for environmental remediation
24

 
23

Unfavorable lease liability
17

 
10

Aloha acquisition contingent consideration
15

 
15

Others
19

 
23

Total
$
137

 
$
125


15


12.
Related-Party Transactions
We are party to the following fee-based commercial agreements with various affiliates of ETP:
Philadelphia Energy Solutions Products Purchase Agreements – two related products purchase agreements, one with Philadelphia Energy Solutions Refining & Marketing (“PES”) and one with PES’s product financier Merrill Lynch Commodities; both purchase agreements contain 12 -month terms that automatically renew for consecutive 12 -month terms until either party cancels with notice. ETP Retail Holdings, LLC, a subsidiary of ETP, owns a noncontrolling interest in the parent of PES.
ETP Transportation and Terminalling Contracts – various agreements with subsidiaries of ETP for pipeline, terminalling and storage services. We also have agreements with subsidiaries of ETP for the purchase and sale of fuel.
We are party to the Susser Distribution Contract, a 10 -year agreement under which we are the exclusive distributor of motor fuel at cost (including tax and transportation costs), plus a fixed profit margin per gallon to Susser’s existing Stripes convenience stores and independently operated commission agent locations. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).
We are party to the Sunoco Distribution Contract, a 10 -year agreement under which we are the exclusive distributor of motor fuel to Sunoco Retail’s convenience stores. Pursuant to the agreement, pricing is cost plus a fixed margin per gallon. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).
In connection with the closing of our IPO on September 25, 2012, we also entered into an Omnibus Agreement with Susser (the “Omnibus Agreement”). Pursuant to the Omnibus Agreement, among other things, the Partnership received a three -year option to purchase from Susser up to 75 of Susser's new or recently constructed Stripes convenience stores at Susser's cost and lease the stores back to Susser at a specified rate for a 15 -year initial term. The Partnership is the exclusive distributor of motor fuel to such stores for a period of 10 years from the date of purchase. During 2015, we completed all 75 sale-leaseback transactions under the Omnibus Agreement.
Summary of Transactions
Significant affiliate activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income (Loss) is as follows:
Net advances from affiliates were $85 million as of March 31, 2018 and December 31, 2017 . Advances from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Sunoco (R&M), LLC and Sunoco Retail and Sunoco (R&M), LLC, which are in place for purposes of cash management.
Net accounts receivable from affiliates were $160 million and $155 million as of March 31, 2018 and December 31, 2017 , respectively, which are primarily related to motor fuel purchases from us.
Net accounts payable to affiliates was $178 million and $206 million as of March 31, 2018 and December 31, 2017 , respectively, which are related to operational expenses and fuel pipeline purchases.
Wholesale motor fuel sales to affiliates of $12 million and $21 million for the three months ended March 31, 2018 and 2017 , respectively.
Bulk fuel purchases from affiliates of $777 million and $545 million for the three months ended March 31, 2018 and 2017 , respectively, which is included in wholesale motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income (Loss).
13.
Revenue
Disaggregation of Revenue
We operate our business in two primary operating segments, wholesale and retail, both of which are included as reportable segments. We disaggregate revenue within the operating segments by channels.

16


The following table depicts the disaggregation of revenue by segment:
 
