10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: September 30, 2015

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to

Commission File Number: 001-35653

SUNOCO LP

(Exact name of registrant as specified in its charter)

Delaware	30-0740483
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

555 East Airtex Drive

Houston, TX 77073

(Address of principal executive offices, including zip code)

(832) 234-3600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x   No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

The registrant had 52,373,639 common units and 10,939,436 subordinated units and 11,018,744 Class A units outstanding at November 2, 2015.

SUNOCO LP

FORM 10-Q

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3. Quantitative and Qualitative Disclosures About Market Risk	44
Item 4. Controls and Procedures	45
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	46
Item 1A. Risk Factors	46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3. Defaults Upon Senior Securities	46
Item 4. Mine Safety Disclosures	46
Item 5. Other Information	46
Item 6. Exhibits	46

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SUNOCO LP

CONSOLIDATED BALANCE SHEETS

(in thousands, except units)

(unaudited)

	December 31, 2014			September 30, 2015
Assets
Current assets:
Cash and cash equivalents	$	125,426		$	47,773
Advances from affiliates		396,376			242,639
Accounts receivable, net		257,065			317,840
Receivables from affiliates (MACS: $3,484 at December 31, 2014    and $5,549 at September 30, 2015)		4,941			25,222
Inventories, net		440,294			350,613
Other current assets		72,557			65,782
Total current assets		1,296,659			1,049,869
Property and equipment, net (MACS: $45,340 at December 31, 2014    and $44,161 at September 30, 2015)		2,081,126			2,298,004
Other assets:
Goodwill		1,854,436			1,799,044
Intangible assets, net		893,455			980,591
Other noncurrent assets (MACS: $3,665 at December 31, 2014 and September 30, 2015)		35,568			52,085
Total assets	$	6,161,244		$	6,179,593
Liabilities and equity
Current liabilities:
Accounts payable (MACS: $6 at December 31, 2014 and September 30, 2015)	$	383,496		$	439,158
Accounts payable to affiliates		56,969			35,449
Accrued expenses and other current liabilities (MACS: $484 at December 31, 2014    and September 30, 2015)		291,047			253,777
Current maturities of long-term debt (MACS: $8,422 at December 31, 2014    and $8,393 at September 30, 2015)		13,772			13,762
Total current liabilities		745,284			742,146
Revolving line of credit		683,378			875,000
Long-term debt (MACS: $48,029 at December 31, 2014 and $46,400 at September 30, 2015)		408,826			1,568,447
Deferred income tax liability		391,332			419,303
Other noncurrent liabilities (MACS: $1,190 at December 31, 2014 and September 30, 2015)		89,268			95,552
Total liabilities		2,318,088			3,700,448
Commitments and contingencies (Note 13)
Partners' capital:
Limited partner interest:
Common unitholders - public (20,036,329 units issued and outstanding at    December 31, 2014 and 25,536,329 at September 30, 2015)		874,688			1,092,954
Common unitholders - affiliated (4,062,848 units issued and outstanding at    December 31, 2014 and 26,837,310 at September 30, 2015)		27,459			1,267,056
Subordinated unitholders - affiliated (10,939,436 units issued and outstanding at    December 31, 2014 and September 30, 2015)		—			74,991
Class A unitholders - held by subsidiary (no units issued or outstanding at    December 31, 2014 and 11,018,744 at September 30, 2015)		—			—
Total partners' capital		902,147			2,435,001
Predecessor equity		2,946,653			—
Noncontrolling interest		(5,644	)		44,144
Total equity		3,843,156			2,479,145
Total liabilities and equity	$	6,161,244		$	6,179,593

Parenthetical amounts represent assets and liabilities attributable to consolidated variable interest entities
of Mid-Atlantic Convenience Stores, LLC (MACS) as of December 31, 2014 and September 30, 2015.

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

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SUNOCO LP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except unit and per unit amounts)

(unaudited)

