Related-Party Transactions

We are party to the following fee-based commercial agreements with various affiliates of ETP:

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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 Holdings, LLC, a subsidiary of ETP, owns a noncontrolling interest in the parent of PES. Beginning in the third quarter of 2018, PES was no longer considered an affiliate of ETP as the interest in PES owned by ETP decreased to an amount which was no longer considered to give ETP any significant influence over PES’s management or operations.


•	ETP Transportation and Terminalling Contracts – various agreements with subsidiaries of ETP for pipeline, terminalling and storage services. We also have agreements with subsidiaries of ETP for the purchase and sale of fuel.

We are party to the Stripes Distribution Contract, a 10-year agreement under which we are the exclusive distributor of motor fuel at cost (including tax and transportation costs), plus a fixed profit margin per gallon to certain independently operated commission agent locations including 207 Stripes retail sites recently converted to the commission agent model.

We are party to the Sunoco Distribution Contract, a 10-year agreement under which we are the exclusive distributor of motor fuel to Sunoco Retail’s retail stores. Pursuant to the agreement, pricing is cost plus a fixed margin per gallon. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

In connection with the closing of our IPO on September 25, 2012, we also entered into an Omnibus Agreement with Susser Holding Corporation (“Susser”) (the “Omnibus Agreement”). Pursuant to the Omnibus Agreement, among other things, the Partnership received a three-year option to purchase from Susser up to 75 of Susser's new or recently constructed Stripes retail stores at Susser's cost and lease the stores back to Susser at a specified rate for a 15-year initial term. During 2015, we completed all 75 sale-leaseback transactions under the Omnibus Agreement.

Summary of Transactions

Significant affiliate balances and activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income (Loss) are as follows:


•	Net advances from affiliates were $85 million and $85 million as of September 30, 2018 and December 31, 2017, respectively. Advances from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Sunoco (R&M), LLC and Sunoco Retail and Sunoco (R&M), LLC, which are in place for purposes of cash management.


•	Net accounts receivable from affiliates were $134 million and $155 million as of September 30, 2018 and December 31, 2017, respectively, which are primarily related to motor fuel purchases from us.


•	Net accounts payable to affiliates were $160 million and $206 million as of September 30, 2018 and December 31, 2017, respectively, which are related to operational expenses and fuel pipeline purchases.


•	Motor fuel sales to affiliates were $1 million and $16 million for the three months ended September 30, 2018 and 2017, respectively.


•	Motor fuel sales to affiliates were $23 million and $44 million for the nine months ended September 30, 2018 and 2017, respectively.


•	Bulk fuel purchases from affiliates were $96 million and $601 million for the three months ended September 30, 2018 and 2017, respectively, which is included in motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income (Loss).


•	Bulk fuel purchases from affiliates were $1.8 billion and $1.7 billion for the nine months ended September 30, 2018 and 2017, respectively, which is included in motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income (Loss).