For the Three Months Ended March 31, 2018
 
(in millions)
Retail Segment
 
Retail Motor Fuel
$
445

Merchandise
135

Other
30

Total Retail Revenue
610

Wholesale Segment
 
Dealer
800

Distributor
1,623

Unbranded Wholesale
562

Commission Agent
121

Rental Income (1)
19

Other
14

Total Wholesale Revenue
3,139

Total Revenue
$
3,749

________________________________
(1)
Rental Income is the result of our lease arrangements which are outside the scope of ASC Topic 606.
Wholesale Revenue
The Partnership’s wholesale operations earn revenue from the following channels: sales to Dealers, sales to Distributors, Unbranded Wholesale Revenue, Commission Agent Revenue, Rental Income, and Other Income. Wholesale motor fuel revenue consists primarily of the sale of motor fuel under supply agreements with third party customers and affiliates. Fuel supply contracts with our wholesale customers generally provide that we distribute motor fuel at a formula price based on published rates, volume-based profit margin, and other terms specific to the agreement. The customer is invoiced the agreed-upon price with most payment terms ranging less than 30 days. If the consideration promised in a contract includes a variable amount, the Partnership estimates the variable consideration amount and factors in such an estimate to determine the transaction price under the expected value method.
Revenue is recognized under the wholesale motor fuel contracts at the point in time the customer takes control of the fuel. At the time control is transferred to the customer the sale is considered final, because the agreements do not grant customers the right to return motor fuel. Under the new standard, to determine when control transfers to the customer, the shipping terms of the contract are assessed as shipping terms are considered a primary indicator of the transfer of control. For FOB shipping point terms, revenue is recognized at the time of shipment. The performance obligation with respect to the sale of goods is satisfied at the time of shipment since the customer gains control at this time under the terms. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. Once the goods are shipped, the Partnership is precluded from redirecting the shipment to another customer and revenue is recognized.
Commission agent revenue consists of sales from consignment agreements between the Partnership and select operators. The Partnership supplies motor fuel to sites operated by commission agents and sells the fuel directly to the end customer. In consignment arrangements, control of the product is transferred at the point in time when the goods are removed from consignment stock and sold to the end customer. To reflect the transfer of control, the Partnership recognizes consignment revenue at the point in time fuel is sold to the end customer.
Retail Revenue
The Partnership’s retail operations earn revenue from the following channels: Retail Motor Fuel Sales, Merchandise Sales, and Other Income. Retail Motor Fuel Sales consist of fuel sales to consumers at company-operated retail convenience stores. Merchandise Revenue comprises the in-store merchandise and foodservice sales at company-operated convenience stores. Other Income represents a variety of other services within our retail segment including car washes, lottery, automated teller machines, money orders, prepaid phone cards and wireless services. Revenue from retail operations is recognized when (or as) the performance obligations are satisfied (i.e. when the customer obtains control of the good).

17


Contract Balances with Customers
The Partnership satisfies its obligations by transferring goods or services in exchange for consideration from customers. The timing of performance may differ from the timing the associated consideration is paid to or received from the customer, thus resulting in the recognition of a contract asset or a contract liability.
The Partnership recognizes a contract asset when making upfront consideration payments to certain customers. The upfront considerations represent a pre-paid incentive, as these payments are not made for distinct goods or services provided by the customer. The pre-payment incentives are recognized as a contract asset upon payment and amortized as a reduction of revenue over the term of the specific agreement.
The Partnership recognizes a contract liability if the customer's payment of consideration precedes the entity's fulfillment of the performance obligations. We maintain some franchise agreements requiring dealers to make one-time upfront payments for long term license agreements. The Partnership recognizes a contract liability when the upfront payment is received and recognizes revenue over the term of the license.
The balances of receivables from contracts with customers listed in the table below include both current trade receivables and long-term receivables, net of allowance for doubtful accounts. The allowance for receivables represents our best estimate of the probable losses associated with potential customer defaults. We determine the allowance based on historical experience and on a specific identification basis.
The opening and closing balances of the Partnership’s contract assets and contract liabilities are as follows:
 
Balance at
January 1, 2018
 
Balance at March 31, 2018
 
Increase/ (Decrease)
 
(in millions)
Contract Balances
 
 
 
 
 
Contract Asset
$
51

 
$
55

 
$
4

Accounts receivable from contracts with customers
$
445

 
$
393

 
$
(52
)
Contract Liability
$
1

 
$
1

 
$

The amount of revenue recognized in the current period that was included in the opening contract liability balance was $0.1 million . This amount of revenue is a result of changes in the transaction price of the Partnership’s contracts with customers. The difference in the opening and closing balances of the contract asset and contract liability primarily results from the timing difference between entity's performance and the customer’s payment.
Performance Obligations
At contract inception, the Partnership assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, the Partnership considers all the goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, the Partnership allocates the total contract consideration to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when (or as) the performance obligations are satisfied, that is, when the customer obtains control of the good or service.
The Partnership distributes fuel under long-term contracts to branded distributors, branded and unbranded third party dealers, and branded and unbranded retail fuel outlets. Sunoco-branded supply contracts with distributors generally have both time and volume commitments that establish contract duration. These contracts have an initial term of approximately nine years, with an estimated, volume-weighted term remaining of approximately four years.
As part of the Purchase Agreement with 7-Eleven, the Partnership and 7-Eleven and SEI Fuel (collectively, the “Distributor”) have entered into a 15-year take-or-pay fuel supply agreement in which the Distributor is required to purchase a minimum volume of fuel annually. We expect to recognize this revenue in accordance with the contract as we transfer control of the product to the customer. However, in case of annual shortfall we will recognize the amount payable by the Distributor ratably over the remaining period associated with the shortfall. The transaction price of the contract is variable in nature, fluctuating based on market conditions. The Partnership has elected to take the practical expedient not to estimate the amount of variable consideration allocated to wholly unsatisfied performance obligations.
In some contractual arrangements, the Partnership grants dealers a franchise license to operate the Partnership’s convenience stores over the life of a franchise agreement. In return for the grant of the convenience store license, the dealer makes a one-time nonrefundable franchise fee payment to the Partnership plus sales based royalties payable to the Partnership at a contractual rate during the period of the franchise agreement. Under the requirements of ASC Topic 606, the franchise license is deemed to be a symbolic license for which