	July 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015
	Predecessor			Successor
Revenues
Retail motor fuel sales	$	—		$	350,689		$	854,140
Wholesale motor fuel sales to third parties		323,281			1,021,267			2,664,186
Wholesale motor fuel sales to affiliates		571,755			271,726			500,362
Merchandise sales		—			115,070			429,891
Rental income		3,424			2,531			18,411
Other		1,117			9,300			20,327
Total revenues		899,577			1,770,583			4,487,317
Cost of sales
Retail motor fuel cost of sales		—			326,538			740,632
Wholesale motor fuel cost of sales		882,666			1,300,425			3,076,942
Merchandise cost of sales		—			78,091			287,364
Other		553			426			1,232
Total cost of sales		883,219			1,705,480			4,106,170
Gross profit		16,358			65,103			381,147
Operating expenses
General and administrative		6,833			10,844			42,752
Other operating		1,169			55,025			183,623
Rent		196			5,048			23,586
Loss (gain) on disposal of assets		(3	)		(34	)		696
Depreciation, amortization and accretion		3,798			13,309			45,601
Total operating expenses		11,993			84,192			296,258
Income from operations		4,365			(19,089	)		84,889
Interest expense, net		(1,491	)		(3,371	)		(28,517	)
Income before income taxes		2,874			(22,460	)		56,372
Income tax expense		(91	)		(980	)		(28,972	)
Net income (loss) and comprehensive income (loss)		2,783			(23,440	)		27,400
Less: Net loss and comprehensive loss attributable to noncontrolling interest		—			—			(12,142	)
Less: Preacquisition income (loss) allocated to general partner		—			(21,684	)		11,998
Net income (loss) and comprehensive income (loss) attributable to partners	$	2,783		$	(1,756	)	$	27,544
Net income (loss) per limited partner unit:
Common (basic and diluted)	$	0.13		$	(0.09	)	$	0.30
Subordinated (basic and diluted)	$	0.13		$	(0.09	)	$	0.52
Weighted average limited partner units outstanding:
Common units - public		10,957,974			10,974,491			24,340,677
Common units - affiliated		79,308			79,308			19,431,349
Subordinated units - affiliated		10,939,436			10,939,436			10,939,436
Cash distribution per unit	$	—		$	0.5457		$	0.7454

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

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SUNOCO LP

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except unit and per unit amounts)

(unaudited)

	January 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor			Successor
Revenues
Retail motor fuel sales	$	—		$	350,689		$	2,538,495
Wholesale motor fuel sales to third parties		1,275,422			1,021,267			8,021,741
Wholesale motor fuel sales to affiliates		2,200,394			271,726			1,391,145
Merchandise sales		—			115,070			1,195,306
Rental income		11,690			2,531			54,202
Other		4,683			9,300			59,834
Total revenues		3,492,189			1,770,583			13,260,723
Cost of sales
Retail motor fuel cost of sales		—			326,538			2,281,887
Wholesale motor fuel cost of sales		3,429,169			1,300,425			9,048,913
Merchandise cost of sales		—			78,091			801,231
Other		2,339			426			3,744
Total cost of sales		3,431,508			1,705,480			12,135,775
Gross profit		60,681			65,103			1,124,948
Operating expenses
General and administrative		17,075			10,844			131,175
Other operating		4,964			55,025			504,813
Rent		729			5,048			70,097
Loss (gain) on disposal of assets		(39	)		(34	)		1,531
Depreciation, amortization and accretion		10,457			13,309			144,128
Total operating expenses		33,186			84,192			851,744
Income from operations		27,495			(19,089	)		273,204
Interest expense, net		(4,767	)		(3,371	)		(57,692	)
Income before income taxes		22,728			(22,460	)		215,512
Income tax expense		(218	)		(980	)		(43,657	)
Net income (loss) and comprehensive income (loss)		22,510			(23,440	)		171,855
Less: Net income and comprehensive income attributable to noncontrolling interest		—			—			49,788
Less: Preacquisition income (loss) allocated to general partner		—			(21,684	)		64,789
Net income (loss) and comprehensive income (loss) attributable to partners	$	22,510		$	(1,756	)	$	57,278
Net income (loss) per limited partner unit:
Common (basic and diluted)	$	1.02		$	(0.09	)	$	0.96
Subordinated (basic and diluted)	$	1.02		$	(0.09	)	$	1.21
Weighted average limited partner units outstanding:
Common units - public		10,944,309			10,974,491			21,486,879
Common units - affiliated		79,308			79,308			9,507,137
Subordinated units - affiliated		10,939,436			10,939,436			10,939,436
Cash distribution per unit	$	1.0218		$	0.5457		$	2.0838

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

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SUNOCO LP

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY

(in thousands)

(unaudited)

	Partnership
	Common Units-Public			Common Units- Affiliated			Subordinated Units- Affiliated			Predecessor Equity			Noncontrolling Interest			Total Equity
Balance at December 31, 2014	$	874,688		$	27,459		$	—		$	2,946,653		$	(5,644	)	$	3,843,156
Contribution of Sunoco LLC from ETP		—			—			—			(775,000	)		—			(775,000	)
Contribution of Susser from ETP Holdco and HHI		—			—			—			(966,855	)		—			(966,855	)
Contribution of assets between entities under    common control above historic cost		—			1,348			81,357			(1,090,405	)		—			(1,007,700	)
Cancellation of promissory note with ETP		—			255,000			—			—			—			255,000
Cash distribution to ETP		—			(25,000	)		—			(179,182	)		—			(204,182	)
Cash distribution to unitholders		(42,669	)		(14,543	)		(7,585	)		—			—			(64,797	)
Equity issued to ETP		—			1,007,699			—			—			—			1,007,699
Public equity offering, net		213,213			—			—			—			—			213,213
Unit-based compensation		3,181			1,279			297			—			—			4,757
Other		(5	)		2,004			—			—			—			1,999
Partnership net income		44,546			11,810			922			64,789			49,788			171,855
Balance at September 30, 2015	$	1,092,954		$	1,267,056		$	74,991		$	—		$	44,144		$	2,479,145

