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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
|
|
30-0740483
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(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Units Representing Limited Partner Interests
|
|
New York Stock Exchange (NYSE)
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Large accelerated filer
|
ý
|
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Accelerated filer
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☐
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Non-accelerated filer
|
☐
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(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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|
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Emerging Growth 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.
|
||
Item 7.
|
||
Item 7A.
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||
Item 8.
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||
Item 9.
|
||
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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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, TX metroplex.
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•
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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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•
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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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•
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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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•
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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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•
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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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•
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Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates convenience stores on the Hawaiian Islands.
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•
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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. PES Holdings, LLC (“PES Holdings”) and eight affiliates filed for Chapter 11 bankruptcy protection on January 21, 2018 in the United States Bankruptcy Court for the District of Delaware to implement a prepackaged reorganization plan that will allow its shareholders to retain a minority stake. PES Holdings’ Chapter 11 Plan (“Plan”) proposes to inject $260 million in new capital into PES Holdings, cut debt service obligations by about $35 million per year and remove debt maturities before 2022. Under that Plan, PES Holdings’ non-debtor parent, Philadelphia Energy Solutions, in which ETP holds an indirect 33% equity interest, will provide a $65 million cash contribution in in exchange for a 25% stake in the reorganized debtor. After the restructuring, the proportionate ownership of Carlyle Group, L.P. and ETP in PES Holdings will be 16.26% and 8.13%, respectively. Finally, Sunoco Logistics Partners Operations L.P. (“SXL Operating Partnership”), a subsidiary of ETP, is providing an additional $75 million exit loan ranked pari passu with the other debt. SXL Operating Partnership’s, PES Holdings’ and ETP’s current contracts will be assumed, without any impairments, in the Chapter 11, and business operations will continue uninterrupted. The financial reorganization is expected to complete in the first quarter of 2018.
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•
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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.
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•
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1,348
convenience stores and fuel outlets;
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•
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153
independently operated consignment locations where we sell motor fuel to retail customers under commission agent arrangement with such operators;
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•
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5,501
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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•
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2,222
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 commission agent sites
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464
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218
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||
Company-operated convenience stores
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852
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496
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||
Warehouses, offices and other
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91
|
|
87
|
||
Total
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1,407
|
|
|
801
|
|
•
|
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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•
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requiring capital expenditures to comply with environmental control requirements; and
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•
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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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•
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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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•
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competition from other companies that sell motor fuel products or have convenience stores in the market areas in which we or our commission agents or dealers operate;
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•
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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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•
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prevailing economic conditions;
|
•
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supply, extreme weather and logistics disruptions; and
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•
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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;
|
•
|
our debt service requirements and other liabilities;
|
•
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fluctuations in our general working capital needs;
|
•
|
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;
|
•
|
our ability to borrow funds at favorable interest rates and access capital markets;
|
•
|
restrictions contained in debt agreements to which we are a party;
|
•
|
the level of costs related to litigation and regulatory compliance matters; and
|
•
|
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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•
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our dependence on third parties to supply our fuel storage terminals;
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•
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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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•
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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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•
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the effects of a sustained recession or other adverse economic conditions;
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•
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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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•
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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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•
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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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•
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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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•
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the validity of our assessment of environmental and other liabilities, including legacy liabilities;
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•
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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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•
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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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•
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operating a larger combined organization in new geographic areas and new lines of business;
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•
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hiring, training or retaining qualified personnel to manage and operate our growing business and assets;
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•
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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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•
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assimilation of acquired assets and operations, including additional regulatory programs;
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•
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loss of customers or key employees;
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•
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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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•
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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;
|
•
|
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
|
•
|
placing us at a competitive disadvantage compared with our competitors that have less debt.
|
•
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incur certain additional indebtedness;
|
•
|
incur, permit, or assume certain liens to exist on our properties or assets;
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
Our general partner determines which costs incurred by it and its affiliates are reimbursable by us.
|
•
|
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.
|
•
|
Our general partner has limited its liability regarding our contractual and other obligations.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
the right to share in Partnership’s profits and losses;
|
•
|
the right to share in the Partnership’s distributions;
|
•
|
the rights upon dissolution and liquidation of the Partnership;
|
•
|
whether, and the terms upon which, the Partnership may redeem the securities;
|
•
|
whether the securities will be issued, evidenced by certificates and assigned or transferred; and
|
•
|
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.
|
•
|
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:
|
•
|
whether to exercise limited call rights;
|
•
|
how to exercise voting rights with respect to any units it owns;
|
•
|
whether to exercise registration rights; and
|
•
|
whether to consent to any merger or consolidation, or amendment to our partnership agreement.
|
•
|
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.
|
•
|
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.
|
•
|
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:
|
•
|
the transaction with an affiliate or the resolution of a conflict of interest is:
|
•
|
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
|
•
|
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
|
•
|
the board of directors of our general partner acted in good faith in taking any action or failing to act.
|
•
|
our existing unitholders’ proportionate ownership interest in us will decrease;
|
•
|
the amount of cash available for distribution on each unit may decrease;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of the common units may decline.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Our Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities
|
|
Sales Price per Common Unit
|
|
Quarterly Cash Distribution
|
||||||||
|
High
|
|
Low
|
|
per Unit (1)
|
||||||
Fiscal Year 2017:
|
|
|
|
|
|
||||||
Fourth Quarter
|
$
|
32.48
|
|
|
$
|
27.91
|
|
|
$
|
0.8255
|
|
Third Quarter
|
$
|
32.67
|
|
|
$
|
29.72
|
|
|
$
|
0.8255
|
|
Second Quarter
|
$
|
31.20
|
|
|
$
|
23.71
|
|
|
$
|
0.8255
|
|
First Quarter
|
$
|
30.47
|
|
|
$
|
23.09
|
|
|
$
|
0.8255
|
|
|
|
|
|
|
|
||||||
Fiscal Year 2016:
|
|
|
|
|
|
||||||
Fourth Quarter
|
$
|
29.62
|
|
|
$
|
21.01
|
|
|
$
|
0.8255
|
|
Third Quarter
|
$
|
31.50
|
|
|
$
|
27.11
|
|
|
$
|
0.8255
|
|
Second Quarter
|
$
|
37.25
|
|
|
$
|
28.21
|
|
|
$
|
0.8255
|
|
First Quarter
|
$
|
40.00
|
|
|
$
|
22.86
|
|
|
$
|
0.8173
|
|
(1)
|
Distributions are shown in the quarter with respect to which they relate. Please see “Distributions of Available Cash” below for a discussion of our policy regarding the payment of distributions.
|
•
|
provide for the proper conduct of our business;
|
•
|
comply with applicable law, any of our debt instruments or other agreements or any other obligation; or
|
•
|
provide funds for distributions to our unitholders for any one or more of the next four quarters;
|
|
|
|
Marginal percentage interest in distributions
|
||||
|
Total quarterly distribution per
Common unit target amount
|
|
Common
Unitholders
|
|
IDR Holder
|
||
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
|
%
|
Item 6.
|
Selected Financial Data
|
|
Successor
|
|
Combined
|
|
Predecessor
|
||||||||||||||
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
Year ended December 31, 2015
|
|
Year ended December 31, 2014 (1)
|
|
Year ended December 31, 2013
|
||||||||||
|
(in millions, except per unit data)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
11,723
|
|
|
$
|
9,986
|
|
|
$
|
12,430
|
|
|
$
|
9,579
|
|
|
$
|
4,493
|
|
Operating income (loss)
|
$
|
229
|
|
|
$
|
145
|
|
|
$
|
252
|
|
|
$
|
37
|
|
|
$
|
41
|
|
Income (loss) from continuing operations
|
$
|
326
|
|
|
$
|
56
|
|
|
$
|
156
|
|
|
$
|
(26
|
)
|
|
$
|
37
|
|
Net income (loss) from continuing operations per common limited partner unit - basic
|
$
|
2.13
|
|
|
$
|
(0.32
|
)
|
|
$
|
0.91
|
|
|
$
|
1.75
|
|
|
$
|
1.69
|
|
Net income (loss) from continuing operations per common limited partner unit - diluted
|
$
|
2.12
|
|
|
$
|
(0.32
|
)
|
|
$
|
0.91
|
|
|
$
|
1.75
|
|
|
$
|
1.69
|
|
Cash distribution per unit
|
$
|
3.30
|
|
|
$
|
3.29
|
|
|
$
|
2.89
|
|
|
$
|
2.17
|
|
|
$
|
1.84
|
|
|
Successor
|
|
Predecessor
|
||||||||||||||||
|
As of December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014 (1)
|
|
2013
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
8,344
|
|
|
$
|
8,701
|
|
|
$
|
8,842
|
|
|
$
|
8,773
|
|
|
$
|
390
|
|
Long-term debt, less current maturities
|
$
|
4,284
|
|
|
$
|
4,509
|
|
|
$
|
1,953
|
|
|
$
|
1,092
|
|
|
$
|
186
|
|
Total equity
|
$
|
2,247
|
|
|
$
|
2,196
|
|
|
$
|
5,263
|
|
|
$
|
6,008
|
|
|
$
|
80
|
|
(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 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
|
•
|
the outcome of any legal proceedings that may be instituted against us following the completion of the 7-Eleven Transaction;
|
•
|
our ability to make, complete and integrate acquisitions from affiliates or third-parties;
|
•
|
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 risk incidents 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.
|
•
|
1,348
convenience stores and fuel outlets;
|
•
|
153
independently operated consignment locations where we sell motor fuel to retail customers under commission agent arrangement with such operators;
|
•
|
5,501
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
|
•
|
2,222
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 we distribute motor fuel at a fixed, volume-based profit margin or at an agreed upon level of price support. As a result, wholesale gross profit is directly tied to the volume of motor fuel that we distribute.
|
•
|
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.
W
e do not anticipate that merchandise gross profit and margin will be used by management as a key measure to analyze our future business performance as we have transitioned primarily into a wholesale fuel distribution business.
|
•
|
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,
|
|||||||||||||||||||||||
|
2017
|
|
|
2016
|
||||||||||||||||||||
|
Wholesale
|
|
Retail
|
|
Total
|
|
|
Wholesale
|
|
Retail
|
|
Total
|
||||||||||||
|
(dollars and gallons in millions, except gross profit per gallon)
|
|||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail motor fuel
|
$
|
—
|
|
|
$
|
1,577
|
|
|
$
|
1,577
|
|
|
|
$
|
—
|
|
|
$
|
1,338
|
|
|
$
|
1,338
|
|
Wholesale motor fuel sales to third parties
|
9,278
|
|
|
—
|
|
|
9,278
|
|
|
|
7,812
|
|
|
—
|
|
|
7,812
|
|
||||||
Wholesale motor fuel sale to affiliates
|
55
|
|
|
—
|
|
|
55
|
|
|
|
62
|
|
|
—
|
|
|
62
|
|
||||||
Merchandise
|
—
|
|
|
571
|
|
|
571
|
|
|
|
—
|
|
|
541
|
|
|
541
|
|
||||||
Rental income
|
77
|
|
|
12
|
|
|
89
|
|
|
|
76
|
|
|
12
|
|
|
88
|
|
||||||
Other
|
50
|
|
|
103
|
|
|
153
|
|
|
|
45
|
|
|
100
|
|
|
145
|
|
||||||
Total revenues
|
$
|
9,460
|
|
|
$
|
2,263
|
|
|
$
|
11,723
|
|
|
|
$
|
7,995
|
|
|
$
|
1,991
|
|
|
$
|
9,986
|
|
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail motor fuel
|
$
|
—
|
|
|
$
|
157
|
|
|
$
|
157
|
|
|
|
$
|
—
|
|
|
$
|
163
|
|
|
$
|
163
|
|
Wholesale motor fuel
|
535
|
|
|
—
|
|
|
535
|
|
|
|
596
|
|
|
—
|
|
|
596
|
|
||||||
Merchandise
|
—
|
|
|
185
|
|
|
185
|
|
|
|
—
|
|
|
178
|
|
|
178
|
|
||||||
Rental and other
|
116
|
|
|
115
|
|
|
231
|
|
|
|
110
|
|
|
109
|
|
|
219
|
|
||||||
Total gross profit
|
$
|
651
|
|
|
$
|
457
|
|
|
$
|
1,108
|
|
|
|
$
|
706
|
|
|
$
|
450
|
|
|
$
|
1,156
|
|
Net income (loss) and comprehensive income (loss) from continuing operations
|
167
|
|
|
159
|
|
|
326
|
|
|
|
252
|
|
|
(196
|
)
|
|
56
|
|
||||||
Net loss and comprehensive loss from discontinued operations
|
—
|
|
|
(177
|
)
|
|
(177
|
)
|
|
|
—
|
|
|
(462
|
)
|
|
(462
|
)
|
||||||
Net income (loss) and comprehensive income (loss)
|
$
|
167
|
|
|
$
|
(18
|
)
|
|
$
|
149
|
|
|
|
$
|
252
|
|
|
$
|
(658
|
)
|
|
$
|
(406
|
)
|
Net income (loss) and comprehensive income (loss) attributable to limited partners
|
$
|
167
|
|
|
$
|
(18
|
)
|
|
$
|
149
|
|
|
|
$
|
252
|
|
|
$
|
(658
|
)
|
|
$
|
(406
|
)
|
Adjusted EBITDA attributable to partners (2)
|
$
|
346
|
|
|
$
|
386
|
|
|
$
|
732
|
|
|
|
$
|
320
|
|
|
$
|
345
|
|
|
$
|
665
|
|
Distributable cash flow attributable to partners, as adjusted (2)
|
|
|
|
|
$
|
473
|
|
|
|
|
|
|
|
$
|
390
|
|
||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total motor fuel gallons sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail (3)
|
|
|
2,526
|
|
|
2,526
|
|
|
|
|
|
2,517
|
|
|
2,517
|
|
||||||||
Wholesale
|
5,421
|
|
|
|
|
5,421
|
|
|
|
5,288
|
|
|
|
|
5,288
|
|
||||||||
Motor fuel gross profit cents per gallon (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail (3)
|
|
|
25.5¢
|
|
|
25.5¢
|
|
|
|
|
|
24.0¢
|
|
|
24.0¢
|
|
||||||||
Wholesale
|
10.5¢
|
|
|
|
|
10.5¢
|
|
|
|
9.8¢
|
|
|
|
|
9.8¢
|
|
||||||||
Volume-weighted average for all gallons (3)
|
|
|
|
|
15.2¢
|
|
|
|
|
|
|
|
14.4¢
|
|
||||||||||
Retail merchandise margin (3)
|
|
|
31.6
|
%
|
|
|
|
|
|
|
31.5
|
%
|
|
|
(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.”