18


recognition of revenue over time is the most appropriate measure of progress toward complete satisfaction of the performance obligation. Revenue from this symbolic license is recognized evenly over the license period.
As of March 31, 2018 , the aggregate amount of revenue expected to be recognized related to unsatisfied or partially satisfied franchise fee performance obligations (contract liabilities) is approximately $0.4 million for the remainder of 2018, $0.3 million in 2019, $0.2 million in 2020, and $0.1 million thereafter.
Costs to Obtain or Fulfill a Contract
The Partnership recognizes an asset from the costs incurred to obtain a contract (e.g. sales commissions) only if it expects to recover those costs. On the other hand, the costs to fulfill a contract are capitalized if the costs are specifically identifiable to a contract, would result in enhancing resources that will be used in satisfying performance obligations in future, and are expected to be recovered. These capitalized costs are recorded as a part of Other Assets and are amortized on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. The amount of amortization expense that the Partnership recognized for the period ended March 31, 2018 was $3 million . The Partnership has also made a policy election of expensing the costs to obtain a contract, as and when they are incurred, in cases where the expected amortization period is one year or less.
Practical Expedients Selected by the Partnership
For the period ended March 31, 2018 , the Partnership elected the following practical expedients in accordance with ASC 606:
Significant financing component - The Partnership elected not to adjust the promised amount of consideration for the effects of significant financing component if the Partnership expects at contract inception that the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
Incremental costs of obtaining a contract - The Partnership generally expenses sales commissions when incurred because the amortization period would have been less than one year. We record these costs within general and administrative expenses. The Partnership elected to expense the incremental costs of obtaining a contract when the amortization period for such contracts would have been one year or less.
Shipping and handling costs - The Partnership elected to account for shipping and handling activities that occur after the customer has obtained control of a good as fulfillment activities (i.e., an expense) rather than as a promised service.
Measurement of transaction price - The Partnership has elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Partnership from a customer, for e.g. sales tax, value added tax etc.
Variable consideration of wholly unsatisfied performance obligations - The Partnership has elected to exclude the estimate of variable consideration to the allocation of wholly unsatisfied performance obligations.
14.
Commitments and Contingencies
Leases
The Partnership leases certain convenience store and other properties under non-cancellable operating leases whose initial terms are typically 5 to 15 years, with some having a term of 40 years or more, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease. In addition, certain leases require additional contingent payments based on sales or motor fuel volumes. We typically are responsible for payment of real estate taxes, maintenance expenses and insurance. These properties are either sublet to third parties or used for our convenience store operations.

19


Net rent expense consisted of the following:
 
 
For the Three Months Ended March 31,
 
 
2018
 
2017
 
 
(in millions)
Cash rent:
 
 
 
 
Store base rent (1) (2)
 
$
15

 
$
16

Equipment and other rent (3)
 

 
4

Total cash rent
 
15

 
20

Non-cash rent:
 
 
 
 
Straight-line rent
 

 

Net rent expense
 
$
15

 
$
20

________________________________
(1)
Store base rent includes the Partnership's rent expense for leased convenience store properties which are subleased to third-party operators. The sublease income from these sites is recorded in rental income on the statement of operations and totaled $6 million and $6 million for the three months ended March 31, 2018 and 2017 , respectively.
(2)
Store base rent includes contingent rent expense totaling $1 million and $4 million for the three months ended March 31, 2018 and 2017 , respectively.
(3)
Equipment and other rent consists primarily of vehicles and marine transportation vessels.
15.
Interest Expense, net
Components of net interest expense were as follows:
 
 
For the Three Months Ended March 31,
 
 
2018
 
2017
 
 
(in millions)
Interest expense
 
$
34

 
$
55

Amortization of deferred financing fees
 
2

 
4

Interest income
 
(2
)
 