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

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SUNOCO LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	January 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor			Successor
Cash flows from operating activities:
Net income	$	22,510		$	(23,440	)	$	171,855
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, amortization and accretion		10,457			13,309			144,128
Amortization of deferred financing fees		313			1,606			2,291
Loss (gain) on disposal of assets		(39	)		(34	)		1,531
Non-cash unit based compensation		4,692			2,503			3,529
Deferred income tax		(15	)		—			2,042
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(3,939	)		80,911			(60,775	)
Accounts receivable from affiliates		(22,812	)		(5,496	)		(18,273	)
Inventories		(10,557	)		34,241			88,903
Other assets		(938	)		83,862			6,775
Accounts payable		30,838			(186,588	)		66,430
Accounts payable to affiliates		—			(21,249	)		(21,634	)
Accrued liabilities		1,713			38,386			(37,546	)
Other noncurrent liabilities		1,139			(7,507	)		(13,317	)
Net cash provided by operating activities		33,362			10,504			335,939
Cash flows from investing activities:
Capital expenditures		(89,330	)		(20,123	)		(257,729	)
Purchase of intangible assets		(3,660	)		(19,925	)		(63,277	)
Acquisition of Sunoco LLC, net of cash acquired		—			—			(775,000	)
Acquisition of Susser, net of cash acquired		—			—			(966,855	)
Other acquisitions		—			—			(59,193	)
Redemption of marketable securities		25,952			—			—
Proceeds from disposal of property and equipment		—			53			4,419
Net cash used in investing activities		(67,038	)		(39,995	)		(2,117,635	)
Cash flows from financing activities:
Proceeds from issuance of Senior Notes		—			—			1,400,000
Payments on long-term debt		(25,880	)		(30,837	)		(240,388	)
Revolver, borrowings		554,771			110,800			959,668
Revolver, repayments		(466,391	)		(85,390	)		(513,046	)
Advances from affiliates		—			53,125			153,737
Proceeds from equity issued, net		—			—			213,213
Distributions to Parent		(16,669	)		—			(204,182	)
Distributions to Unitholders		(16,485	)		—			(64,852	)
Other		(125	)		—			(107	)
Net cash provided by financing activities		29,221			47,698			1,704,043
Net increase (decrease) in cash		(4,455	)		18,207			(77,653	)
Cash and cash equivalents at beginning of period		8,150			127,400			125,426
Cash and cash equivalents at end of period	$	3,695		$	145,607		$	47,773

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

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SUNOCO LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization and Principles of Consolidation

The Partnership was formed in June 2012 by Susser Holdings Corporation ("Susser") and its wholly owned subsidiary, Sunoco GP LLC (formerly known as Susser Petroleum Partners GP LLC), our general partner (“General Partner”). On September 25, 2012, we completed our initial public offering (“IPO”) of 10,925,000 common units representing limited partner interests.

On April 27, 2014, Susser entered into an Agreement and Plan of Merger with Energy Transfer Partners, L.P. (“ETP”) and certain other related entities, under which ETP would acquire the outstanding common shares of Susser ("ETP Merger"). The ETP Merger was completed on August 29, 2014. By acquiring Susser, ETP acquired 100% of the non-economic general partner interest and incentive distribution rights in us, which have subsequently been distributed to Energy Transfer Equity, L.P. (“ETE”), and directly and indirectly acquired approximately 11.0 million of our common and subordinated units (representing approximately 50.1% of our then outstanding units). Unvested phantom units that were outstanding on April 27, 2014 vested upon completion of the ETP Merger. See Note 3 for further information.

Effective October 27, 2014, Susser Petroleum Partners LP (NYSE: SUSP) changed its name to Sunoco LP (“SUN”, NYSE: SUN). These changes align the Partnership's legal and marketing name with that of ETP's iconic brand, Sunoco. As used in this document, the terms "Partnership", "SUN", "we", "us" or "our", should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise.

The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, our majority-owned subsidiaries, and variable interest entities (“VIE”s) in which we are the primary beneficiary. We distribute motor fuels across more than 30 states throughout the East Coast and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. Starting in fiscal 2014, we are also an operator of convenience retail stores in Virginia, Maryland, Tennessee, Georgia, and Hawaii. As a result of our July 31, 2015 acquisition of Susser from ETP, we are also an operator of convenience retail stores in Texas, Oklahoma, and New Mexico. Our recent acquisitions are intended to complement and expand our wholesale distribution business and diversify both geographically and through retail operations.