|
(3)
|
Includes amounts from discontinued operations.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||
|
2017
|
|
|
2016
|
||||||||||||||||||||
|
Wholesale
|
|
Retail
|
|
Total
|
|
|
Wholesale
|
|
Retail
|
|
Total
|
||||||||||||
|
(in millions)
|
|||||||||||||||||||||||
Net income (loss) and comprehensive income (loss)
|
$
|
167
|
|
|
$
|
(18
|
)
|
|
$
|
149
|
|
|
|
$
|
252
|
|
|
$
|
(658
|
)
|
|
$
|
(406
|
)
|
Depreciation, amortization and accretion (1)
|
118
|
|
|
85
|
|
|
203
|
|
|
|
94
|
|
|
225
|
|
|
319
|
|
||||||
Interest expense, net (1)
|
88
|
|
|
157
|
|
|
245
|
|
|
|
59
|
|
|
130
|
|
|
189
|
|
||||||
Income tax expense (benefit) (1)
|
(10
|
)
|
|
(248
|
)
|
|
(258
|
)
|
|
|
5
|
|
|
(36
|
)
|
|
(31
|
)
|
||||||
EBITDA
|
$
|
363
|
|
|
$
|
(24
|
)
|
|
$
|
339
|
|
|
|
$
|
410
|
|
|
$
|
(339
|
)
|
|
$
|
71
|
|
Non-cash compensation expense (1)
|
2
|
|
|
22
|
|
|
24
|
|
|
|
6
|
|
|
7
|
|
|
13
|
|
||||||
Loss (gain) on disposal of assets & impairment charge (1)
|
8
|
|
|
392
|
|
|
400
|
|
|
|
(3
|
)
|
|
683
|
|
|
680
|
|
||||||
Unrealized (gains) losses on commodity derivatives (1)
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||
Inventory adjustments (1)
|
(24
|
)
|
|
(4
|
)
|
|
(28
|
)
|
|
|
(98
|
)
|
|
(6
|
)
|
|
(104
|
)
|
||||||
Adjusted EBITDA attributable to partners
|
$
|
346
|
|
|
$
|
386
|
|
|
$
|
732
|
|
|
|
$
|
320
|
|
|
$
|
345
|
|
|
$
|
665
|
|
Cash interest expense (1)
|
|
|
|
|
231
|
|
|
|
|
|
|
|
178
|
|
||||||||||
Current income tax expense (1)
|
|
|
|
|
4
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Maintenance capital expenditures (1)
|
|
|
|
|
48
|
|
|
|
|
|
|
|
106
|
|
||||||||||
Distributable cash flow attributable to partners
|
|
|
|
|
$
|
449
|
|
|
|
|
|
|
|
$
|
381
|
|
||||||||
Transaction-related expenses (1)
|
|
|
|
|
47
|
|
|
|
|
|
|
|
9
|
|
||||||||||
Series A Preferred distribution
|
|
|
|
|
(23
|
)
|
|
|
|
|
|
|
—
|
|
||||||||||
Distributable cash flow attributable to partners, as adjusted
|
|
|
|
|
$
|
473
|
|
|
|
|
|
|
|
$
|
390
|
|
(1)
|
Includes amounts from discontinued operations.
|
•
|
an increase in wholesale motor fuel revenue of
$1.5 billion
due to a
15.6%
, or a
$0.23
, increase in the sales price per wholesale motor fuel gallon, and an increase in wholesale motor fuel gallons sold of approximately
133 million
; and
|
•
|
a net increase in retail motor fuel and merchandise revenue of $269 million.
|
•
|
a decrease in the gross profit on wholesale motor fuel of
$61 million
primarily due to a
$74 million
unfavorable change in the inventory adjustment compared to the prior year. Excluding the inventory adjustment change, we had a
7%
, or
$0.007
increase in the gross profit per wholesale motor fuel gallon and an increase in wholesale motor fuel gallons of approximately
133 million
; and
|
•
|
a net increase in other gross profit consisting of merchandise, rental and other and retail motor fuel of $13 million.
|
•
|
a decrease in loss on disposal of assets and impairment charges of
$111 million
caused by a decrease of
$108 million
in lower impairment charges on our retail reporting unit in
2017
compared to 2016 and loss on disposal of assets;
|
•
|
a decrease in general and administrative expenses of
$15 million
primarily due to higher costs in 2016 related to relocation, employee termination, and higher contract labor and professional fees as the Partnership transitioned offices in Philadelphia, Pennsylvania, Houston, Texas, and Corpus Christi, Texas to Dallas during 2016;
|
•
|
a decrease in depreciation, amortization and accretion expense of
$7 million
primarily due to lower depreciation expense over the past year; offset by
|
•
|
an increase of other operating expenses of
$1 million
.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||
|
2016
|
|
|
2015
|
||||||||||||||||||||
|
Wholesale
|
|
Retail
|
|
Total
|
|
|
Wholesale
|
|
Retail
|
|
Total
|
||||||||||||
|
(dollars and gallons in millions, except gross profit per gallon)
|
|||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail motor fuel
|
$
|
—
|
|
|
$
|
1,338
|
|
|
$
|
1,338
|
|
|
|
$
|
—
|
|
|
$
|
1,540
|
|
|
$
|
1,540
|
|
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
|
—
|
|
|
541
|
|
|
541
|
|
|
|
—
|
|
|
544
|
|
|
544
|
|
||||||
Rental income
|
76
|
|
|
12
|
|
|
88
|
|
|
|
52
|
|
|
29
|
|
|
81
|
|
||||||
Other
|
45
|
|
|
100
|
|
|
145
|
|
|
|
28
|
|
|
113
|
|
|
141
|
|
||||||
Total revenues
|
$
|
7,995
|
|
|
$
|
1,991
|
|
|
$
|
9,986
|
|
|
|
$
|
10,204
|
|
|
$
|
2,226
|
|
|
$
|
12,430
|
|
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail motor fuel
|
$
|
—
|
|
|
$
|
163
|
|
|
$
|
163
|
|
|
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
200
|
|
Wholesale motor fuel
|
596
|
|
|
—
|
|
|
596
|
|
|
|
384
|
|
|
—
|
|
|
384
|
|
||||||
Merchandise
|
—
|
|
|
178
|
|
|
178
|
|
|
|
—
|
|
|
179
|
|
|
179
|
|
||||||
Rental and other
|
110
|
|
|
109
|
|
|
219
|
|
|
|
74
|
|
|
143
|
|
|
217
|
|
||||||
Total gross profit
|
$
|
706
|
|
|
$
|
450
|
|
|
$
|
1,156
|
|
|
|
$
|
458
|
|
|
$
|
522
|
|
|
$
|
980
|
|
Net income (loss) and comprehensive income (loss) from continuing operations
|
252
|
|
|
(196
|
)
|
|
56
|
|
|
|
68
|
|
|
88
|
|
|
156
|
|
||||||
Net income (loss) and comprehensive income (loss) from discontinued operations
|
—
|
|
|
(462
|
)
|
|
(462
|
)
|
|
|
—
|
|
|
38
|
|
|
38
|
|
||||||
Net income (loss) and comprehensive income (loss)
|
$
|
252
|
|
|
$
|
(658
|
)
|
|
$
|
(406
|
)
|
|
|
$
|
68
|
|
|
$
|
126
|
|
|
$
|
194
|
|
Net income (loss) and comprehensive income (loss) attributable to limited partners
|
$
|
252
|
|
|
$
|
(658
|
)
|
|
$
|
(406
|
)
|
|
|
$
|
(28
|
)
|
|
$
|
115
|
|
|
$
|
87
|
|
Adjusted EBITDA attributable to partners (2)
|
$
|
320
|
|
|
$
|
345
|
|
|
$
|
665
|
|
|
|
$
|
280
|
|
|
$
|
435
|
|
|
$
|
715
|
|
Distributable cash flow attributable to partners, as adjusted (2)
|
|
|
|
|
$
|
390
|
|
|
|
|
|
|
|
$
|
272
|
|
||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total motor fuel gallons sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail (3)
|
|
|
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 (3)
|
|
|
24.0¢
|
|
|
24.0¢
|
|
|
|
|
|
26.4¢
|
|
|
26.4¢
|
|
||||||||
Wholesale
|
9.8¢
|
|
|
|
|
9.8¢
|
|
|
|
9.4¢
|
|
|
|
|
9.4¢
|
|
||||||||
Volume-weighted average for all gallons (3)
|
|
|
|
|
14.4¢
|
|
|
|
|
|
|
|
14.9¢
|
|
||||||||||
Retail merchandise margin (3)
|
|
|
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.”
|
(3)
|
Includes amounts from discontinued operations.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||
|
2016
|
|
|
2015
|
||||||||||||||||||||
|
Wholesale
|
|
Retail
|
|
Total
|
|
|
Wholesale
|
|
Retail
|
|
Total
|
||||||||||||
|
(in millions)
|
|||||||||||||||||||||||
Net income (loss) and comprehensive income (loss)
|
$
|
252
|
|
|
$
|
(658
|
)
|
|
$
|
(406
|
)
|
|
|
$
|
68
|
|
|
$
|
126
|
|
|
$
|
194
|
|
Depreciation, amortization, and accretion (3)
|
94
|
|
|
225
|
|
|
319
|
|
|
|
68
|
|
|
210
|
|
|
278
|
|
||||||
Interest expense, net (3)
|
59
|
|
|
130
|
|
|
189
|
|
|
|
55
|
|
|
33
|
|
|
88
|
|
||||||
Income tax expense (benefit) (3)
|
5
|
|
|
(36
|
)
|
|
(31
|
)
|
|
|
4
|
|
|
48
|
|
|
52
|
|
||||||
EBITDA
|
$
|
410
|
|
|
$
|
(339
|
)
|
|
$
|
71
|
|
|
|
$
|
195
|
|
|
$
|
417
|
|
|
$
|
612
|
|
Non-cash compensation expense (3)
|
6
|
|
|
7
|
|
|
13
|
|
|
|
4
|
|
|
4
|
|
|
8
|
|
||||||
Loss (gain) on disposal of assets & impairment charge (3)
|
(3
|
)
|
|
683
|
|
|
680
|
|
|
|
1
|
|
|
(2
|
)
|
|
(1
|
)
|
||||||
Unrealized losses on commodity derivatives (3)
|
5
|
|
|
—
|
|
|
5
|
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Inventory adjustments (2) (3)
|
(98
|
)
|
|
(6
|
)
|
|
(104
|
)
|
|
|
78
|
|
|
20
|
|
|
98
|
|
||||||
Adjusted EBITDA
|
$
|
320
|
|
|
$
|
345
|
|
|
$
|
665
|
|
|
|
$
|
280
|
|
|
$
|
439
|
|
|
$
|
719
|
|
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||
Adjusted EBITDA attributable to partners
|
$
|
320
|
|
|
$
|
345
|
|
|
$
|
665
|
|
|
|
$
|
280
|
|
|
$
|
435
|
|
|
$
|
715
|
|
Cash interest expense (1) (3)
|
|
|
|
|
178
|
|
|
|
|
|
|
|
76
|
|
||||||||||
Current income tax benefit (3)
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(18
|
)
|
||||||||||
Maintenance capital expenditures (3)
|
|
|
|
|
106
|
|
|
|
|
|
|
|
35
|
|
||||||||||
Preacquisition earnings
|
|
|
|
|
—
|
|
|
|
|
|
|
|
356
|
|
||||||||||
Distributable cash flow attributable to partners
|
|
|
|
|
$
|
381
|
|
|
|
|
|
|
|
$
|
266
|
|
||||||||
Transaction-related expenses (3)
|
|
|
|
|
9
|
|
|
|
|
|
|
|
6
|
|
||||||||||
Distributable cash flow attributable to partners, as adjusted
|
|
|
|
|
$
|
390
|
|
|
|
|
|
|
|
$
|
272
|
|
(1)
|
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.
|
(2)
|
Due to the change in fuel prices, we recorded a write-down on the value of fuel inventory of $98 million (including $20 million from discontinued operations) at December 31, 2015.
|
(3)
|
Includes amounts from discontinued operations.
|
•
|
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
$202 million
; offset by
|
•
|
an increase in rental and other revenue of
$11 million
as a result of a $7 million increase in rental income and a
$4 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 of
$212 million
primarily due to a
28.7%
, or
$0.55
, decrease in the cost per wholesale motor fuel gallon; offset by
|
•
|
a decrease in the gross profit on retail motor fuel of
$37 million
.
|
•
|
a goodwill impairment charge of
$227 million
on our retail segment was recorded in 2016;
|
•
|
an increase in general and administrative costs of
$29 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; and
|
•
|
an increase in depreciation, amortization and accretion expense of
$26 million
primarily due to acquisitions completed in the last quarter of 2015 and throughout the year in 2016.
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
(in millions)
|
||||||||||
Net cash provided by (used in)
|
|
|
|
|
|
||||||
Operating activities - continuing operations
|
$
|
303
|
|
|
$
|
466
|
|
|
$
|
349
|
|
Investing activities - continuing operations
|
(132
|
)
|
|
(331
|
)
|
|
(1,129
|
)
|
|||
Financing activities - continuing operations
|
(339
|
)
|
|
2,501
|
|
|
1,953
|
|
|||
Discontinued operations
|
93
|
|
|
(2,585
|
)
|
|
(1,250
|
)
|
|||
Net increase (decrease) in cash
|
$
|
(75
|
)
|
|
$
|
51
|
|
|
$
|
(77
|
)
|
•
|
received $300 million proceeds from issuance of Series A Preferred Units;
|
•
|
borrowed
$2.7 billion
and repaid
$2.9 billion
under our 2014 Revolver to fund daily operations;
|
•
|
paid
$431 million
in distributions to our unitholders, of which $251 million was paid to ETP and ETE collectively.
|
|
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)
|
$
|
4,324
|
|
|
$
|
6
|
|
|
$
|
2,619
|
|
|
$
|
812
|
|
|
$
|
887
|
|
Interest payments (2)
|
760
|
|
|
230
|
|
|
332
|
|
|
161
|
|
|
37
|
|
|||||
Operating lease obligations (3)
|
812
|
|
|
74
|
|
|
123
|
|
|
101
|
|
|
514
|
|
|||||
Total
|
$
|
5,896
|
|
|
$
|
310
|
|
|
$
|
3,074
|
|
|
$
|
1,074
|
|
|
$
|
1,438
|
|
(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, 2017
was
$765 million
, 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, 2017
and commitment fees on the unused portion of the facility through September 2019 using rates in effect at
December 31, 2017
.
|
(3)
|
Includes minimum rental commitments under non-cancelable leases.
|
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
|
62
|
Chairman of the Board
|
Joseph Kim
|
46
|
President & Chief Executive Officer and Director
|
Arnold D. Dodderer
|
50
|
General Counsel & Assistant Secretary
|
Karl R. Fails
|
43
|
Senior Vice President, Chief Commercial Officer
|
Brian A. Hand
|
50
|
Senior Vice President, Chief Development & Marketing Officer
|
S. Blake Heinemann
|
64
|
Senior Vice President, Chief Sales Officer
|
Thomas R. Miller
|
57
|
Chief Financial Officer
|
James W. Bryant
|
84
|
Director
|
Christopher R. Curia
|
62
|
Director and Executive Vice President, Human Resources
|
Thomas E. Long
|
61
|
Director
|
W. Brett Smith
|
58
|
Director
|
K. Rick Turner
|
59
|
Director
|
Item 11.