(1
)
Interest expense, net
 
$
34

 
$
58

16.
Income Tax Expense
As a partnership, we are generally not subject to federal income tax and most state income taxes. However, the Partnership conducts certain activities through corporate subsidiaries which are subject to federal and state income taxes.
Our effective tax rate differs from the statutory rate primarily due to Partnership earnings that are not subject to U.S. federal and most state income taxes at the Partnership level. A reconciliation of income tax expense from continuing operations at the U.S. federal statutory rate to net income tax expense (benefit) is as follows:
 
 
For the Three Months Ended March 31,
 
 
2018
 
2017
 
 
(in million)
Tax at statutory federal rate (1)
 
$
(10
)
 
$
(1
)
Partnership earnings not subject to tax
 
9

 
(13
)
Statutory tax rate changes
 
29

 

Other
 
3

 

Net income tax expense (benefit)
 
$
31

 
$
(14
)
________________________________
(1)
In December 2017, the “Tax Cuts and Jobs Act” was signed into law. Among other provisions, the highest corporate federal income tax rate was reduced from 35% to 21% for tax years beginning after December 31, 2017.

20


17.
Partners' Capital
As of March 31, 2018 , ETE and ETP or their subsidiaries owned 28,463,967 common units, which constitutes 34.5% of our outstanding common units. As of March 31, 2018 , our consolidated subsidiaries owned 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”) and the public owned 54,028,041 common units.
Series A Preferred Units
On March 30, 2017, the Partnership entered into a Series A Preferred Unit Purchase Agreement with ETE, relating to the issue and sale by the Partnership to ETE of 12,000,000 Series A Preferred Units (the “Preferred Units”) representing limited partner interests in the Partnership at a price per Preferred Unit of $25.00 (the “Offering”). The Offering closed on March 30, 2017, and the Partnership received proceeds from the Offering of $300 million , which it used to repay indebtedness under its revolving credit facility.
On January 25, 2018, the Partnership redeemed all outstanding Series A Preferred Units held by ETE for an aggregate redemption amount of approximately $313 million . The redemption amount includes the original consideration of $300 million and a 1% call premium plus accrued and unpaid quarterly distributions.
Common Units
On February 7, 2018, subsequent to the record date for SUN’s fourth quarter 2017 distribution, the Partnership repurchased 17,286,859 SUN common units owned by ETP for aggregate cash consideration of approximately $540 million . The repurchase price per common unit was $31.2376 , which is equal to the volume weighted average trading price of SUN common units on the New York Stock Exchange for the ten trading days ending on January 23, 2018. The Partnership funded the repurchase with cash on hand.
Activity of our common units for the three months ended March 31, 2018 is as follows: 
 
Number of Units
Number of common units at December 31, 2017
99,667,999

Common units repurchase
(17,286,859
)
Phantom unit vesting
110,868

Number of common units at March 31, 2018
82,492,008

Allocation of Net Income
Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to ETE.
 
The calculation of net income allocated to the partners is as follows (in millions, except per unit amounts):
 
 
For the Three Months Ended March 31,
 
 
2018
 
2017
Attributable to Common Units
 
 
 
 
Distributions (a)
 
$
68

 
$
82

Distributions in excess of net income
 
(404
)
 
(104
)
Limited partners' interest in net income (loss)
 
$
(336
)
 
$
(22
)
 
 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
 
$
0.8255

 
$
0.8255

  Class C Units
Class C Units (i) are not convertible or exchangeable into Common Units or any other units of the Partnership and are non-redeemable; (ii) are entitled to receive distributions of available cash of the Partnership (other than available cash derived from or attributable to any distribution received by the Partnership from PropCo, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries) at a fixed rate equal to $0.8682 per quarter for each Class C Unit outstanding, (iii) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law, (iv) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of PropCo, or the Partnership’s ownership of any indebtedness of PropCo or any of its subsidiaries (“PropCo Items”), (v) will be allocated gross income (other than from PropCo Items)

21


in an amount equal to the cash distributed to the holders of Class C Units and (vi) will be allocated depreciation, amortization and cost recovery deductions as if the Class C Units were Common Units and 1% of certain allocations of net termination gain (other than from PropCo Items).
Pursuant to the terms described above, these distributions do not have an impact on the Partnership’s consolidated cash flows and as such, are excluded from total cash distributions and allocation of limited partners’ interest in net income. For the  three months ended March 31, 2018 , Class C distributions declared totaled $14 million .
Incentive Distribution Rights
The following table illustrates the percentage allocations of available cash from operating surplus between our common unitholders and the holder of our incentive distribution rights (“IDRs”) based on the specified target distribution levels, after the payment of distributions to Class C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount.” The percentage interests shown for our common unitholders and our IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.
 