On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco, LLC (“Sunoco LLC”). Because we have a controlling financial interest in Sunoco LLC, our consolidated financial statements include 100% of Sunoco LLC. The 68.42% membership interest in Sunoco LLC that we do not own is presented as noncontrolling interest in our consolidated financial statements.

Results of operations for the Mid-Atlantic Convenience Stores, LLC ("MACS"), Sunoco LLC, and Susser acquisitions, deemed transactions between entities under common control, have been included in our consolidated results of operations since September 1, 2014, the date of common control. See Note 3 for further information.

Prior to September 2014, we operated our business as one segment, which was primarily engaged in wholesale fuel distribution. With the addition of convenience store operations we have added a retail operating segment. Our primary operations are conducted by the following consolidated subsidiaries:

• Susser Petroleum Operating Company LLC ("SPOC"), a Delaware limited liability company, distributes motor fuel to Susser’s retail and consignment locations, as well as third party customers in Texas, New Mexico, Oklahoma and Louisiana.

• T&C Wholesale LLC and Susser Energy Services LLC, both Texas limited liability companies, distribute motor fuels, propane and lubricating oils, primarily in Texas, Oklahoma, New Mexico and Kansas. On April 1, 2015, T&C Wholesale merged into Susser Energy Services and Susser Energy Services changed its name to Sunoco Energy Services LLC.

• Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.

• Southside Oil, LLC, a Virginia limited liability company, distributes motor fuel, primarily in Virginia, Maryland, Tennessee, and Georgia.

• MACS Retail LLC, a Virginia limited liability company, owns and operates convenience stores, primarily in Virginia, Maryland, Tennessee, and Georgia.

• Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, distributes motor fuel and owns and operates convenience stores on the Hawaiian Islands.

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• Sunoco LLC, a Delaware limited liability company formed on June 1, 2014, in which we own a 31.58% membership interest, primarily distributes motor fuels across more than 26 states throughout the East Coast and Southeast regions of the United States. 

• Susser, a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, and Oklahoma through Stripes branded convenience stores and transports motor fuel under GoPetro Transport LLC.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Certain line items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no impact on gross margin, income from operations, net income and comprehensive income, or the balance sheets or statements of cash flows.

2. Summary of Significant Accounting Policies

Interim Financial Statements

The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). Pursuant to Regulation S-X, certain information and disclosures normally included in the annual financial statements have been condensed or omitted. The consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 27, 2015.

Significant Accounting Policies

Cash and Cash Equivalents. Sunoco LLC has a treasury services agreement with an indirect wholly-owned subsidiary of ETP, Sunoco, Inc. Pursuant to this agreement, Sunoco LLC participates in Sunoco, Inc.’s centralized cash management program. Under this program, all cash receipts and cash disbursements are processed, together with those of Sunoco, Inc., through Sunoco, Inc.’s cash accounts with a corresponding credit or charge to the advances to/from affiliates account. This cash management policy differs from our remaining cash policies, which are unchanged from December 31, 2014. The net balance of Sunoco LLC is reflected in Advances from affiliates on the consolidated balance sheets.

Segment Reporting. Beginning with the acquisition of MACS in 2014, we operate our business in two primary segments, both of which are included as reportable segments. Our retail segment operates convenience stores selling a variety of merchandise, food items, services and motor fuel. Our wholesale segment sells motor fuel to our retail segment and external customers. Beginning in the first quarter of 2015, we allocated the revenue and costs previously reported in "All Other" to each segment based on the way our Chief Operating Decision Maker ("CODM") measures segment performance (see Note 18).

As of September 30, 2015, there were no other changes in significant accounting policies from those described in the December 31, 2014 audited consolidated financial statements.

Recently Issued Accounting Pronouncements

FASB ASU No. 2015-03. In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, "Interest - Imputation of Interest - (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." Debt issuance costs related to a recognized debt liability shall be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The ASU requires retrospective application. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.

FASB ASU No. 2015-05. In April 2015, the FASB issued ASU No. 2015-05 "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." The amendments in this ASU provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after

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December 15, 2015, and interim periods within those fiscal years. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.

FASB ASU No. 2015-06. In April 2015, the FASB issued ASU No. 2015-06 "Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (a consensus of the FASB Emerging Issues Task Force ("EITF")." The amendments in this ASU specify that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We currently are in compliance with the amendments in this ASU.

FASB ASU No. 2015-14. In August 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date," which amends the effective date of ASU No. 2014-09. The updates clarify the principles for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2015-14 amends the effective date to financial statements issued with fiscal years beginning after December 15, 2017, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2015-14 can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. We are continuing to evaluate the impact, if any, that adopting this new accounting standard will have on our revenue recognition policies.

FASB ASU No. 2015-15. In August 2015, the FASB issued ASU No. 2015-15 "Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting)." As the guidance in Update 2015-03 (discussed above) does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, Update 2015-15 clarifies that such debt issuance costs may be deferred and presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amendments in this Update are effective for financial statements issued with fiscal years beginning after December 15, 2015, including interim periods within that reporting period. The ASU requires retrospective application. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.