|
Executive Compensation
|
Name
|
Principal Position
|
Robert W. Owens (1)
|
Chief Executive Officer
|
Joseph Kim
|
President and Chief Operating Officer (2)
|
Thomas R. Miller
|
Chief Financial Officer
|
S. Blake Heinemann
|
Executive Vice President, Operations — East
|
Cynthia A. Archer (3)
|
Executive Vice President and Chief Marketing Officer
|
R. Bradley Williams (4)
|
Executive Vice President, Operations — West
|
(1)
|
Mr. Owens, Chief Executive Officer of our General Partner, retired effective December 31, 2017. Mr. Owens entered into a consulting agreement with the Partnership which became effective January 1, 2018 whereby Mr. Owens shall provide consulting and advisory duties to the Partnership as requested by the Chairman on the Board of our General Partner.
|
(2)
|
Effective January 1, 2018, Mr. Kim was appointed President and Chief Executive Officer of our General Partner.
|
(3)
|
Ms. Archer, Executive Vice President and Chief Marketing Officer of our General Partner, retired effective December 31, 2017.
|
(4)
|
Mr. Williams, Executive Vice President, Operations — West of our General Partner, left the Partnership in connection with sale of our retail stores (the “Retail Divestiture”) to 7-Eleven Inc. (“7-Eleven”) in January 2018.
|
•
|
A separation payment to Mr. Owens of a lump sum total gross amount equal to $636,480, less all required government payroll deductions, which is an amount equal to one year of Mr. Owens' base salary;
|
•
|
An additional lump sum payment to Mr. Owens of $795,600, less all required government payroll deductions, which is an amount intended to be equivalent to Mr. Owens' target bonus award for 2017;
|
•
|
Payment by the Partnership of the full cost of Mr. Owens' premium for continued health insurance coverage under Sunoco LP’s health insurance plan for a period of twelve months; and
|
•
|
Accelerated vesting of:
|
◦
|
91,540 Sunoco LP restricted phantom unit awards and 6,000 ETP restricted unit awards in January 2018;
|
◦
|
45,770 Sunoco LP restricted phantom unit awards and 6,000 ETP restricted unit awards in January 2019; and
|
◦
|
45,770 Sunoco LP restricted phantom unit awards in January 2020.
|
•
|
Bi-weekly severance payments under the Sunoco GP LLC Severance Plan ("SUN Severance Plan") to Ms. Archer of total gross amount equal to $367,200, less all required government payroll deductions, which is an amount equal to one year of Ms. Archer's base salary;
|
•
|
An additional lump sum payment to Ms. Archer of $293,760, less all required government payroll deductions, which is an amount intended to be equivalent to Ms. Archer's target bonus award for 2017;
|
•
|
Payment by the Partnership of the full cost of Ms. Archer's premium for continued health insurance coverage under Sunoco LP’s health insurance plan and the Consolidated Omnibus Budget Reconciliation Act for a period of six months; and
|
•
|
Accelerated vesting of 31,064 Sunoco LP restricted phantom unit awards and 2,100 ETP restricted unit awards in January 2018.
|
(i)
|
an amount equivalent to his 2017 target bonus award;
|
(ii)
|
an amount equivalent to his target bonus award for 2018 pro-rated for the number of days in 2018 prior to the closing of the Retail Divestiture; and
|
(iii)
|
Acceleration of 15,000 Sunoco LP restricted phantom unit awards and 2,400 ETP restricted unit awards.
|
(i)
|
$266,506, less all required government payroll deductions, which is an amount intended to be equivalent to Mr. Williams’ target bonus award for 2017;
|
(ii)
|
$16,063, less all required government payroll deductions, which is an amount intended to be equivalent to Mr. Williams’ target bonus award for 2018 pro-rated for the number of days Mr. Williams was employed by us in 2018 prior to closing of the Retail Divestiture; and
|
(iii)
|
Accelerated vesting of 15,000 Sunoco LP restricted phantom unit awards and 2,400 ETP restricted unit awards in February 2018.
|
•
|
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;
|
•
|
401(k) plan employer contributions; and
|
•
|
severance payments where applicable.
|
Employee Level
|
|
Minimum Severance Pay
|
|
Maximum Severance Pay
|
Senior Manager or below
|
|
8 weeks of Base Pay
|
|
26 weeks of Base Pay
|
Director or Senior Director
|
|
16 weeks of Base Pay
|
|
39 weeks of Base Pay
|
Vice President and above
|
|
26 weeks of Base Pay
|
|
52 weeks of Base Pay
|
Employee Level
|
|
Accelerated Vesting of Outstanding LTIP Awards
|
Senior Manager or below
|
|
30% of the unvested outstanding LTIP awards
|
Director or Senior Director
|
|
40% of the unvested outstanding LTIP awards
|
Vice President and above
|
|
50% of the unvested outstanding LTIP awards
|
Name and Principal Position
|
Year
|
|
Salary ($) (1)
|
|
Bonus ($) (2)
|
|
Unit Awards ($) (3)
|
|
Non-Equity Incentive Plan
Compensation ($)
|
|
Change in Nonqualified Deferred Compensation Earnings ($)
|
|
All Other Compensation ($) (4)
|
|
Total ($)
|
||||||||||||||
Robert W. Owens
|
2017
|
|
$
|
636,480
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,912
|
|
|
$
|
5,619,491
|
|
|
$
|
6,318,883
|
|
Chief Executive Officer
|
2016
|
|
629,760
|
|
|
708,480
|
|
|
2,192,764
|
|
|
—
|
|
|
794,960
|
|
|
66,175
|
|
|
4,392,139
|
|
|||||||
2015
|
|
611,077
|
|
|
763,846
|
|
|
4,446,828
|
|
|
—
|
|
|
—
|
|
|
10,543
|
|
|
5,832,294
|
|
||||||||
Joseph Kim
|
2017
|
|
386,913
|
|
|
406,259
|
|
|
897,278
|
|
|
—
|
|
|
—
|
|
|
9,884
|
|
|
1,700,334
|
|
|||||||
President and Chief Operating Officer
|
2016
|
|
378,462
|
|
|
272,492
|
|
|
607,425
|
|
|
—
|
|
|
—
|
|
|
3,797
|
|
|
1,262,176
|
|
|||||||
Thomas M. Miller
|
2017
|
|
323,692
|
|
|
323,692
|
|
|
524,475
|
|
|
—
|
|
|
—
|
|
|
9,430
|
|
|
1,181,289
|
|
|||||||
Chief Financial Officer
|
2016
|
|
196,923
|
|
|
230,400
|
|
|
1,021,650
|
|
|
—
|
|
|
—
|
|
|
22,208
|
|
|
1,471,181
|
|
|||||||
S. Blake Heinemann
|
2017
|
|
333,132
|
|
|
333,132
|
|
|
524,475
|
|
|
—
|
|
|
—
|
|
|
12,294
|
|
|
1,203,033
|
|
|||||||
Executive Vice President, Operations — East
|
2016
|
|
325,855
|
|
|
234,616
|
|
|
534,000
|
|
|
—
|
|
|
—
|
|
|
12,182
|
|
|
1,106,653
|
|
|||||||
2015
|
|
318,635
|
|
|
254,908
|
|
|
976,596
|
|
|
—
|
|
|
—
|
|
|
11,128
|
|
|
1,561,267
|
|
||||||||
Cynthia A. Archer
|
2017
|
|
367,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,919
|
|
|
1,599,345
|
|
|
2,001,464
|
|
|||||||
Executive Vice President and Chief Marketing Officer
|
2016
|
|
363,323
|
|
|
261,593
|
|
|
587,400
|
|
|
—
|
|
|
5,703
|
|
|
12,592
|
|
|
1,230,611
|
|
|||||||
2015
|
|
349,716
|
|
|
279,773
|
|
|
1,082,758
|
|
|
—
|
|
|
—
|
|
|
11,374
|
|
|
1,723,621
|
|
||||||||
R. Bradley Williams
|
2017
|
|
333,132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,000
|
|
|
342,132
|
|
|||||||
Executive Vice President, Operations — West
|
2016
|
|
325,855
|
|
|
234,616
|
|
|
534,000
|
|
|
—
|
|
|
—
|
|
|
9,000
|
|
|
1,103,471
|
|
|||||||
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 2015, 2016 and 2017. 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 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 Mr. Williams, respectively, and (ii) 100% of the grant date fair value of phantom unit awards made under the LTIP Plan to the NEOs and directors in 2015. The remainder of the compensation expense for Mr. Owens in 2015 and for the remainder of the named executive officers in 2015 was primarily allocated to the retail and wholesale businesses of ETP, which businesses were contributed to us in 2015 and 2016. For 2016 and 2017, amounts reported herein reflect (i) 100% of the cash compensation expense associated with the NEO’s services and (iii) 100% grant date value of phantom unit awards associated with the services performed by each of the NEOs and directors. Cash compensation expenses for each NEO were allocated on the basis of total cash compensation earned by the NEO during the period.
|
(2)
|
The discretionary cash bonus amounts for our named executive officers for
2017
reflect cash bonuses approved by the Compensation Committee in February 2018 that are expected to be paid in March 2018. Mr. Owens and Ms. Archer each retired on December 31, 2017 and received a payment designed to be equivalent to 100% of their targeted bonus in accordance with their respective separation agreements. Mr. Williams left the Partnership upon completion of the 7-Eleven Retail Divestiture and received a payment designed to be equivalent to 100% of his target for 2017 and pro-rated for the portion of the year that he was employed by Sunoco in 2018 in accordance with his Retention Agreement.
|
(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)
|
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 2017, distribution payments in connection with distribution equivalent rights totaled $851,774 for Mr. Owens, $197,856 for Mr. Kim, $113,919 for Mr. Miller, $239,560 for Mr. Heinemann, $254,551 for Ms. Archer and $197,889 for Mr. Williams.
|
Name
|
|
Year
|
|
Perquisites
and Other
Personal
Benefits
($) (1)
|
|
Matching
Contributions
to 401(k) and
Deferred
Compensation
Plans
($) (2)
|
|
Severance Payments (3)
|
|
Other
($) (4)
|
|
Total
|
||||||||||
Robert W. Owens
|
|
2017
|
|
$
|
61,529
|
|
|
$
|
6,120
|
|
|
$
|
5,546,724
|
|
|
$
|
5,118
|
|
|
$
|
5,619,491
|
|
|
|
2016
|
|
54,861
|
|
|
6,000
|
|
|
—
|
|
|
5,314
|
|
|
66,175
|
|
|||||
|
|
2015
|
|
—
|
|
|
6,309
|
|
|
—
|
|
|
4,234
|
|
|
10,543
|
|
|||||
Joseph Kim
|
|
2017
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
884
|
|
|
9,884
|
|
|||||
|
|
2016
|
|
—
|
|
|
2,942
|
|
|
—
|
|
|
855
|
|
|
3,797
|
|
|||||
Thomas M. Miller
|
|
2017
|
|
2,331
|
|
|
5,023
|
|
|
—
|
|
|
2,077
|
|
|
9,431
|
|
|||||
|
|
2016
|
|
20,928
|
|
|
—
|
|
|
—
|
|
|
1,280
|
|
|
22,208
|
|
|||||
S. Blake Heinemann
|
|
2017
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
3,294
|
|
|
12,294
|
|
|||||
|
|
2016
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
3,182
|
|
|
12,182
|
|
|||||
|
|
2015
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
2,128
|
|
|
11,128
|
|
|||||
Cynthia A. Archer
|
|
2017
|
|
5,872
|
|
|
9,000
|
|
|
1,580,810
|
|
|
3,663
|
|
|
1,599,345
|
|
|||||
|
|
2016
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
3,592
|
|
|
12,592
|
|
|||||
|
|
2015
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
2,374
|
|
|
11,374
|
|
|||||
R. Bradley Williams
|
|
2017
|
|
—
|
|
|
9,000
|
|
|
|
|
—
|
|
|
9,000
|
|
||||||
|
|
2016
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
—
|
|
|
9,000
|
|
|||||
|
|
2015
|
|
—
|
|
|
9,000
|
|
|
—
|
|
|
—
|
|
|
9,000
|
|
(1)
|
The amounts in this column reflect relocation costs for Mr. Owens and health insurance premiums in connection with their respective severance agreements of $11,160 and $5,046, respectively, for Mr. Owens and Ms. Archer.
|
(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)
|
Mr. Owens and Ms. Archer retired as of December 31, 2017. Mr. Owens received a lump sum separation payment after his separation agreement became effective and Ms. Archer will receive bi-weekly payments of her severance amount and such payments began in January 2018 after her separation agreement became effective. Each received/will receive accelerated vesting of Sunoco LP and ETP unit award contingent upon their compliance with a restrictive covenants described in their separation agreements, the fair value of as of December 31, 2017 is included above ($4,114,644 for Mr. Owens and $919,850 for Ms. Archer).
|
(4)
|
The amounts in this column reflect the dollar value of life insurance premiums paid for the benefit of the named executive officers.
|
Name
|
|
Grant Date
|
|
Type of Award (1)
|
|
Approval Date
|
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards
|
|
All Other
Stock
Awards:
Number of
Shares of
Stock
(#) (1)
|
|
Grant Date
Fair Value of
Stock Awards
($) (1)
|
||||||||||
|
|
|
|
|
|
|
|
Threshold (#)
|
|
Target (#)
|
|
Maximum (#)
|
|
|
|
|
|
|||||
Joseph Kim
|
|
12/21/2017
|
|
Phantom units
|
|
12/21/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,650
|
|
|
$
|
897,278
|
|
Thomas R. Miller
|
|
12/21/2017
|
|
Phantom units
|
|
12/21/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,500
|
|
|
524,475
|
|
|
S. Blake Heinemann
|
|
12/21/2017
|
|
Phantom units
|
|
12/21/2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,500
|
|
|
524,475
|
|
(1)
|
The restricted phantom units granted in December 2017 vest 60% in December 2020 and 40% in December 2022. 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 Awards (1)
|
||||||||||||
Name
|
|
Grant Date (1)
|
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
|
|
Market
Value of
Shares or
Units
That
Have Not
Vested
($) (2)
|
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#)
|
|
Equity
Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
($)
|
||||||
Robert W. Owens (3)
|
|
12/29/2016
|
|
82,126
|
|
|
$
|
2,332,378
|
|
|
—
|
|
|
$
|
—
|
|
|
|
12/16/2015
|
|
65,290
|
|
|
1,854,236
|
|
|
—
|
|
|
—
|
|
||
|
|
1/26/2015
|
|
15,664
|
|
|
444,858
|
|
|
—
|
|
|
—
|
|
||
|
|
11/10/2014
|
|
20,000
|
|
|
568,000
|
|
|
—
|
|
|
—
|
|
||
Joseph Kim
|
|
12/21/2017
|
|
31,650
|
|
|
898,860
|
|
|
—
|
|
|
—
|
|
||
|
|
12/29/2016
|
|
22,750
|
|
|
646,100
|
|
|
—
|
|
|
—
|
|
||
|
|
12/16/2015
|
|
13,888
|
|
|
394,419
|
|
|
—
|
|
|
—
|
|
||
|
|
10/26/2015
|
|
20,000
|
|
|
568,000
|
|
|
—
|
|
|
—
|
|
||
Thomas R. Miller
|
|
12/21/2017
|
|
18,500
|
|
|
525,400
|
|
|
—
|
|
|
—
|
|
||
|
|
12/29/2016
|
|
19,500
|
|
|
553,800
|
|
|
—
|
|
|
—
|
|
||
|
|
5/26/2016
|
|
15,000
|
|
|
426,000
|
|
|
—
|
|
|
—
|
|
||
S. Blake Heinemann (4)
|
|
12/21/2017
|
|
18,500
|
|
|
525,400
|
|
|
—
|
|
|
—
|
|
||
|
|
12/29/2016
|
|
20,000
|
|
|
568,000
|
|
|
—
|
|
|
—
|
|
||
|
|
12/16/2015
|
|
14,780
|
|
|
419,752
|
|
|
—
|
|
|
—
|
|
||
|
|
1/26/2015
|
|
2,808
|
|
|
79,747
|
|
|
—
|
|
|
—
|
|
||
|
|
11/10/2014
|
|
10,000
|
|
|
284,000
|
|
|
—
|
|
|
—
|
|
||
Cynthia A. Archer (5)
|
|
12/29/2016
|
|
12,987
|
|
|
368,831
|
|
|
—
|
|
|
—
|
|
||
|
|
12/16/2015
|
|
9,888
|
|
|
280,819
|
|
|
—
|
|
|
—
|
|
||
|
|
1/26/2015
|
|
2,189
|
|
|
62,168
|
|
|
—
|
|
|
—
|
|
||
|
|
11/10/2014
|
|
6,000
|
|
|
170,400
|
|
|
—
|
|
|
—
|
|
||
R. Bradley Williams (6)
|
|
12/29/2016
|
|
20,000
|
|
|
568,000
|
|
|
—
|
|
|
—
|
|
||
|
|
12/16/2015
|
|
16,080
|
|
|
456,672
|
|
|
—
|
|
|
—
|
|
||
|
|
1/26/2015
|
|
3,540
|
|
|
100,536
|
|
|
—
|
|
|
—
|
|
||
|
|
11/10/2014
|
|
6,000
|
|
|
170,400
|
|
|
—
|
|
|
—
|
|
(1)
|
Common unit awards outstanding vest as follows:
|
(2)
|
Based on the closing market price of our common units of $28.40 on December 29, 2017.