 
 
Marginal percentage interest
in distributions
 
Total quarterly distribution per Common Unit target amount
 
Common Unitholders
 
Holder of IDRs
Minimum Quarterly Distribution
$0.4375
 
100
%
 

First Target Distribution
Above $0.4375 up to $0.503125
 
100
%
 

Second Target Distribution
Above $0.503125 up to $0.546875
 
85
%
 
15
%
Third Target Distribution
Above $0.546875 up to $0.656250
 
75
%
 
25
%
Thereafter
Above $0.656250
 
50
%
 
50
%
  Cash Distributions
Our Partnership Agreement sets forth the calculation used to determine the amount and priority of cash distributions that the common unitholders receive.
Cash distributions paid or payable during 2018 were as follows:
 
 
Limited Partners
 
 
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
Distribution to IDR Holders
 
 
(in millions, except per unit amounts)
May 15, 2018
 
$
0.8255

 
$
68

 
$
18

February 14, 2018
 
$
0.8255

 
$
82

 
$
21

 

 
 
Series A Preferred Unit Holder
Payment Date
 
Total Cash Distribution
 
 
(in millions)
January 25, 2018 (1)
 
$
10

________________________________
(1)
$10 million cash distribution paid on January 25, 2018 includes $8 million cash distribution for the three months ended December 31, 2017 and $2 million cash distribution for the period from January 1, 2018 through January 25, 2018.
18.
Unit-Based Compensation
The Partnership has issued phantom units to its employees and non-employee directors, which vest 60% after three years and 40% after five years. Phantom units have the right to receive distributions prior to vesting. The fair value of these units is the market price of our common units on the grant date, and is amortized over the five-year vesting period using the straight-line method. Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income was $3 million and $4 million for the three months ended March 31, 2018 and 2017 , respectively. The total fair value of phantom units vested during the three months ended March 31, 2018 and 2017 , was $5 million and $0.4 million , respectively, based on the market price of SUN’s common units as of the vesting date. Unrecognized compensation cost related to our nonvested restricted phantom units totaled

22


$27 million as of March 31, 2018 , which is expected to be recognized over a weighted average period of  3.78 years. The fair value of nonvested phantom units outstanding as of March 31, 2018 totaled $56 million .
A summary of our phantom unit award activity is as follows:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2016
2,013,634

 
$
34.43

Granted
203,867

 
28.31

Vested
(289,377
)
 
45.48

Forfeited
(150,823
)
 
34.71

Outstanding at December 31, 2017
1,777,301

 
31.89

Granted
420,300

 
28.86

Vested
(169,996
)
 
28.18

Forfeited
(214,344
)
 
31.93

Outstanding at March 31, 2018
1,813,261

 
$
30.96

19.
Segment Reporting
Segment information is prepared on the same basis that our Chief Operating Decision Maker (“CODM”) reviews financial information for operational decision-making purposes. We operate our business in two primary segments, wholesale and retail, both of which are included as reportable segments. No operating segments have been aggregated in identifying the two reportable segments.
We allocate shared revenue and costs to each segment based on the way our CODM measures segment performance. Partnership overhead costs, interest and other expenses not directly attributable to a reportable segment are allocated based on segment gross profit.
We report EBITDA and Adjusted EBITDA by segment as a measure of segment performance. We define EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense. We define Adjusted EBITDA to include adjustments for non-cash compensation expense, gains and losses on disposal of assets and impairment charges, unrealized gains and losses on commodity derivatives and inventory adjustments.
Wholesale Segment
Our wholesale segment purchases motor fuel primarily from independent refiners and major oil companies and supplies it to our retail segment, to independently-operated dealer stations under long-term supply agreements, and to distributors and other consumers of motor fuel. Also included in the wholesale segment are motor fuel sales to commission agent locations and sales and costs related to processing transmix. We distribute motor fuels across more than 30 states throughout the East Coast and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. Sales of fuel from our wholesale segment to our retail segment are delivered at cost plus a profit margin. These amounts are reflected in intercompany eliminations of motor fuel revenue and motor fuel cost of sales. Also included in our wholesale segment is rental income from properties that we lease or sublease.
Retail Segment
Prior to the completion of the Retail Divestment, our retail segment primarily operated branded retail convenience stores across more than 20 states throughout the East Coast and Southeast regions of the United States with a significant presence in Texas, Pennsylvania, New York, Florida, and Hawaii. These stores offer motor fuel, merchandise, foodservice, and a variety of other services including car washes, lottery, automated teller machines, money orders, prepaid phone cards and wireless services. The operations of the Retail Divestment are included in discontinued operations in the following segment information. Subsequent to the completion of the Retail Divestment, the remaining retail segment includes the Partnership's ethanol plant, credit card services, franchise royalties, and its retail operations in Hawaii and the continental United States.
The following tables present financial information by segment for the three months ended March 31, 2018 and 2017