FASB ASU No. 2015-16. In August 2015, the FASB issued ASU No. 2015-16 "Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments." This update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Additionally, this update requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Finally, this update requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this Update are effective for financial statements issued with fiscal years beginning after December 15, 2015, including interim periods within that reporting period. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.

3. Mergers and Acquisitions

ETP Merger

As a result of the ETP Merger, we became a consolidated entity of ETP and applied “push down” accounting that required our assets and liabilities to be adjusted to fair value as of August 29, 2014, the date of the merger. Due to the application of "push down" accounting, our consolidated financial statements and certain footnote disclosures are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented. The periods prior to the ETP Merger are identified as “Predecessor” and the period after the ETP Merger is identified as “Successor”. For accounting purposes, management has designated the ETP Merger date as August 31, 2014, as the operating results and change in financial position for the intervening period is not material.

Management, with the assistance of a third party valuation firm, has determined the fair value of our assets and liabilities as of August 31, 2014. We determined the value of goodwill by giving consideration to the following qualitative factors:

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• synergies created from a reduction in workforce; 

• synergies created through increased fuel purchasing advantages, merchandising and improved “buying power” reflecting economies of scale; and

• the consideration of the highest and best use of the assets through discussion among the management group, the qualitative characteristics of the assets acquired, observations from past transactions within the industry regarding the use of assets subsequent to the respective acquisitions, and senior management’s future plans for the assets acquired and the related forecasts.

Our identifiable intangible assets consist primarily of dealer relationships, the fair value of which were determined by applying a discounted cash flow approach which was adjusted for customer attrition assumptions and projected market conditions. The amount of goodwill recorded represents the excess of our enterprise value over the fair value of our assets and liabilities. In connection with the finalization of the ETP Merger valuation, an adjustment of $15.1 million was made to reduce the amounts of goodwill and deferred tax liability, and increase property and equipment.

The following table summarizes the final "push down" accounting allocation to our assets and liabilities as of the date presented (in thousands):

	August 31, 2014
Current assets	$	171,434
Property and equipment		274,510
Goodwill		574,876
Intangible assets		70,473
Other noncurrent assets		811
Current liabilities		(150,657	)
Other noncurrent liabilities		(245,663	)
Net assets	$	695,784

Acquisitions

MACS Acquisition

On October 1, 2014, we acquired 100% of the membership interests of MACS from ETP for a total consideration of approximately $768.0 million, subject to certain working capital adjustments. The consideration paid consisted of 3,983,540 newly issued Partnership common units and $566.0 million in cash. We initially financed the cash portion of the MACS acquisition by utilizing availability under the 2014 Revolver (as defined below). A portion of the 2014 Revolver borrowing was repaid during the fourth quarter of 2014, using cash from proceeds of an equity offering. MACS has been determined to be the primary beneficiary of certain variable interest entities, and therefore the Partnership consolidates these variable interest entities.

The assets owned by MACS include approximately 100 company-operated retail convenience stores and 200 dealer-operated and consignment sites that were previously acquired by ETP. The combined portfolio includes locations in Virginia, Maryland, Tennessee and Georgia. This was the first transaction completed in a series of previously announced drop-down plans by which ETP intends to transfer its retail and fuel distribution businesses to the Partnership. The acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized the acquired assets and assumed liabilities at their respective carrying values and no additional goodwill was created. The Partnership's results of operations include MACS' results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of MACS from August 31, 2014.

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The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, including initial tax accounting related to the transaction (in thousands):

	August 31, 2014
Current assets	$	96,749
Property and equipment		463,772
Goodwill		118,610
Intangible assets		90,676
Other noncurrent assets		48,913
Current liabilities		(45,151	)
Other noncurrent liabilities		(186,661	)
Net assets		586,908
Net deemed contribution		(21,095	)
Cash acquired		(60,798	)
Total cash consideration, net of cash acquired	$	505,015

Goodwill acquired in connection with the MACS acquisition is deductible for tax purposes.

Aloha Acquisition

On December 16, 2014, we completed the acquisition of 100% of the stock of Aloha, the largest independent gasoline marketer and one of the largest convenience store operators in Hawaii, with an extensive wholesale fuel distribution network and six fuel storage terminals on the islands. Aloha currently markets through approximately 100 Aloha, Shell, and Mahalo branded fuel stations throughout the state, about half of which are company operated. The adjusted purchase price for Aloha was approximately $267.0 million in cash, subject to a post-closing earn-out we have estimated at $18.3 million, and certain post-closing adjustments, and before transaction costs and other expenses totaling $2.8 million. As of December 31, 2014, we have recorded on our consolidated balance sheet under other non-current liabilities the $18.3 million contingent consideration, which we based on the internal evaluation of the earnings level that Aloha is expected to achieve during the earnout period of December 16, 2014 through December 31, 2022. Approximately $14.1 million of the cash consideration was placed in an escrow account to satisfy indemnification obligations of the seller and certain environmental claims, pursuant to the terms of the purchase agreement.