|
(3)
|
Mr. Owens also had 12,000 unvested ETP unit awards outstanding at
December 31, 2017
with a market value of $215,040 based on the closing market price of ETP’s common units of $17.92 on December 29, 2017. In connection with the Owens Severance Agreement, certain units outstanding at December 31, 2017 will accelerate as follows:
|
◦
|
91,540 Sunoco LP unit awards and 6,000 ETP unit awards in January 2018;
|
◦
|
45,770 Sunoco LP unit awards and 6,000 ETP unit awards in January 2019; and
|
◦
|
45,770 Sunoco LP unit awards in January 2020.
|
(4)
|
Mr. Heinemann also had 4,200 unvested ETP unit awards outstanding at
December 31, 2017
with a market value of $75,264 based on the closing market price of ETP’s common units of $17.92 on December 29, 2017.
|
(5)
|
Ms. Archer also had 2,100 unvested ETP unit awards outstanding at
December 31, 2017
with a market value of $37,632 based on the closing market price of ETP’s common units of $17.92 on December 29, 2017. In connection with the Archer Severance Agreement, accelerated vesting of 31,064 Sunoco LP unit awards and 2,100 ETP unit awards will occur in January 2018.
|
(6)
|
Mr. Williams also had 2,400 unvested ETP unit awards outstanding at
December 31, 2017
with a market value of $43,008 based on the closing market price of ETP’s common units of $17.92 on December 29, 2017.
|
|
Unit Awards
|
|||||
Name
|
Number of
Units
Acquired on
Vesting (#)
|
|
Value Realized on
Vesting ($) (1)
|
|||
Sunoco LP restricted phantom unit vestings:
|
|
|
|
|||
Robert W. Owens
|
53,496
|
|
|
$
|
1,592,576
|
|
S. Blake Heinemann
|
20,472
|
|
|
609,451
|
|
|
Cynthia A. Archer
|
20,472
|
|
|
609,451
|
|
|
R. Bradley Williams
|
14,310
|
|
|
426,009
|
|
|
Joseph Kim
|
3,282
|
|
|
97,705
|
|
|
ETP restricted phantom unit vestings:
|
|
|
|
|||
S. Blake Heinemann
|
2,100
|
|
|
34,287
|
|
|
Robert W. Owens
|
18,000
|
|
|
293,886
|
|
|
Cynthia A. Archer
|
2,100
|
|
|
34,287
|
|
(1)
|
Amounts presented represent the number of unit awards vested during
2017
and the value realized upon vesting of these awards, which is calculated as the number of units vested multiplied by the closing price of Sunoco LP or ETP’s respective 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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,912
|
|
|
$
|
—
|
|
|
$
|
6,193,463
|
|
Joseph Kim
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Thomas R. Miller
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
S. Blake Heinemann
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cynthia A. Archer
|
—
|
|
|
—
|
|
|
34,919
|
|
|
—
|
|
|
159,673
|
|
|||||
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
($) (1)
|
|
Not for Cause Termination ($)
|
||||||||
Robert W. Owens
|
|
Unit Vesting
|
|
$
|
5,199,472
|
|
|
$
|
—
|
|
|
$
|
5,199,472
|
|
|
$
|
444,858
|
|
Joseph Kim
|
|
Unit Vesting
|
|
2,507,379
|
|
|
—
|
|
|
2,507,379
|
|
|
—
|
|
||||
Thomas R. Miller
|
|
Unit Vesting
|
|
1,505,200
|
|
|
—
|
|
|
1,505,200
|
|
|
—
|
|
||||
S. Blake Heinemann
|
|
Unit Vesting
|
|
1,876,899
|
|
|
—
|
|
|
1,876,899
|
|
|
—
|
|
||||
Cynthia A. Archer
|
|
Unit Vesting
|
|
882,218
|
|
|
—
|
|
|
882,218
|
|
|
—
|
|
||||
R. Bradley Williams
|
|
Unit Vesting
|
|
1,295,608
|
|
|
—
|
|
|
1,295,608
|
|
|
—
|
|
(1)
|
The amounts reflected above represent the product of the number of phantom units that were subject to vesting/restrictions on December 29, 2017 multiplied by the closing price of our common units of $28.40 on that date.
|
1.
|
It was determined that, as of December 31, 2017, the applicable employee populations consisted of 20,048 with all of the identified individuals being employed in the United States. This population consisted of all of our full-time and part-time
|
2.
|
To identify the “median employee” from our employee population, we compared the total earnings of our employees as reflected in our payroll records as reported on Form W-2 for 2017.
|
3.
|
We identified our median employee using W-2 reporting and applied this compensation measure consistently to all of our employees required to be included in the calculation. We did not make any cost of living adjustments in identifying the “median employee”.
|
4.
|
Once we identified our median employee, we combined all elements of the employee’s compensation for 2017 resulting in an annual compensation of $25,287. The difference between such employee’s total earnings and the employee’s total compensation represents the estimated value of the employee’s health care benefits (estimated for the employee and such employee’s eligible dependents at $5,452 and the employee’s 401(k) matching contribution and profit sharing contribution, as applicable estimated at $2,930 per employee).
|
5.
|
With respect to Mr. Owens, we used the amount reported in the “Total” column of our 2017 Summary Compensation Table under this Item 11.
|
Name
|
|
Fees
Earned or
Paid in
Cash
($) (1)
|
|
Unit
Awards
($) (2)
|
|
Option
Awards
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
||||||||||
James W. Bryant
|
|
$
|
67,300
|
|
|
$
|
100,008
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
167,308
|
|
K. Rick Turner
|
|
82,100
|
|
|
100,008
|
|
|
—
|
|
|
—
|
|
|
182,108
|
|
|||||
W. Brett Smith
|
|
77,100
|
|
|
100,008
|
|
|
—
|
|
|
—
|
|
|
177,108
|
|
|||||
Thomas E. Long (3)
|
|
—
|
|
|
484,700
|
|
|
—
|
|
|
—
|
|
|
484,700
|
|
|||||
Christopher R. Curia (3)
|
|
—
|
|
|
338,811
|
|
|
—
|
|
|
—
|
|
|
338,811
|
|
(1)
|
The amounts in this column reflect the aggregate dollar amount of fees earned or paid in cash including the annual retainer fee.
|
(2)
|
The amounts reported for unit awards represent the full grant date fair value of the awards granted in
2017
, 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, 2017
, Mr. Turner had 8,564 outstanding restricted phantom units, Mr. Bryant had 7,617 outstanding restricted phantom units, Mr.
|
(3)
|
Messrs. Long (ETE's Group Chief Financial Officer) and Curia (our EVP-Human Resources and EVP-Chief Human Resources Officer of ETE), are entitled to receive grants of restricted phantom units pursuant to the LTIP in recognition of their commitment and contribution to us and our unitholders. The restricted phantom units were granted in December 2017 and will vest 60% in December 2020 and 40% in December 2022, subject to the terms of the award agreement. 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 (7)
|
|
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)
|
|
26,200,809
|
|
|
31.8%
|
|
—
|
|
|
—
|
|
|
26.5%
|
Oppenheimer Funds, Inc. (6)
|
|
13,398,674
|
|
|
16.2%
|
|
—
|
|
|
—
|
|
|
13.6%
|
Stripes LLC
|
|
—
|
|
|
—
|
|
5,624,527
|
|
|
34.3
|
%
|
|
5.7%
|
Stripes No. 1009 LLC
|
|
—
|
|
|
—
|
|
5,544,140
|
|
|
33.8
|
%
|
|
5.6%
|
Aloha Petroleum Ltd (4)
|
|
—
|
|
|
—
|
|
5,242,113
|
|
|
31.9
|
%
|
|
5.3%
|
Citigroup Inc. (3)
|
|
3,633,415
|
|
|
4.4%
|
|
—
|
|
|
—
|
|
|
3.7%
|
ETE (2)
|
|
2,263,158
|
|
|
2.7%
|
|
—
|
|
|
—
|
|
|
2.3%
|
Goldman Sachs Asset Management (5)
|
|
1,027,948
|
|
|
1.2%
|
|
—
|
|
|
—
|
|
|
1.0%
|
Robert W. Owens
|
|
86,571
|
|
|
*
|
|
—
|
|
|
—
|
|
|
*
|
R. Bradley Williams
|
|
21,742
|
|
|
*
|
|
—
|
|
|
—
|
|
|
*
|
Cynthia A. Archer
|
|
34,019
|
|
|
*
|
|
—
|
|
|
—
|
|
|
*
|
S. Blake Heinemann
|
|
13,374
|
|
|
*
|
|
—
|
|
|
—
|
|
|
*
|
Joseph Kim
|
|
8,718
|
|
|
*
|
|
—
|
|
|
—
|
|
|
*
|
K. Rick Turner (8)
|
|
3,669
|
|
|
*
|
|
—
|
|
|
—
|
|
|
*
|
Christopher R. Curia
|
|
1,539
|
|
|
*
|
|
—
|
|
|
—
|
|
|
*
|
Matthew S. Ramsey
|
|
1,118
|
|
|
*
|
|
—
|
|
|
—
|
|
|
*
|
James W. Bryant
|
|
832
|
|
|
*
|
|
—
|
|
|
—
|
|
|
*
|
Thomas E. Long
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
Thomas R. Miller
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
W. Brett Smith
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
All executive officers and directors as a group (fifteen persons)
|
|
184,698
|
|
|
*
|
|
—
|
|
|
—
|
|
|
*
|
*
|
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 February 5, 2018. 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 16, 2018, there were
82,487,330
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
|
|
20,420
|
|
|
*
|
|
4,500
|
|
|
*
|
Robert W. Owens
|
|
73,147
|
|
|
*
|
|
—
|
|
|
—
|
Thomas R. Miller
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
S. Blake Heinemann
|
|
7,266
|
|
|
*
|
|
—
|
|
|
—
|
R. Bradley Williams
|
|
4,429
|
|
|
*
|
|
3,158
|
|
|
*
|
James W. Bryant
|
|
3,003
|
|
|
*
|
|
239,696
|
|
|
*
|
Christopher R. Curia
|
|
61,415
|
|
|
*
|
|
29,683
|
|
|
*
|
Matthew S. Ramsey
|
|
23,033
|
|
|
*
|
|
52,317
|
|
|
*
|
K. Rick Turner
|
|
10,651
|
|
|
*
|
|
452,072
|
|
(4)
|
*
|
Joseph Kim
|
|
6,500
|
|
|
*
|
|
—
|
|
|
—
|
W. Brett Smith
|
|
14,800
|
|
|
*
|
|
15,445
|
|
|
*
|
Thomas E. Long
|
|
51,869
|
|
|
*
|
|
—
|
|
|
—
|
All executive officers and directors as a group
(fifteen persons) |
|
287,370
|
|
|
*
|
|
796,871
|
|
|
*
|
*
|
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 16, 2018, there were 1,164,024,480 common units of ETP and 1,079,152,668 common units of ETE deemed to be beneficially owned for purposes of the above table.
|
(4)
|
Includes (i) 39,408 common units held by Mr. Turner directly; (ii) 89,084 common units held in a partnership controlled by the Stephens Group, Mr. Turner’s former employer; (iii) 8,000 common units held by the Turner Family Partnership; and (iv) 157,790 common units held by the Turner Liquidating Trust. The voting and disposition of the common units held by the Stephens Group partnership is controlled by the board of directors of the Stephens Group. With respect to the common 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 common units, except to the extent of his interest in the partnership. With respect to the common 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 common units. Mr. Turner disclaims beneficial ownership of the common units owned by his ex-wife.
|
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
|
|
—
|
|
|
$
|
—
|
|
|
474,153
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
474,153
|
|
(1)
|
As of January 1, 2018, the number of units awarded for future issuances increased by 500,000 to 974,153 as the Partnership completed a qualifying equity issuance event during
2017
.
|
Item 13.
|
Certain Relationships, Related Transactions and Director Independence
|
Transaction
|
Explanation
|
Amount/Value
|
|
|
|
2017 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 Series A preferred units, common units and IDRs during 2017.
|
$251 million
|
|
|
|
Fuel sold to affiliates.
|
Total revenues we received for fuel gallons sold by us to affiliates of our general partner for 2017.
|
$55 million
|
|
|
|
Bulk purchases of motor fuel from ETP and its affiliates.
|
Represents payments made to ETP and its affiliates for bulk motor fuel purchases.
|
$2.4 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 2017 pursuant to the Omnibus Agreement fiscal year.
|
$1 million
|
•
|
Philadelphia Energy Solutions Products Purchase Agreements –
two
related products purchase agreements,
one
with Philadelphia Energy Solutions Refining & Marketing (“PES”) and
one
with PES’s product financier Merrill Lynch Commodities; both purchase agreements contain
12
-month terms that automatically renew for consecutive
12
-month terms until either party cancels with notice. ETP Retail owns a noncontrolling interest in the parent of PES. PES Holdings, LLC (“PES Holdings”) and eight affiliates filed for Chapter 11 bankruptcy protection on January 21, 2018 in the United States Bankruptcy Court for the District of Delaware to implement a prepackaged reorganization plan that will allow its shareholders to retain a minority stake. PES Holdings’ Chapter 11 Plan (“Plan”) proposes to inject $260 million in new capital into PES Holdings, cut debt service obligations by about $35 million per year and remove debt maturities before 2022. Under that Plan, PES Holdings’ non-debtor parent, Philadelphia Energy Solutions, in which ETP holds an indirect 33% equity interest, will provide a $65 million cash contribution in in exchange for a 25% stake in the reorganized debtor. After the restructuring, the proportionate ownership of Carlyle Group, L.P. and ETP in PES Holdings will be 16.26% and 8.13%, respectively. Finally, Sunoco Logistics Partners Operations L.P. (“SXL Operating Partnership”), a subsidiary of ETP, is providing an additional $75
|
•
|
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.