23


 
For the Three Months Ended March 31,
 
2018
 
2017
 
Wholesale Segment
 
Retail Segment
 
Intercompany Eliminations
 
Totals
 
Wholesale Segment
 
Retail Segment
 
Intercompany Eliminations
 
Totals
 
(in millions)
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
$

 
$
445

 
 
 
$
445

 
$

 
$
353

 
 
 
$
353

Wholesale motor fuel sales to third parties
3,094

 

 
 
 
3,094

 
2,244

 

 
 
 
2,244

Wholesale motor fuel sales to affiliates
12

 

 
 
 
12

 
21

 

 
 
 
21

Merchandise

 
135

 
 
 
135

 

 
131

 
 
 
131

Rental income
19

 
3

 
 
 
22

 
19

 
3

 
 
 
22

Other
14

 
27

 
 
 
41

 
13

 
24

 
 
 
37

Intersegment sales
404

 
34

 
(438
)
 

 
327

 
35

 
(362
)
 

Total revenue
3,543

 
644

 
(438
)
 
3,749

 
2,624

 
546

 
(362
)
 
2,808

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel

 
44

 
 
 
44

 

 
36

 
 
 
36

Wholesale motor fuel
161

 

 
 
 
161

 
122

 

 
 
 
122

Merchandise

 
42

 
 
 
42

 

 
43

 
 
 
43

Rental and other
29

 
20

 
 
 
49

 
28

 
27

 
 
 
55

Total gross profit
190

 
106

 
 
 
296

 
150

 
106

 
 
 
256

Total operating expenses
119

 
81

 
 
 
200

 
91

 
109

 
 
 
200

Operating income (loss)
71

 
25

 
 
 
96

 
59

 
(3
)
 
 
 
56

Interest expense, net
19

 
15

 
 
 
34

 
20

 
38

 
 
 
58

Loss on extinguishment of debt and other
109

 

 
 
 
109

 

 

 
 
 

Income (loss) from continuing operations before income taxes
(57
)
 
10

 
 
 
(47
)
 
39

 
(41
)
 
 
 
(2
)
Income tax expense (benefit)
1

 
30

 
 
 
31

 
1

 
(15
)
 
 
 
(14
)
Income (loss) from continuing operations
(58
)
 
(20
)
 
 
 
(78
)
 
38

 
(26
)
 
 
 
12

Loss from discontinued operations, net of income taxes (See Note 4)

 
(237
)
 
 
 
(237
)
 

 
(11
)
 
 
 
(11
)
Net income (loss) and comprehensive income (loss)
$
(58
)
 
$
(257
)
 
 
 
$
(315
)
 
$
38

 
$
(37
)
 
 
 
$
1

Depreciation, amortization and accretion (1)
28

 
21

 
 
 
49

 
22

 
65

 
 
 
87

Interest expense, net (1)
19

 
17

 
 
 
36

 
20

 
44

 
 
 
64

Income tax expense (benefit) (1)
1

 
203

 
 
 
204

 
1

 
(18
)
 
 
 
(17
)
EBITDA
(10
)
 
(16
)
 
 
 
(26
)
 
81

 
54

 
 
 
135

Non-cash compensation expense (1)

 
3

 
 
 
3

 

 
4

 
 
 
4

Loss on disposal of assets (1)
3

 
23

 
 
 
26

 
2

 
5

 
 
 
7

Loss on extinguishment of debt and other (1)
109

 
20

 
 
 
129

 

 

 
 
 

Unrealized gain on commodity derivatives (1)

 

 
 
 

 
(5
)
 

 
 
 
(5
)
Inventory fair value adjustments (1)
(25
)
 
(1
)
 
 
 
(26
)
 
13

 
1

 
 
 
14

Other non-cash adjustments
3

 

 
 
 
3

 

 

 
 
 

Adjusted EBITDA
$
80

 
$
29

 
 
 
$
109

 
$
91

 
$
64

 
 
 
$
155

Capital expenditures (1)
$
12

 
$
7

 
 
 
$
19

 
$
12