Management, with the assistance of a third party valuation firm, preliminarily determined the fair value of the assets and liabilities at the date of acquisition. We determined the value of goodwill by giving consideration to the following qualitative factors:

• synergies created through increased fuel purchasing advantages, merchandising and improved “buying power” reflecting economies of scale;

• strategic advantages of Aloha due to its particular assets;

• Aloha’s history;

• the nature of Aloha’s products and services and its competitive position in the marketplaces; and

• Aloha’s competitors in the geographically isolated market.

The value of certain assets and liabilities are preliminary in nature, and are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the acquisition date. As a result, material adjustments to this preliminary allocation may occur in the future. An adjustment of $49.1 million was made to reduce the amount of goodwill related to the Aloha acquisition and increase tangible and intangible assets offset by an increase in deferred tax liability. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation.

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The following table summarizes the preliminary allocation of the assets and liabilities as of the date presented (in thousands):

	December 16, 2014
Current assets	$	67,012
Property and equipment		127,833
Goodwill		105,698
Intangible assets		74,706
Other noncurrent assets		732
Current liabilities		(20,127	)
Other noncurrent liabilities		(70,465	)
Total consideration		285,389
Cash acquired		(30,597	)
Contingent consideration		(18,300	)
Total cash consideration, net of cash acquired and    contingent consideration	$	236,492

The Aloha acquisition was a stock purchase transaction. It is being treated as such for tax purposes and any resulting goodwill is not deductible for tax purposes.

Sunoco LLC Acquisition

On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco LLC from ETP Retail Holdings, LLC (“ETP Retail”), an indirect wholly-owned subsidiary of ETP, for total consideration of approximately $775.0 million in cash (the “Cash Consideration”) and $40.8 million in common units representing limited partner interests of the Partnership, based on the five day volume weighted average price of the Partnership’s common units as of March 20, 2015. The Cash Consideration was financed through issuance by the Partnership and its wholly owned subsidiary, Sunoco Finance Corp. (“SUN Finance”) of 6.375% Senior Notes due 2023 on April 1, 2015. The common units issued to ETP Retail were issued and sold in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the terms of the Sunoco LLC Contribution Agreement, ETP guaranteed all of the obligations of ETP Retail.

We have a controlling financial interest in Sunoco LLC as a result of our 50.1% voting interest, therefore our consolidated financial statements include 100% of Sunoco LLC. The 68.42% membership interest in Sunoco LLC that we do not own is presented as noncontrolling interest in our consolidated financial statements.

The acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized acquired assets and assumed liabilities at their respective carrying values with no goodwill created. The Partnership’s results of operations include Sunoco LLC’s results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of Sunoco LLC from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its consolidated statement of operations and comprehensive income to include $2.4 billion of Sunoco LLC revenues and $24.5 million of net income for the three months ended March 31, 2015 as well as $1.1 billion of Sunoco LLC revenues and $28.8 million of net loss for the one month ended September 30, 2014. Preacquisition equity of Sunoco LLC is presented as predecessor equity in our consolidated financial statements.

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The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, (in thousands):

	August 31, 2014
Current assets	$	1,140,109
Property and equipment		384,100
Intangible assets		182,477
Other noncurrent assets		2,238
Current liabilities		(641,400	)
Other noncurrent liabilities		(7,293	)
Net assets		1,060,231
Net deemed contribution		(285,231	)
Cash acquired		(44	)
Total cash consideration, net of cash acquired	$	774,956

Susser Acquisition

On July 31, 2015, we acquired 100% of Susser from Heritage Holdings, Inc., a wholly owned subsidiary of ETP (“HHI”) and ETP Holdco Corporation, a wholly owned subsidiary of ETP (“ETP Holdco” and together with HHI, the “Contributors” and each, a “Contributor”), for total consideration of approximately $966.9 million in cash (the “Cash Consideration”), subject to certain post-closing working capital adjustments, and issued to the Contributors 21,978,980 Class B Units representing limited partner interests of the Partnership (“Class B Units”). The Class B Units were identical to the common units in all respects, except such Class B Units were not entitled to distributions payable with respect to the second quarter of 2015. The Class B Units converted, on a one-for-one basis, into common units on August 19, 2015.

Pursuant to the terms of the Susser Contribution Agreement, (i) Susser caused its wholly owned subsidiary to exchange its 79,308 common units for 79,308 Class A Units representing limited partner interests in the Partnership (“Class A Units”) and (ii) the 10,939,436 subordinated units held by wholly owned subsidiaries of Susser were converted into 10,939,436 Class A Units. The Class A Units are entitled to receive distributions on a pro rata basis with the common units, except that the Class A Units (a) do not share in distributions of cash to the extent such cash is derived from or attributable to any distribution received by the Partnership from PropCo, the Partnership’s indirect wholly owned subsidiary, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries and (b) are subordinated to the common units during the subordination period for the subordinated units and are not entitled to receive any distributions until holders of the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters.