|
Item 14.
|
Principal Accounting Fees and Services
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||
Audit Fees (1)
|
$
|
3.1
|
|
|
$
|
3.0
|
|
Audit-Related Fees (2)
|
—
|
|
|
0.2
|
|
||
Tax Fees
|
—
|
|
|
—
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
3.1
|
|
|
$
|
3.2
|
|
(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.
|
(1)
|
Financial Statements - see
Index to Consolidated Financial Statements
appearing on page
F-1
.
|
(2)
|
Financial Statement Schedules - None.
|
(3)
|
Exhibits - see
Exhibit Index
set forth on page
79
.
|
Item 16.
|
Form 10-K Summary
|
Exhibit No.
|
|
Description
|
|
2.1
|
|
|
|
|
|
|
|
2.2
|
|
|
|
|
|
|
|
3.1
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
3.3
|
|
|
|
|
|
|
|
3.4
|
|
|
|
|
|
|
|
3.5
|
|
|
|
|
|
|
|
3.6
|
|
|
|
|
|
|
|
3.7
|
|
|
|
|
|
|
|
3.8
|
|
|
|
|
|
|
|
3.9
|
|
|
|
|
|
|
|
3.10
|
|
|
|
|
|
|
|
3.11
|
|
|
|
|
|
|
|
3.12
|
|
|
|
|
|
|
|
3.13
|
|
|
|
|
|
|
|
3.14
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
|
|
4.2
|
|
|
|
|
|
|
|
4.3
|
|
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
10.3
|
|
|
|
|
|
|
|
10.4
|
|
|
|
|
|
|
|
10.5
|
|
|
|
|
|
|
|
10.6
|
|
|
|
|
|
|
|
10.7
|
|
|
|
|
|
|
|
10.8
|
|
|
|
|
|
|
|
10.9
|
|
|
|
|
|
|
|
10.11
|
|
|
|
|
|
|
|
10.12
|
|
|
|
|
|
|
|
10.13
|
|
|
|
|
|
|
|
10.14
|
|
|
|
|
|
|
|
10.15
|
|
|
|
|
|
|
|
10.16
|
|
|
|
|
|
|
|
10.17
|
|
|
|
|
|
|
|
10.18
|
|
|
|
|
|
|
|
10.19
|
|
|
|
|
|
|
|
10.20
|
|
|
|
|
|
|
|
10.21
|
|
|
|
|
|
|
|
10.22
|
|
|
|
|
|
|
|
10.23
|
|
|
|
|
|
|
|
10.24
|
|
|
|
|
|
|
10.25
|
|
|
|
|
|
|
|
10.26
|
|
|
|
|
|
|
|
10.27
|
|
|
|
|
|
|
|
10.28
|
|
|
|
|
|
|
|
10.29
|
|
|
|
|
|
|
|
10.30
|
|
|
|
|
|
|
|
10.31
|
|
|
|
|
|
|
|
10.32
|
|
|
|
|
|
|
|
10.33
|
|
|
|
|
|
|
|
10.34
|
|
|
|
|
|
|
|
10.35
|
|
|
|
|
|
|
|
10.36
|
|
|
|
|
|
|
|
10.37
|
|
|
|
|
|
|
|
12.1
|
|
|
|
|
|
|
|
21.1
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
|
|
|
23.2
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
99.1
|
|
|
|
|
|
|
|
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.
|
Sunoco LP
|
|
By:
|
Sunoco GP LLC, its general partner
|
By:
|
/s/
Joseph Kim
|
|
Joseph Kim
|
|
President and Chief Executive Officer
|
|
(On behalf of the registrant, and in his capacity as principal executive officer)
|
|
|
Date:
|
February 23, 2018
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Joseph Kim
|
|
Director, President and Chief Executive Officer
|
|
February 23, 2018
|
Joseph Kim
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/
Thomas R. Miller
|
|
Chief Financial Officer
|
|
February 23, 2018
|
Thomas R. Miller
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/
Leta G. McKinley
|
|
Vice President, Controller and Principal Accounting Officer
|
|
February 23, 2018
|
Leta G. McKinley
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Matthew S. Ramsey
|
|
Chairman of the Board
|
|
February 23, 2018
|
Matthew S. Ramsey
|
|
|
|
|
|
|
|
|
|
/s/
Thomas E. Long
|
|
Director
|
|
February 23, 2018
|
Thomas E. Long
|
|
|
|
|
|
|
|
|
|
/s/
James W. Bryant
|
|
Director
|
|
February 23, 2018
|
James W. Bryant
|
|
|
|
|
|
|
|
|
|
/s/
Christopher R. Curia
|
|
Director
|
|
February 23, 2018
|
Christopher R. Curia
|
|
|
|
|
|
|
|
|
|
/s/
K. Rick Turner
|
|
Director
|
|
February 23, 2018
|
K. Rick Turner
|
|
|
|
|
|
|
|
|
|
/s/
W. Brett Smith
|
|
Director
|
|
February 23, 2018
|
W. Brett Smith
|
|
|
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
|
(in millions, except units)
|
||||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
28
|
|
|
$
|
103
|
|
Accounts receivable, net
|
541
|
|
|
539
|
|
||
Receivables from affiliates
|
155
|
|
|
3
|
|
||
Inventories, net
|
426
|
|
|
423
|
|
||
Other current assets
|
81
|
|
|
73
|
|
||
Assets held for sale
|
3,313
|
|
|
177
|
|
||
Total current assets
|
4,544
|
|
|
1,318
|
|
||
Property and equipment, net
|
1,557
|
|
|
1,584
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
1,430
|
|
|
1,550
|
|
||
Intangible assets, net
|
768
|
|
|
775
|
|
||
Other noncurrent assets
|
45
|
|
|
63
|
|
||
Assets held for sale
|
—
|
|
|
3,411
|
|
||
Total assets
|
$
|
8,344
|
|
|
$
|
8,701
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
559
|
|
|
$
|
616
|
|
Accounts payable to affiliates
|
206
|
|
|
109
|
|
||
Accrued expenses and other current liabilities
|
368
|
|
|
372
|
|
||
Current maturities of long-term debt
|
6
|
|
|
5
|
|
||
Liabilities associated with assets held for sale
|
75
|
|
|
—
|
|
||
Total current liabilities
|
1,214
|
|
|
1,102
|
|
||
Revolving line of credit
|
765
|
|
|
1,000
|
|
||
Long-term debt, net
|
3,519
|
|
|
3,509
|
|
||
Advances from affiliates
|
85
|
|
|
87
|
|
||
Deferred tax liability
|
389
|
|
|
643
|
|
||
Other noncurrent liabilities
|
125
|
|
|
116
|
|
||
Liabilities associated with assets held for sale
|
—
|
|
|
48
|
|
||
Total liabilities
|
6,097
|
|
|
6,505
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
Limited partners:
|
|
|
|
||||
Series A Preferred unitholders - affiliated
(12,000,000 units issued and outstanding as of December 31, 2017 and no units issued and outstanding as of December 31, 2016) |
300
|
|
|
—
|
|
||
Common unitholders
(99,667,999 units issued and outstanding as of December 31, 2017 and 98,181,046 units issued and outstanding as of December 31, 2016) |
1,947
|
|
|
2,196
|
|
||
Class C unitholders - held by subsidiary
(16,410,780 units issued and outstanding as of December 31, 2017 and December 31, 2016) |
—
|
|
|
—
|
|
||
Total equity
|
2,247
|
|
|
2,196
|
|
||
Total liabilities and equity
|
$
|
8,344
|
|
|
$
|
8,701
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(dollars in millions, except unit and per unit amounts)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||
Retail motor fuel
|
$
|
1,577
|
|
|
$
|
1,338
|
|
|
$
|
1,540
|
|
Wholesale motor fuel sales to third parties
|
9,278
|
|
|
7,812
|
|
|
10,104
|
|
|||
Wholesale motor fuel sales to affiliates
|
55
|
|
|
62
|
|
|
20
|
|
|||
Merchandise
|
571
|
|
|
541
|
|
|
544
|
|
|||
Rental income
|
89
|
|
|
88
|
|
|
81
|
|
|||
Other
|
153
|
|
|
145
|
|
|
141
|
|
|||
Total revenues
|
11,723
|
|
|
9,986
|
|
|
12,430
|
|
|||
Cost of sales:
|
|
|
|
|
|
||||||
Retail motor fuel cost of sales
|
1,420
|
|
|
1,175
|
|
|
1,340
|
|
|||
Wholesale motor fuel cost of sales
|
8,798
|
|
|
7,278
|
|
|
9,740
|
|
|||
Merchandise cost of sales
|
386
|
|
|
363
|
|
|
365
|
|
|||
Other
|
11
|
|
|
14
|
|
|
5
|
|
|||
Total cost of sales
|
10,615
|
|
|
8,830
|
|
|
11,450
|
|
|||
Gross profit
|
1,108
|
|
|
1,156
|
|
|
980
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
General and administrative
|
140
|
|
|
155
|
|
|
126
|
|
|||
Other operating
|
375
|
|
|
374
|
|
|
372
|
|
|||
Rent
|
81
|
|
|
81
|
|
|
79
|
|
|||
Loss on disposal of assets and impairment charge
|
114
|
|
|
225
|
|
|
1
|
|
|||
Depreciation, amortization and accretion
|
169
|
|
|
176
|
|
|
150
|
|
|||
Total operating expenses
|
879
|
|
|
1,011
|
|
|
728
|
|
|||
Operating income
|
229
|
|
|
145
|
|
|
252
|
|
|||
Interest expense, net
|
209
|
|
|
161
|
|
|
67
|
|
|||
Income (loss) from continuing operations before income taxes
|
20
|
|
|
(16
|
)
|
|
185
|
|
|||
Income tax expense (benefit)
|
(306
|
)
|
|
(72
|
)
|
|
29
|
|
|||
Income from continuing operations
|
326
|
|
|
56
|
|
|
156
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
(177
|
)
|
|
(462
|
)
|
|
38
|
|
|||
Net income (loss) and comprehensive income (loss)
|
149
|
|
|
(406
|
)
|
|
194
|
|
|||
Less: Net income and comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
4
|
|
|||
Less: Preacquisition income allocated to general partner
|
—
|
|
|
—
|
|
|
103
|
|
|||
Net income (loss) and comprehensive income (loss) attributable to partners
|
$
|
149
|
|
|
$
|
(406
|
)
|
|
$
|
87
|
|
|
Year Ended December 31,
2017 |
|
Year Ended December 31,
2016 |
|
Year Ended December 31,
2015 |
||||||
|
(dollars in millions, except unit and per unit amounts)
|
||||||||||
Net income (loss) per limited partner unit - basic:
|
|
|
|
|
|
||||||
Continuing operations - common units
|
$
|
2.13
|
|
|
$
|
(0.32
|
)
|
|
$
|
0.91
|
|
Discontinued operations - common units
|
(1.78
|
)
|
|
(4.94
|
)
|
|
0.20
|
|
|||
Net income (loss) - common units
|
$
|
0.35
|
|
|
$
|
(5.26
|
)
|
|
$
|
1.11
|
|
|
|
|
|
|
|
||||||
Continuing operations - subordinated units
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.17
|
|
Discontinued operations - subordinated units
|
—
|
|
|
—
|
|
|
0.23
|
|
|||
Net income - subordinated units
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.40
|
|
|
|
|
|
|
|
||||||
Net income (loss) per limited partner unit - diluted:
|
|
|
|
|
|
||||||
Continuing operations - common units
|
$
|
2.12
|
|
|
$
|
(0.32
|
)
|
|
$
|
0.91
|
|
Discontinued operations - common units
|
(1.78
|
)
|
|
(4.94
|
)
|
|
0.20
|
|
|||
Net income (loss) - common units
|
$
|
0.34
|
|
|
$
|
(5.26
|
)
|
|
$
|
1.11
|
|
|
|
|
|
|
|
||||||
Continuing operations - subordinated units
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.17
|
|
Discontinued operations - subordinated units
|
—
|
|
|
—
|
|
|
0.23
|
|
|||
Net income - subordinated units
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.40
|
|
|
|
|
|
|
|
||||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
||||||
Common units - basic
|
99,270,120
|
|
|
93,575,530
|
|
|
40,253,913
|
|
|||
Common units - diluted
|
99,728,354
|
|
|
93,603,835
|
|
|
40,275,651
|
|
|||
Subordinated units - affiliated (basic and diluted)
|
—
|
|
|
—
|
|
|
10,010,333
|
|
|||
|
|
|
|
|
|
||||||
Cash distribution per unit
|
$
|
3.30
|
|
|
$
|
3.29
|
|
|
$
|
2.89
|
|
|
Preferred Units - Affiliated
|
|
Common Units
|
|
Subordinated Units - Affiliated
|
|
Predecessor
Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||
Balance at December 31, 2014
|
$
|
—
|
|
|
$
|
902
|
|
|
$
|
—
|
|
|
$
|
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
|
—
|
|
|
(112
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(120
|
)
|
||||||
Equity issued to ETP
|
—
|
|
|
1,008
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,008
|
|
||||||
Public equity offering, net
|
—
|
|
|
899
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
899
|
|
||||||
Subordinated unit conversion
|
—
|
|
|
60
|
|
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unit-based compensation
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Other
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(7
|
)
|
|
2
|
|
|
(35
|
)
|
||||||
Partnership net income
|
—
|
|
|
79
|
|
|
8
|
|
|
103
|
|
|
4
|
|
|
194
|
|
||||||
Balance at December 31, 2015
|
—
|
|
|
3,045
|
|
|
—
|
|
|
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, net
|
—
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
||||||
Contribution of assets between entities under common control above historic cost
|
—
|
|
|
(374
|
)
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(392
|
)
|
||||||
Cash distribution to unitholders
|
—
|
|
|
(386
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(386
|
)
|
||||||
Cash distribution to ETP
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
||||||
Unit-based compensation
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Other
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||||
Partnership net loss
|
—
|
|
|
(406
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(406
|
)
|
||||||
Balance at December 31, 2016
|
—
|
|
|
2,196
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,196
|
|
||||||
Equity issued under ATM, net
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||||
Equity issued to ETE
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
||||||
Cash distribution to unitholders
|
—
|
|
|
(420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(420
|
)
|
||||||
Distribution to preferred units
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
||||||
Unit-based compensation
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||||
Other
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||||
Partnership net income
|
23
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
||||||
Balance at December 31, 2017
|
$
|
300
|
|
|
$
|
1,947
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,247
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
149
|
|
|
$
|
(406
|
)
|
|
$
|
194
|
|
Adjustments to reconcile net income (loss) to net cash provided
by operating activities: |
|
|
|
|
|
||||||
(Income) loss from discontinued operations
|
177
|
|
|
462
|
|
|
(38
|
)
|
|||
Depreciation, amortization and accretion
|
169
|
|
|
176
|
|
|
150
|
|
|||
Amortization of deferred financing fees
|
15
|
|
|
11
|
|
|
4
|
|
|||
Loss on disposal of assets and impairment charge
|
114
|
|
|
225
|
|
|
1
|
|
|||
Non-cash unit based compensation expense
|
24
|
|
|
13
|
|
|
8
|
|
|||
Deferred income tax
|
(308
|
)
|
|
(8
|
)
|
|
31
|
|
|||
Inventory valuation adjustment
|
(24
|
)
|
|
(97
|
)
|
|
78
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(1
|
)
|
|
(215
|
)
|
|
(4
|
)
|
|||
Accounts receivable from affiliates
|
(131
|
)
|
|
5
|
|
|
(11
|
)
|
|||
Inventories
|
21
|
|
|
18
|
|
|
(50
|
)
|
|||
Other assets
|
7
|
|
|
(62
|
)
|
|
23
|
|
|||
Accounts payable
|
(44
|
)
|
|
221
|
|
|
19
|
|
|||
Accounts payable to affiliates
|
97
|
|
|
94
|
|
|
(42
|
)
|
|||
Accrued liabilities
|
(16
|
)
|
|
56
|
|
|
(33
|
)
|
|||
Other noncurrent liabilities
|
54
|
|
|
(27
|
)
|
|
19
|
|
|||
Net cash provided by continuing operating activities
|
303
|
|
|
466
|
|
|
349
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(103
|
)
|
|
(119
|
)
|
|
(178
|
)
|
|||
Purchase of intangible assets
|
(39
|
)
|
|
(50
|
)
|
|
(61
|
)
|
|||
Acquisition of Sunoco LLC
|
—
|
|
|
—
|
|
|
(775
|
)
|
|||
Acquisition from Alta East
|
—
|
|
|
—
|
|
|
(57
|
)
|
|||
Acquisition of VIE assets
|
—
|
|
|
—
|
|
|
(54
|
)
|
|||
Acquisition of Emerge fuels business, net of cash acquired
|
—
|
|
|
(171
|
)
|
|
—
|
|
|||
Other acquisitions
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||
Proceeds from disposal of property and equipment
|
10
|
|
|
9
|
|
|
4
|
|
|||
Net cash used in investing activities
|
(132
|
)
|
|
(331
|
)
|
|
(1,129
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
—
|
|
|
2,835
|
|
|
1,400
|
|
|||
Payments on long-term debt
|
(5
|
)
|
|
(808
|
)
|
|
(242
|
)
|
|||
Revolver borrowings
|
2,653
|
|
|
2,811
|
|
|
1,471
|
|
|||
Revolver repayments
|
(2,888
|
)
|
|
(2,261
|
)
|
|
(1,449
|
)
|
|||
Loan origination costs
|
—
|
|
|
(30
|
)
|
|
(22
|
)
|
|||
Advances from affiliates
|
3
|
|
|
255
|
|
|
221
|
|
|||
Equity issued to ETE, net of issuance costs
|
300
|
|
|
61
|
|
|
—
|
|
|||
Proceeds from issuance of common units, net of offering costs
|
33
|
|
|
71
|
|
|
899
|
|
|||
Distributions to ETP
|
—
|
|
|
(50
|
)
|
|
(204
|
)
|
|||
Other cash from financing activities, net
|
(4
|
)
|
|
3
|
|
|
(1
|
)
|
|||
Distributions to unitholders
|
(431
|
)
|
|
(386
|
)
|
|
(120
|
)
|
|||
Net cash provided by (used in) financing activities
|
(339
|
)
|
|
2,501
|
|
|
1,953
|
|
|||
Cash flows from discontinued operations:
|
|
|
|
|
|
||||||
Operating activities
|
136
|
|
|
93
|
|
|
90
|
|
|||
Investing activities
|
(38
|
)
|
|
(2,683
|
)
|
|
(1,327
|
)
|
|||
Changes in cash included in current assets held for sale
|
(5
|
)
|
|
5
|
|
|
(13
|
)
|
|||
Net increase (decrease) in cash and cash equivalents of discontinued operations
|
93
|
|
|
(2,585
|
)
|
|
(1,250
|
)
|
|||
Net increase (decrease) in cash
|
(75
|
)
|
|
51
|
|
|
(77
|
)
|
|||
Cash and cash equivalents at beginning of period
|
103
|
|
|
52
|
|
|
129
|
|
|||
Cash and cash equivalents at end of period
|
$
|
28
|
|
|
$
|
103
|
|
|
$
|
52
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Supplemental disclosure of non-cash investing activities:
|
|
|
|
|
|
||||||
Non-cash distribution
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash financing activities:
|
|
|
|
|
|
||||||
Cancellation of promissory note with ETP
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
255
|
|
Equity issued to ETP and ETE
|
$
|
—
|
|
|
$
|
255
|
|
|
$
|
1,008
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
209
|
|
|
$
|
167
|
|
|
$
|
60
|
|
Income taxes paid (refunded), net
|
$
|
(1
|
)
|
|
$
|
(30
|
)
|
|
$
|
51
|
|
1.
|
Organization and Principles of Consolidation
|
•
|
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.
|
•
|
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.
|
Acquisitions
|
|
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
|
|
$
|
27
|
|
Property and equipment
|
|
51
|
|
|
Goodwill
|
|
53
|
|
|
Intangible assets
|
|
56
|
|
|
Current liabilities
|
|
(16
|
)
|
|
Net assets
|
|
171
|
|
|
Cash acquired
|
|
—
|
|
|
Total cash consideration, net of cash acquired
|
|
$
|
171
|
|
4.
|
Discontinued Operations
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
|
|
(in millions)
|
||||||
Carrying amount of assets held for sale:
|
|
|
|
|
||||
Cash
|
|
$
|
21
|
|
|
$
|
16
|
|
Inventories
|
|
149
|
|
|
150
|
|
||
Other current assets
|
|
16
|
|
|
11
|
|
||
Property and equipment, net
|
|
1,851
|
|
|
1,860
|
|
||
Goodwill
|
|
796
|
|
|
1,068
|
|
||
Intangible assets, net
|
|
477
|
|
|
480
|
|
||
Other noncurrent assets
|
|
3
|
|
|
3
|
|
||
Total assets held for sale
|
|
$
|
3,313
|
|
|
$
|
3,588
|
|
|
|
|
|
|
||||
Carrying amount of liabilities associated with assets held for sale:
|
|
|
|
|
||||
Long term debt
|
|
$
|
21
|
|
|
$
|
—
|
|
Other current and noncurrent liabilities
|
|
54
|
|
|
48
|
|
||
Total liabilities associated with assets held for sale
|
|
$
|
75
|
|
|
$
|
48
|
|
|
Year Ended December 31,
2017 |
|
Year Ended December 31,
2016 |
|
Year Ended December 31,
2015 |
||||||
|
(in millions)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Motor fuel sales
|
$
|
5,137
|
|
|
$
|
3,923
|
|
|
$
|
4,351
|
|
Merchandise
|
1,762
|
|
|
1,731
|
|
|
1,634
|
|
|||
Rental income
|
3
|
|
|
2
|
|
|
—
|
|
|||
Other
|
62
|
|
|
56
|
|
|
45
|
|
|||
Total revenues
|
6,964
|
|
|
5,712
|
|
|
6,030
|
|
|||
Cost of sales:
|
|
|
|
|
|
||||||
Motor fuel cost of sales
|
4,590
|
|
|
3,458
|
|
|
3,893
|
|
|||
Merchandise cost of sales
|
1,210
|
|
|
1,193
|
|
|
1,133
|
|
|||
Other
|
6
|
|
|
(2
|
)
|
|
—
|
|
|||
Total cost of sales
|
5,806
|
|
|
4,649
|
|
|
5,026
|
|
|||
Gross profit
|
1,158
|
|
|
1,063
|
|
|
1,004
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
General and administrative
|
168
|
|
|
114
|
|
|
91
|
|
|||
Other operating
|
707
|
|
|
685
|
|
|
644
|
|
|||
Rent
|
56
|
|
|
59
|
|
|
61
|
|
|||
Loss on disposal of assets and impairment charge
|
286
|
|
|
455
|
|
|
(2
|
)
|
|||
Depreciation, amortization and accretion expense
|
34
|
|
|
143
|
|
|
128
|
|
|||
Total operating expenses
|
1,251
|
|
|
1,456
|
|
|
922
|
|
|||
Operating income (loss)
|
(93
|
)
|
|
(393
|
)
|
|
82
|
|
|||
Interest expense, net
|
36
|
|
|
28
|
|
|
21
|
|
|||
Income (loss) from discontinued operations before income taxes
|
(129
|
)
|
|
(421
|
)
|
|
61
|
|
|||
Income tax expense
|
48
|
|
|
41
|
|
|
23
|
|
|||
Net income (loss) from discontinued operations
|
$
|
(177
|
)
|
|
$
|
(462
|
)
|
|
$
|
38
|
|
5.
|
Accounts Receivable, net
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
|
(in millions)
|
||||||
Accounts receivable, trade
|
$
|
285
|
|
|
$
|
361
|
|
Credit card receivables
|
160
|
|
|
133
|
|
||
Vendor receivables for rebates, branding, and other
|
29
|
|
|
21
|
|
||
Other receivables
|
69
|
|
|
27
|
|
||
Allowance for doubtful accounts
|
(2
|
)
|
|
(3
|
)
|
||
Accounts receivable, net
|
$
|
541
|
|
|
$
|
539
|
|
6.
|
Inventories, net
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
|
(in millions)
|
||||||
Fuel
|
$
|
387
|
|
|
$
|
383
|
|
Merchandise
|
30
|
|
|
29
|
|
||
Other
|
9
|
|
|
11
|
|
||
Inventories, net
|
$
|
426
|
|
|
$
|
423
|
|
7.
|
Property and Equipment, net
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
|
(in millions)
|
||||||
Land
|
$
|
516
|
|
|
$
|
547
|
|
Buildings and leasehold improvements
|
714
|
|
|
666
|
|
||
Equipment
|
623
|
|
|
544
|
|
||
Construction in progress
|
159
|
|
|
185
|
|
||
Total property and equipment
|
2,012
|
|
|
1,942
|
|
||
Less: accumulated depreciation
|
455
|
|
|
358
|
|
||
Property and equipment, net
|
$
|
1,557
|
|
|
$
|
1,584
|
|
8.
|
Goodwill and Other Intangible Assets
|
|
Segment
|
|
|
||||||||
|
Wholesale
|
|
Retail
|
|
Consolidated
|
||||||
|
(in millions)
|
||||||||||
Balance at December 31, 2015
|
$
|
687
|
|
|
$
|
1,007
|
|
|
$
|
1,694
|
|
Goodwill adjustment related to Alta East acquisition
|
2
|
|
|
—
|
|
|
2
|
|
|||
Goodwill related to Kolkhorst acquisition
|
3
|
|
|
—
|
|
|
3
|
|
|||
Goodwill related to Emerge acquisition
|
78
|
|
|
—
|
|
|
78
|
|
|||
Goodwill impairment charge
|
—
|
|
|
(227
|
)
|
|
(227
|
)
|
|||
Balance at December 31, 2016
|
770
|
|
|
780
|
|
|
1,550
|
|
|||
Goodwill adjustment related to Emerge acquisition
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|||
Goodwill adjustment related to Denny acquisition
|
7
|
|
|
—
|
|
|
7
|
|
|||
Goodwill impairment charge
|
—
|
|
|
(102
|
)
|
|
(102
|
)
|
|||
Balance at December 31, 2017
|
$
|
752
|
|
|
$
|
678
|
|
|
$
|
1,430
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Book Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Book Value
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Indefinite-lived
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Tradenames
|
$
|
295
|
|
|
$
|
—
|
|
|
$
|
295
|
|
|
$
|
288
|
|
|
$
|
—
|
|
|
$
|
288
|
|
Contractual rights
|
30
|
|
|
—
|
|
|
30
|
|
|
43
|
|
|
—
|
|
|
43
|
|
||||||
Liquor licenses
|
12
|
|
|
—
|
|
|
12
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||
Finite-lived
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relations including supply agreements
|
674
|
|
|
256
|
|
|
418
|
|
|
611
|
|
|
198
|
|
|
413
|
|
||||||
Favorable leasehold arrangements, net
|
12
|
|
|
5
|
|
|
7
|
|
|
10
|
|
|
3
|
|
|
7
|
|
||||||
Loan origination costs (1)
|
10
|
|
|
6
|
|
|
4
|
|
|
10
|
|
|
4
|
|
|
6
|
|
||||||
Other intangibles
|
5
|
|
|
3
|
|
|
2
|
|
|
3
|
|
|
1
|
|
|
2
|
|
||||||
Intangible assets, net
|
$
|
1,038
|
|
|
$
|
270
|
|
|
$
|
768
|
|
|
$
|
981
|
|
|
$
|
206
|
|
|
$
|
775
|
|
(1)
|
Loan origination costs are associated with the 2014 Revolver, see Note 10 for further information of the debt.
|
|
Amortization
|
|
Interest
|
||||
2018
|
$
|
58
|
|
|
$
|
2
|
|
2019
|
57
|
|
|
2
|
|
||
2020
|
55
|
|
|
—
|
|
||
2021
|
48
|
|
|
—
|
|
||
2022
|
28
|
|
|
—
|
|
||
Thereafter
|
181
|
|
|
—
|
|
||
Total
|
$
|
427
|
|
|
$
|
4
|
|
9.
|
Accrued Expenses and Other Current Liabilities
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
(in millions)
|
||||||
Wage and other employee-related accrued expenses
|
$
|
72
|
|
|
$
|
42
|
|
Accrued tax expense
|
180
|
|
|
154
|
|
||
Accrued insurance
|
26
|
|
|
23
|
|
||
Accrued interest expense
|
43
|
|
|
39
|
|
||
Dealer deposits
|
16
|
|
|
16
|
|
||
Accrued capital expenditures
|
—
|
|
|
14
|
|
||
Others
|
31
|
|
|
84
|
|
||
Total
|
$
|
368
|
|
|
$
|
372
|
|
10.
|
Long-Term Debt
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
|
(in millions)
|
||||||
Term Loan (1)
|
$
|
1,243
|
|
|
$
|
1,243
|
|
Sale leaseback financing obligation
|
113
|
|
|
117
|
|
||
2014 Revolver
|
765
|
|
|
1,000
|
|
||
6.375% Senior Notes Due 2023 (2)
|
800
|
|
|
800
|
|
||
5.500% Senior Notes Due 2020 (2)
|
600
|
|
|
600
|
|
||
6.250% Senior Notes Due 2021 (2)
|
800
|
|
|
800
|
|
||
Other
|
3
|
|
|
1
|
|
||
Total debt
|
4,324
|
|
|
4,561
|
|
||
Less: current maturities
|
6
|
|
|
5
|
|
||
Less: debt issuance costs
|
34
|
|
|
47
|
|
||
Long-term debt, net of current maturities
|
$
|
4,284
|
|
|
$
|
4,509
|
|
(1)
|
The Term Loan was repaid in full and terminated on January 23, 2018.