Furthermore, the Class A Units (a) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law, (b) are not convertible into common units or any other unit of the Partnership and (c) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of PropCo, or the Partnership’s ownership of any indebtedness of PropCo or any of its subsidiaries. Distributions made to holders of Class A Units are disregarded for purposes of determining distributions on the Partnership’s incentive distribution rights.

In addition, the Partnership issued 79,308 common units and 10,939,436 subordinated units to the Contributors (together with the Class B Units, the “Unit Consideration”) to restore the economic benefit of the common units and subordinated units held by wholly owned subsidiaries of Susser that were exchanged or converted, as applicable, into Class A Units. The Unit Consideration was issued and sold to the Contributors in private transactions exempt from registration under Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Susser Contribution Agreement, ETP guaranteed all then existing obligations of the Contributors.

The acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized acquired assets and assumed liabilities at their respective carrying values with no additional goodwill created. The Partnership’s results of operations include Susser’s results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of Susser from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its consolidated statement of operations and comprehensive income to include $2.6 billion of Susser revenues and $18.1 million of net income for the period from January 1, 2015 through July 31, 2015 as well as $169.3 million of Susser revenues and $1.0 million of net income for the one month ended September 30, 2014. Preacquisition equity of Susser is presented as predecessor equity in our consolidated financial statements.

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The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, (in thousands):

	August 31, 2014
Current assets	$	153,443
Property and equipment		983,900
Goodwill		976,631
Intangible assets		541,054
Other noncurrent assets		38,216
Current liabilities		(246,009	)
Other noncurrent liabilities		(842,310	)
Net assets		1,604,926
Net deemed contribution		(574,269	)
Cash acquired		(63,801	)
Total cash consideration, net of cash acquired	$	966,855

Other Acquisitions

On August 10, 2015, we acquired 27 convenience stores in the Upper Rio Grande Valley from Aziz Convenience Stores, L.L.C. for $41.6 million. The Partnership allocated the total purchase consideration to the assets acquired based on their preliminary estimate of their respective fair values at the purchase date. The acquisition increased goodwill by $4.3 million.

4. Variable Interest Entities

MACS entered into agreements with entities controlled by the Uphoff Unitholders (members of MACS Holdings, LLC, owner of MACS prior to the acquisition by ETP) to lease the property, buildings and improvements of 37 sites that are now operated by the Partnership. Under the terms of the agreement, the Partnership has the right to purchase the underlying assets of 33 of these leases, by paying the associated mortgage debt of up to $54.3 million, and by paying $21.2 million less certain amounts denoted as accrued excess rent. Creditors under the agreements do not have recourse to the Partnership's assets in the event of default on the VIE long-term debt (see Note 11). Because of the variable interest purchase option described above, as well as the terms of the leases, the Partnership is determined to be the primary beneficiary of these variable interest entities, and therefore we have consolidated these entities. In determining whether the Partnership is the primary beneficiary, we took into consideration the following:

• Identified the significant activities and the parties that have the power to direct them;

• Reviewed the governing board composition and participation ratio;

• Determining the equity, profit and loss ratio;

• Determining the management-sharing ratio;

• Reviewed employment terms; and

• Reviewed the funding and operating agreements.

The assets and liabilities of the VIEs are presented in the parenthetical amounts on our Consolidated Balance Sheets.

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5. Accounts Receivable 

Accounts receivable, excluding receivables from affiliates, consist of the following (in thousands):

	December 31, 2014			September 30, 2015
Accounts receivable, trade	$	193,199		$	223,156
Credit card receivables		37,277			50,282
Vendor receivables for rebates, branding, and other		16,536			16,380
Other receivables		14,033			32,068
Allowance for doubtful accounts		(3,980	)		(4,046	)
Accounts receivable, net	$	257,065		$	317,840

6. Inventories

Due to changes in fuel prices, we recorded a $205.3 million and a $34.3 million write-down of the value of fuel inventory at December 2014 and September 2015, respectively. Allowances are immaterial for separate disclosure and are included within the “Other” line item.