|
(2)
|
The Senior Notes were redeemed on January 23, 2018.
|
2018
|
$
|
6
|
|
2019
|
2,013
|
|
|
2020
|
606
|
|
|
2021
|
806
|
|
|
2022
|
6
|
|
|
Thereafter
|
887
|
|
|
Total
|
$
|
4,324
|
|
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, 2017
|
|
December 31, 2016
|
||||
|
(in millions)
|
||||||
Accrued straight-line rent
|
$
|
13
|
|
|
$
|
10
|
|
Reserve for underground storage tank removal
|
41
|
|
|
34
|
|
||
Reserve for environmental remediation, long-term
|
23
|
|
|
35
|
|
||
Unfavorable lease liability
|
10
|
|
|
12
|
|
||
Aloha acquisition contingent consideration
|
15
|
|
|
15
|
|
||
Others
|
23
|
|
|
10
|
|
||
Total
|
$
|
125
|
|
|
$
|
116
|
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Balance at beginning of year
|
$
|
34
|
|
|
$
|
34
|
|
Liabilities incurred
|
3
|
|
|
3
|
|
||
Liabilities settled
|
(2
|
)
|
|
(1
|
)
|
||
Accretion expense
|
6
|
|
|
4
|
|
||
Revision of estimated cash flows
|
—
|
|
|
(6
|
)
|
||
Balance at end of year
|
$
|
41
|
|
|
$
|
34
|
|
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. PES Holdings, LLC (“PES Holdings”) and eight affiliates filed for Chapter 11 bankruptcy protection on January 21, 2018 in the United States Bankruptcy Court for the District of Delaware to implement a prepackaged reorganization plan that will allow its shareholders to retain a minority stake. PES Holdings’ Chapter 11 Plan (“Plan”) proposes to inject
$260 million
in new capital into PES Holdings, cut debt service obligations by about
$35 million
per year and remove debt maturities before 2022. Under that Plan, PES Holdings’ non-debtor parent, Philadelphia Energy Solutions, in which ETP holds an indirect
33%
equity interest, will provide a
$65 million
cash contribution in in exchange for a
25%
stake in the reorganized debtor. After the restructuring, the proportionate ownership of Carlyle Group, L.P. and ETP in PES Holdings will be
16.26%
and
8.13%
, respectively. Finally, Sunoco Logistics Partners Operations L.P. (“SXL Operating Partnership”), a subsidiary of ETP, is providing an additional
$75 million
exit loan ranked pari passu with the other debt. SXL Operating Partnership’s, PES Holdings’ and ETP’s current contracts will be assumed, without any impairments, in the Chapter 11, and business operations will continue uninterrupted. The financial reorganization is expected to complete in the first quarter of 2018.
|
•
|
ETP Transportation and Terminalling Contracts – various agreements with subsidiaries of ETP for pipeline, terminalling and storage services. We also have agreements with subsidiaries of ETP for the purchase and sale of fuel.
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
Motor fuel sales to affiliates
|
$
|
55
|
|
|
$
|
62
|
|
|
$
|
20
|
|
Bulk fuel purchases from affiliates
|
$
|
2,416
|
|
|
$
|
1,867
|
|
|
$
|
2,449
|
|
•
|
Net advances from affiliates were
$85 million
and
$87 million
at
December 31, 2017
and
2016
, respectively. Advances to and from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Sunoco (R&M), LLC and Sunoco Retail and Sunoco (R&M), LLC, which are in place for purposes of cash management.
|
•
|
Net accounts receivable from affiliates were
$155 million
and
$3 million
at
December 31, 2017
and
2016
, respectively, which are primarily related to motor fuel purchases from us.
|
•
|
Net accounts payable to affiliates was
$206 million
and
$109 million
as of
December 31, 2017
and
2016
, respectively, attributable to operational expenses.
|
13.
|
Commitments and Contingencies
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
(in millions)
|
||||||||||
Cash rent:
|
|
|
|
|
|
|
|
||||
Store base rent (1)(2)
|
$
|
66
|
|
|
$
|
66
|
|
|
$
|
67
|
|
Equipment and other rent (3)
|
14
|
|
|
14
|
|
|
12
|
|
|||
Total cash rent
|
80
|
|
|
80
|
|
|
79
|
|
|||
Non-cash rent:
|
|
|
|
|
|
|
|||||
Straight-line rent
|
1
|
|
|
1
|
|
|
—
|
|
|||
Net rent expense
|
$
|
81
|
|
|
$
|
81
|
|
|
$
|
79
|
|
(1)
|
Store base rent includes the Partnership's rent expense for leased convenience store properties which are subleased to third-party operators. The sublease income from these sites is recorded in rental income on the statement of operations and totaled
$25 million
,
$25 million
and
$26 million
for the years ended
December 31, 2017
,
December 31, 2016
, and
December 31, 2015
, respectively.
|
(2)
|
Store base rent includes contingent rent expense totaling
$16 million
,
$18 million
, and
$20 million
for the years ending
December 31, 2017
,
December 31, 2016
, and
December 31, 2015
, respectively.
|
(3)
|
Equipment and other rent consists primarily of vehicles and marine transportation vessels.
|
2018
|
$
|
74
|
|
2019
|
64
|
|
|
2020
|
59
|
|
|
2021
|
53
|
|
|
2022
|
48
|
|
|
Thereafter
|
514
|
|
|
Total
|
$
|
812
|
|
14.
|
Rental Income under Operating Leases
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
|
(in millions)
|
||||||
Land
|
$
|
354
|
|
|
$
|
303
|
|
Buildings and improvements
|
254
|
|
|
224
|
|
||
Equipment
|
53
|
|
|
137
|
|
||
Total property and equipment
|
661
|
|
|
664
|
|
||
Less: accumulated depreciation
|
(90
|
)
|
|
(121
|
)
|
||
Property and equipment, net
|
$
|
571
|
|
|
$
|
543
|
|
2018
|
$
|
56
|
|
2019
|
41
|
|
|
2020
|
23
|
|
|
2021
|
11
|
|
|
2022
|
7
|
|
|
Thereafter
|
6
|
|
|
Total minimum future rentals
|
$
|
144
|
|
15.
|
Interest Expense, net
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
(in millions)
|
||||||||||
Interest expense
|
$
|
195
|
|
|
$
|
153
|
|
|
$
|
65
|
|
Amortization of deferred financing fees
|
15
|
|
|
11
|
|
|
4
|
|
|||
Interest income
|
(1
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||
Interest expense, net
|
$
|
209
|
|
|
$
|
161
|
|
|
$
|
67
|
|
16.
|
Income Tax Expense
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
—
|
|
|
$
|
(65
|
)
|
|
$
|
(3
|
)
|
State
|
2
|
|
|
1
|
|
|
1
|
|
|||
Total current income tax expense
|
2
|
|
|
(64
|
)
|
|
(2
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
|||||
Federal
|
(302
|
)
|
|
(12
|
)
|
|
12
|
|
|||
State
|
(6
|
)
|
|
4
|
|
|
19
|
|
|||
Total deferred tax expense (benefit)
|
(308
|
)
|
|
(8
|
)
|
|
31
|
|
|||
Net income tax expense (benefit)
|
$
|
(306
|
)
|
|
$
|
(72
|
)
|
|
$
|
29
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
(in millions)
|
||||||||||
Tax at statutory federal rate of 35 percent
|
$
|
7
|
|
|
$
|
(6
|
)
|
|
$
|
65
|
|
Partnership earnings not subject to tax
|
(126
|
)
|
|
(127
|
)
|
|
(55
|
)
|
|||
Goodwill impairment
|
36
|
|
|
55
|
|
|
—
|
|
|||
Revaluation of investments in affiliates
|
—
|
|
|
—
|
|
|
9
|
|
|||
State and local tax, net of federal benefit
|
(6
|
)
|
|
4
|
|
|
1
|
|
|||
Statutory rate change
|
(225
|
)
|
|
—
|
|
|
8
|
|
|||
Other
|
8
|
|
|
2
|
|
|
1
|
|
|||
Net income tax expense (benefit)
|
$
|
(306
|
)
|
|
$
|
(72
|
)
|
|
$
|
29
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
(in millions)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Environmental, asset retirement obligations, and other reserves
|
$
|
20
|
|
|
$
|
28
|
|
Inventories
|
(1
|
)
|
|
12
|
|
||
Net operating loss carry forwards
|
79
|
|
|
92
|
|
||
Other
|
78
|
|
|
61
|
|
||
Total deferred tax assets
|
176
|
|
|
193
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Fixed assets
|
324
|
|
|
506
|
|
||
Trademarks and other intangibles
|
169
|
|
|
272
|
|
||
Investments in affiliates
|
72
|
|
|
58
|
|
||
Total deferred tax liabilities
|
565
|
|
|
836
|
|
||
Net deferred income tax liabilities
|
$
|
389
|
|
|
$
|
643
|
|
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
|
|
Common units issued in connection with the ATM
|
1,268,750
|
|
Phantom unit vesting
|
195,813
|
|
Other
|
22,390
|
|
Number of common units at December 31, 2017
|
99,667,999
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
Attributable to Common Units
|
|
|
|
|
|
|
|
|
|||
Distributions (a)
|
$
|
328
|
|
|
$
|
317
|
|
|
$
|
156
|
|
Distributions in excess of net income
|
(293
|
)
|
|
(809
|
)
|
|
(112
|
)
|
|||
Limited partners' interest in net income (loss)
|
$
|
35
|
|
|
$
|
(492
|
)
|
|
$
|
44
|
|
Attributable to Subordinated Units
|
|
|
|
|
|
|
|
|
|||
Distributions (a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23
|
|
Distributions in excess of net income
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||
Limited partners' interest in net income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
(a) Distributions declared per unit
to unitholders as of record date |
$
|
3.3020
|
|
|
$
|
3.2938
|
|
|
$
|
2.8851
|
|
|
|
|
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 14, 2018
|
|
$
|
0.8255
|
|
|
$
|
82
|
|
|
$
|
21
|
|
November 14, 2017
|
|
$
|
0.8255
|
|
|
$
|
82
|
|
|
$
|
22
|
|
August 15, 2017
|
|
$
|
0.8255
|
|
|
$
|
82
|
|
|
$
|
21
|
|
May 16, 2017
|
|
$
|
0.8255
|
|
|
$
|
82
|
|
|
$
|
21
|
|
February 16, 2017
|
|
$
|
0.8255
|
|
|
$
|
81
|
|
|
$
|
21
|
|
November 15, 2016
|
|
$
|
0.8255
|
|
|
$
|
79
|
|
|
$
|
20
|
|
August 15, 2016
|
|
$
|
0.8255
|
|
|
$
|
79
|
|
|
$
|
20
|
|
May 16, 2016
|
|
$
|
0.8173
|
|
|
$
|
78
|
|
|
$
|
20
|
|
February 16, 2016
|
|
$
|
0.8013
|
|
|
$
|
70
|
|
|
$
|
17
|
|
November 27, 2015
|
|
$
|
0.7454
|
|
|
$
|
47
|
|
|
$
|
8
|
|
August 28, 2015
|
|
$
|
0.6934
|
|
|
$
|
29
|
|
|
$
|
3
|
|
May 29, 2015
|
|
$
|
0.6450
|
|
|
$
|
23
|
|
|
$
|
1
|
|
February 27, 2015
|
|
$
|
0.6000
|
|
|
$
|
21
|
|
|
$
|
1
|
|
|
|
Series A Preferred Unit Holder
|
||
Payment Date
|
|
Total Cash Distribution
|
||
|
|
(in millions)
|
||
February 14, 2018
|
|
$
|
8
|
|
November 14, 2017
|
|
$
|
7
|
|
August 15, 2017
|
|
$
|
8
|
|
18.
|
Unit-Based Compensation
|
|
Number of Phantom Common Units
|
|
Weighted-Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2015
|
1,147,048
|
|
|
$
|
41.19
|
|
Granted
|
966,337
|
|
|
26.95
|
|
|
Vested
|
(1,240
|
)
|
|
36.98
|
|
|
Forfeited
|
(98,511
|
)
|
|
39.77
|
|
|
Outstanding at December 31, 2016
|
2,013,634
|
|
|
34.43
|
|
|
Granted
|
203,867
|
|
|
28.31
|
|
|
Vested
|
(289,377
|
)
|
|
45.48
|
|
|
Forfeited
|
(150,823
|
)
|
|
34.71
|
|
|
Outstanding at December 31, 2017
|
1,777,301
|
|
|
$
|
31.89
|
|
19.
|
Segment Reporting
|
|
Wholesale
Segment
|
|
Retail
Segment
|
|
Intercompany
Eliminations
|
|
Totals
|
|||||||
|
(in millions)
|
|||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retail motor fuel
|
$
|
—
|
|
|
$
|
1,577
|
|
|
|
|
|
$
|
1,577
|
|
Wholesale motor fuel sales to third parties
|
9,278
|
|
|
—
|
|
|
|
|
|
9,278
|
|
|||
Wholesale motor fuel sales to affiliates
|
55
|
|
|
—
|
|
|
|
|
|
55
|
|
|||
Merchandise
|
—
|
|
|
571
|
|
|
|
|
|
571
|
|
|||
Rental income
|
77
|
|
|
12
|
|
|
|
|
|
89
|
|
|||
Other
|
50
|
|
|
103
|
|
|
|
|
|
153
|
|
|||
Intersegment sales
|
1,472
|
|
|
125
|
|
|
(1,597
|
)
|
|
—
|
|
|||
Total revenue
|
10,932
|
|
|
2,388
|
|
|
(1,597
|
)
|
|
11,723
|
|
|||
Gross profit
|
|
|
|
|
|
|
|
|
||||||
Retail motor fuel
|
—
|
|
|
157
|
|
|
|
|
|
157
|
|
|||
Wholesale motor fuel
|
535
|
|
|
—
|
|
|
|
|
|
535
|
|
|||
Merchandise
|
—
|
|
|
185
|
|
|
|
|
|
185
|
|
|||
Rental and other
|
116
|
|
|
115
|
|
|
|
|
|
231
|
|
|||
Total gross profit
|
651
|
|
|
457
|
|
|
|
|
1,108
|
|
||||
Total operating expenses
|
406
|
|
|
473
|
|
|
|
|
|
879
|
|
|||
Operating income
|
245
|
|
|
(16
|
)
|
|
|
|
|
229
|
|
|||
Interest expense, net
|
88
|
|
|
121
|
|
|
|
|
|
209
|
|
|||
Income (loss) from continuing operations before income taxes
|
157
|
|
|
(137
|
)
|
|
|
|
|
20
|
|
|||
Income tax benefit
|
(10
|
)
|
|
(296
|
)
|
|
|
|
|
(306
|
)
|
|||
Income from continuing operations
|
167
|
|
|
159
|
|
|
|
|
326
|
|
||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(177
|
)
|
|
|
|
(177
|
)
|
||||
Net income and comprehensive income
|
$
|
167
|
|
|
$
|
(18
|
)
|
|
|
|
|
$
|
149
|
|
Depreciation, amortization and accretion (1)
|
118
|
|
|
85
|
|
|
|
|
|
203
|
|
|||
Interest expense, net (1)
|
88
|
|
|
157
|
|
|
|
|
|
245
|
|
|||
Income tax benefit (1)
|
(10
|
)
|
|
(248
|
)
|
|
|
|
|
(258
|
)
|
|||
EBITDA
|
363
|
|
|
(24
|
)
|
|
|
|
|
339
|
|
|||
Non-cash compensation expense (1)
|
2
|
|
|
22
|
|
|
|
|
|
24
|
|
|||
Loss on disposal of assets and impairment charges (1)
|
8
|
|
|
392
|
|
|
|
|
|
400
|
|
|||
Unrealized gain on commodity derivatives (1)
|
(3
|
)
|
|
—
|
|
|
|
|
|
(3
|
)
|
|||
Inventory fair value adjustments (1)
|
(24
|
)
|
|
(4
|
)
|
|
|
|
|
(28
|
)
|
|||
Adjusted EBITDA
|
$
|
346
|
|
|
$
|
386
|
|
|
|
|
|
$
|
732
|
|
Capital expenditures (1)
|
$
|
71
|
|
|
$
|
106
|
|
|
|
|
|
$
|
177
|
|
Total assets (1)
|
$
|
3,130
|
|
|
$
|
5,214
|
|
|
|
|
|
$
|
8,344
|
|
(1)
|
Includes amounts from discontinued operations.
|
|
Wholesale
Segment
|
|
Retail
Segment
|
|
Intercompany
Eliminations
|
|
Totals
|
|||||||
|
(in millions)
|
|||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retail motor fuel
|
$
|
—
|
|
|
$
|
1,338
|
|
|
|
|
$
|
1,338
|
|
|
Wholesale motor fuel sales to third parties
|
7,812
|
|
|
—
|
|
|
|
|
7,812
|
|
||||
Wholesale motor fuel sales to affiliates
|
62
|
|
|
—
|
|
|
|
|
62
|
|
||||
Merchandise
|
—
|
|
|
541
|
|
|
|
|
541
|
|
||||
Rental income
|
76
|
|
|
12
|
|
|
|
|
88
|
|
||||
Other
|
45
|
|
|
100
|
|
|
|
|
145
|
|
||||
Intersegment sales
|
1,195
|
|
|
133
|
|
|
(1,328
|
)
|
|
—
|
|
|||
Total revenue
|
9,190
|
|
|
2,124
|
|
|
(1,328
|
)
|
|
9,986
|
|
|||
Gross profit
|
|
|
|
|
|
|
|
|||||||
Retail motor fuel
|
—
|
|
|
163
|
|
|
|
|
163
|
|
||||
Wholesale motor fuel
|
596
|
|
|
—
|
|
|
|
|
596
|
|
||||
Merchandise
|
—
|
|
|
178
|
|
|
|
|
178
|
|
||||
Rental and other
|
110
|
|
|
109
|
|
|
|
|
219
|
|
||||
Total gross profit
|
706
|
|
|
450
|
|
|
|
|
1,156
|
|
||||
Total operating expenses
|
390
|
|
|
621
|
|
|
|
|
1,011
|
|
||||
Operating income (loss)
|
316
|
|
|
(171
|
)
|
|
|
|
145
|
|
||||
Interest expense, net
|
59
|
|
|
102
|
|
|
|
|
161
|
|
||||
Income (loss) from continuing operations before income taxes
|
257
|
|
|
(273
|
)
|
|
|
|
(16
|
)
|
||||
Income tax expense (benefit)
|
5
|
|
|
(77
|
)
|
|
|
|
(72
|
)
|
||||
Income (loss) from continuing operations
|
252
|
|
|
(196
|
)
|
|
|
|
56
|
|
||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(462
|
)
|
|
|
|
(462
|
)
|
||||
Net income (loss) and comprehensive income (loss)
|
$
|
252
|
|
|
$
|
(658
|
)
|
|
|
|
$
|
(406
|
)
|
|
Depreciation, amortization and accretion (1)
|
94
|
|
|
225
|
|
|
|
|
319
|
|
||||
Interest expense, net (1)
|
59
|
|
|
130
|
|
|
|
|
189
|
|
||||
Income tax expense (benefit) (1)
|
5
|
|
|
(36
|
)
|
|
|
|
(31
|
)
|
||||
EBITDA
|
410
|
|
|
(339
|
)
|
|
|
|
71
|
|
||||
Non-cash compensation expense (1)
|
6
|
|
|
7
|
|
|
|
|
13
|
|
||||
Loss (gain) on disposal of assets (1)
|
(3
|
)
|
|
683
|
|
|
|
|
680
|
|
||||
Unrealized gain on commodity derivatives (1)
|
5
|
|
|
—
|
|
|
|
|
5
|
|
||||
Inventory fair value adjustments (1)
|
(98
|
)
|
|
(6
|
)
|
|
|
|
(104
|
)
|
||||
Adjusted EBITDA
|
$
|
320
|
|
|
$
|
345
|
|
|
|
|
$
|
665
|
|
|
Capital expenditures (1)
|
$
|
112
|
|
|
$
|
327
|
|
|
|
|
$
|
439
|
|
|
Total assets (1)
|
$
|
3,201
|
|
|
$
|
5,500
|
|
|
|
|
$
|
8,701
|
|
(1)
|
Includes amounts from discontinued operations.
|
|
Wholesale
Segment
|
|
Retail
Segment
|
|
Intercompany
Eliminations
|
|
Totals
|
|||||||
|
(in millions)
|
|||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retail motor fuel
|
$
|
—
|
|
|
$
|
1,540
|
|
|
|
|
$
|
1,540
|
|
|
Wholesale motor fuel sales to third parties
|
10,104
|
|
|
—
|
|
|
|
|
10,104
|
|
||||
Wholesale motor fuel sales to affiliates
|
20
|
|
|
—
|
|
|
|
|
20
|
|
||||
Merchandise
|
—
|
|
|
544
|
|
|
|
|
544
|
|
||||
Rental income
|
52
|
|
|
29
|
|
|
|
|
81
|
|
||||
Other
|
28
|
|
|
113
|
|
|
|
|
141
|
|
||||
Intersegment sales
|
1,407
|
|
|
124
|
|
|
(1,531
|
)
|
|
—
|
|
|||
Total revenue
|
11,611
|
|
|
2,350
|
|
|
(1,531
|
)
|
|
12,430
|
|
|||
Gross profit
|
|
|
|
|
|
|
|
|||||||
Retail motor fuel
|
—
|
|
|
200
|
|
|
|
|
200
|
|
||||
Wholesale motor fuel
|
384
|
|
|
—
|
|
|
|
|
384
|
|
||||
Merchandise
|
—
|
|
|
179
|
|
|
|
|
179
|
|
||||
Rental and other
|
74
|
|
|
143
|
|
|
|
|
217
|
|
||||
Total gross profit
|
458
|
|
|
522
|
|
|
|
|
980
|
|
||||
Total operating expenses
|
332
|
|
|
396
|
|
|
|
|
728
|
|
||||
Operating income
|
126
|
|
|
126
|
|
|
|
|
252
|
|
||||
Interest expense, net
|
54
|
|
|
13
|
|
|
|
|
67
|
|
||||
Income from continuing operations before income taxes
|
72
|
|
|
113
|
|
|
|
|
185
|
|
||||
Income tax expense
|
4
|
|
|
25
|
|
|
|
|
29
|
|
||||
Income from continuing operations
|
68
|
|
|
88
|
|
|
|
|
156
|
|
||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
38
|
|
|
|
|
38
|
|
||||
Net income and comprehensive income
|
$
|
68
|
|
|
$
|
126
|
|
|
|
|
$
|
194
|
|
|
Depreciation, amortization and accretion (1)
|
68
|
|
|
210
|
|
|
|
|
278
|
|
||||
Interest expense, net (1)
|
55
|
|
|
33
|
|
|
|
|
88
|
|
||||
Income tax expense (1)
|
4
|
|
|
48
|
|
|
|
|
52
|
|
||||
EBITDA
|
195
|
|
|
417
|
|
|
|
|
612
|
|
||||
Non-cash compensation expense (1)
|
4
|
|
|
4
|
|
|
|
|
8
|
|
||||
Loss (gain) on disposal of assets (1)
|
1
|
|
|
(2
|
)
|
|
|
|
(1
|
)
|
||||
Unrealized gain on commodity derivatives (1)
|
2
|
|
|
—
|
|
|
|
|
2
|
|
||||
Inventory fair value adjustments (1)
|
78
|
|
|
20
|
|
|
|
|
98
|
|
||||
Adjusted EBITDA
|
$
|
280
|
|
|
$
|
439
|
|
|
|
|
$
|
719
|
|
|
Capital expenditures (1)
|
$
|
65
|
|
|
$
|
426
|
|
|
|
|
$
|
491
|
|
|
Total assets (1)
|
$
|
2,926
|
|
|
$
|
5,916
|
|
|
|
|
$
|
8,842
|
|
(1)
|
Includes amounts from discontinued operations.
|
20.
|
Net Income per Unit
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
(in millions, except units and per unit amounts)
|
||||||||||
Income from continuing operations
|
$
|
326
|
|
|
$
|
56
|
|
|
$
|
156
|
|
Less: Net income and comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
4
|
|
|||
Less: Preacquisition income allocated to general partner
|
—
|
|
|
—
|
|
|
75
|
|
|||
Income from continuing operations attributable to partners
|
326
|
|
|
56
|
|
|
77
|
|
|||
Less:
|
|
|
|
|
|
||||||
Series A Preferred units
|
23
|
|
|
—
|
|
|
—
|
|
|||
Incentive distribution rights
|
85
|
|
|
81
|
|
|
30
|
|
|||
Distributions on nonvested phantom unit awards
|
6
|
|
|
5
|
|
|
2
|
|
|||
Limited partners' interest in net income (loss) from continuing operations
|
$
|
212
|
|
|
$
|
(30
|
)
|
|
$
|
45
|
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
$
|
(177
|
)
|
|
$
|
(462
|
)
|
|
$
|
38
|
|
Less: Preacquisition income allocated to general partner
|
—
|
|
|
—
|
|
|
28
|
|
|||
Limited partners' interest in net income (loss) from discontinued operations
|
$
|
(177
|
)
|
|
$
|
(462
|
)
|
|
$
|
10
|
|
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
|
|||
Common - basic
|
99,270,120
|
|
|
93,575,530
|
|
|
40,253,913
|
|
|||
Common - equivalents
|
458,234
|
|
|
28,305
|
|
|
21,738
|
|
|||
Common - diluted
|
99,728,354
|
|
|
93,603,835
|
|
|
40,275,651
|
|
|||
Subordinated - (basic and diluted)
|
—
|
|
|
—
|
|
|
10,010,333
|
|
|||
Income (loss) from continuing operations per limited partner unit:
|
|
|
|
|
|
|
|
|
|||
Common - basic
|
$
|
2.13
|
|
|
$
|
(0.32
|
)
|
|
$
|
0.91
|
|
Common - diluted
|
$
|
2.12
|
|
|
$
|
(0.32
|
)
|
|
$
|
0.91
|
|
Subordinated - basic and diluted (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.17
|
|
Income (loss) from discontinued operations per limited partner unit:
|
|
|
|
|
|
||||||
Common - basic
|
$
|
(1.78
|
)
|
|
$
|
(4.94
|
)
|
|
$
|
0.20
|
|
Common - diluted
|
$
|
(1.78
|
)
|
|
$
|
(4.94
|
)
|
|
$
|
0.20
|
|
Subordinated - basic and diluted (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.23
|
|
(1)
|
The subordination period ended on November 30, 2015, at which time outstanding subordinated units were converted to common units. Distributions and the partners' interest in net income were allocated to the subordinated units through November 30, 2015.
|
21.
|
Selected Quarterly Financial Data (unaudited)
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
4th
QTR |
|
3rd
QTR |
|
2nd
QTR |
|
1st
QTR |
|
4th
QTR |
|
3rd
QTR |
|
2nd
QTR |
|
1st
QTR |
||||||||||||||||
Motor fuel sales
|
$
|
2,758
|
|
|
$
|
2,849
|
|
|
$
|
2,685
|
|
|
$
|
2,618
|
|
|
$
|
2,634
|
|
|
$
|
2,415
|
|
|
$
|
2,367
|
|
|
$
|
1,796
|
|
Merchandise sales
|
142
|
|
|
151
|
|
|
147
|
|
|
131
|
|
|
133
|
|
|
142
|
|
|
138
|
|
|
128
|
|
||||||||
Rental and other income
|
59
|
|
|
64
|
|
|
60
|
|
|
59
|
|
|
57
|
|
|
62
|
|
|
58
|
|
|
56
|
|
||||||||
Total revenues
|
$
|
2,959
|
|
|
$
|
3,064
|
|
|
$
|
2,892
|
|
|
$
|
2,808
|
|
|
$
|
2,824
|
|
|
$
|
2,619
|
|
|
$
|
2,563
|
|
|
$
|
1,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Motor fuel gross profit
|
$
|
176
|
|
|
$
|
203
|
|
|
$
|
155
|
|
|
$
|
158
|
|
|
$
|
197
|
|
|
$
|
182
|
|
|
$
|
206
|
|
|
$
|
174
|
|
Merchandise gross profit
|
45
|
|
|
49
|
|
|
48
|
|
|
43
|
|
|
44
|
|
|
46
|
|
|
46
|
|
|
42
|
|
||||||||
Other gross profit
|
56
|
|
|
64
|
|
|
56
|
|
|
55
|
|
|
55
|
|
|
54
|
|
|
56
|
|
|
54
|
|
||||||||
Total gross profit
|
$
|
277
|
|
|
$
|
316
|
|
|
$
|
259
|
|
|
$
|
256
|
|
|
$
|
296
|
|
|
$
|
282
|
|
|
$
|
308
|
|
|
$
|
270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from operations
|
$
|
65
|
|
|
$
|
128
|
|
|
$
|
(20
|
)
|
|
$
|
56
|
|
|
$
|
(140
|
)
|
|
$
|
76
|
|
|
$
|
120
|
|
|
$
|
89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net Income (loss)
|
$
|
232
|
|
|
$
|
138
|
|
|
$
|
(222
|
)
|
|
$
|
1
|
|
|
$
|
(585
|
)
|
|
$
|
45
|
|
|
$
|
72
|
|
|
$
|
62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from continuing operations per limited partner unit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common (basic)
|
$
|
1.91
|
|
|
$
|
0.92
|
|
|
$
|
(0.58
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
0.09
|
|
|
$
|
0.60
|
|
|
$
|
0.56
|
|
Common (diluted)
|
$
|
1.90
|
|
|
$
|
0.91
|
|
|
$
|
(0.59
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
0.09
|
|
|
$
|
0.60
|
|
|
$
|
0.56
|
|
Income (loss) from discontinued operations per limited partner unit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common (basic)
|
$
|
0.11
|
|
|
$
|
0.17
|
|
|
$
|
(1.94
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(4.81
|
)
|
|
$
|
0.15
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.09
|
)
|
Common (diluted)
|
$
|
0.11
|
|
|
$
|
0.17
|
|
|
$
|
(1.94
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(4.81
|
)
|
|
$
|
0.15
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.09
|
)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Supplier name | Ticker |
---|---|
Entergy Corporation | ETR |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|