Inventories consist of the following (in thousands):

	December 31, 2014		September 30, 2015
Fuel-retail	$	31,934	$	33,249
Fuel-other wholesale		302,675		215,666
Fuel-consignment		7,337		3,767
Merchandise		83,790		81,954
Equipment and maintenance spare parts		11,210		12,738
Other		3,348		3,239
Inventories, net	$	440,294	$	350,613

7. Property and Equipment

Property and equipment consist of the following (in thousands):

	December 31, 2014			September 30, 2015
Land	$	667,323		$	756,030
Buildings and leasehold improvements		866,062			957,927
Equipment		541,397			708,255
Construction in progress		96,020			53,278
Total property and equipment		2,170,802			2,475,490
Less: accumulated depreciation		(89,676	)		(177,486	)
Property and equipment, net	$	2,081,126		$	2,298,004

8. Assets Held for Sale

Assets held for sale are currently under contract for sale and are expected to close within one year. The disposition of assets held for sale during the three and nine month periods ended September 30, 2014 and September 30, 2015 resulted in an immaterial gain or loss. These are included in gain/loss on disposal of assets in the Consolidated Statements of Operations and Comprehensive Income. As of December 31, 2014 and September 30, 2015, we had assets held for sale of $1.1 million and $1.9 million, respectively. These are included in other noncurrent assets on the Consolidated Balance Sheet.

9. Goodwill and Other Intangible Assets

Goodwill is not amortized, but is tested annually for impairment, or more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test is performed as of the first day of the fourth quarter of the fiscal year. At

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December 31, 2014 and September 30, 2015, we had $1.9billion and $1.8billion of goodwill, respectively, recorded in conjunction with past business combinations.The 2014 impairment analysis indicated no impairment in goodwill.During 2015, we continued our evaluation of the Aloha purchase accounting with the assistance of a third party valuation firm.An adjustment related to the Aloha acquisition of $49.1 million was made to reduce goodwill and increase tangible and intangible assets, offset by an increase in deferred tax liability.See Note 3for the preliminary estimated fair values of Aloha's assets and liabilities as of the date of acquisition.

In connection with the finalization of the ETP Merger valuation, an adjustment of $15.1 million was made to reduce goodwill and deferred tax liability, and increase property and equipment.

As of September 30, 2015, we evaluated potential impairment indicators. We believe no impairment occurred during the third quarter of 2015, and we believe the assumptions used in the analysis performed in 2014 are still relevant and indicative of our current operating environment. As a result, no impairment was recorded to goodwill during the period from January 1, 2015 through September 30, 2015.

The Partnership has indefinite-lived intangible assets recorded that are not amortized. These indefinite-lived assets consist of tradenames, franchise rights, contractual rights, and liquor licenses. Tradenames, franchise rights, and liquor licenses relate to our retail segment while contractual rights relate to our wholesale segment.

In accordance with ASC 350 “Intangibles-Goodwill and Other,” the Partnership has finite-lived intangible assets recorded that are amortized. The definite-lived assets consist of supply agreements, customer relations, favorable leasehold arrangements, non-competes, and loan origination costs, all of which are amortized over the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Partnership's future cash flows. Customer relations and supply agreements are amortized over a period of approximately five to 20 years. Favorable leasehold arrangements are amortized over an average period of approximately 15 years. Non-competition agreements are amortized over the terms of the respective agreements. Loan origination costs are amortized over the life of the underlying debt as an increase to interest expense.

Prior to December 31, 2014, our Stripes and Laredo Taco Company tradenames were amortized over 30 years. As of January 1, 2015, management deemed the Stripes and Laredo Taco Company tradenames to be finite-lived assets and ceased amortization, retrospectively applying the indefinite lived designation beginning on September 1, 2014.

We evaluate the estimated benefit periods and recoverability of other intangible assets when facts and circumstances indicate that the lives may not be appropriate and/or the carrying values of the assets may not be recoverable. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds estimated fair value.

The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill (in thousands):

	December 31, 2014						September 30, 2015
	Gross						Gross
	Carrying		Accumulated		Net Book		Carrying		Accumulated		Net Book
	Amount		Amortization		Value		Amount		Amortization		Value
Indefinite-lived
Tradenames	$	498,937	$	6,508	$	492,429	$	493,058	$	6,508	$	486,550
Franchise rights		329		—		329		—		—		—
Contractual rights		—		—		—		24,000		—		24,000
Liquor licenses		16,000		—		16,000		16,000		—		16,000
Finite-lived
Customer relations including supply agreements		447,821		98,602		349,219		535,405		134,504		400,901
Favorable leasehold arrangements, net		25,530		1,158		24,372		25,794		1,412		24,382
Loan origination costs		7,611		381		7,230		28,068		1,691		26,377
Other intangibles		4,604		728		3,876		3,675		1,294		2,381
Intangible assets, net	$	1,000,832	$	107,377	$	893,455	$	1,126,000	$	145,409	$	980,591

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10. Accrued Expenses and Other Current Liabilities 

Current accrued expenses and other current liabilities consist of the following (in thousands):

	December 31, 2014		September 30, 2015
Wage and other employee-related accrued expenses	$	29,002	$	22,485
Franchise agreement termination accrual		4,579		4,478
Accrued tax expense		142,772		142,690
Accrued insurance and environmental		14,332		24,632
Accrued interest expense		1,583		33,684
Deposits and other		98,779		25,808
Total	$	291,047	$	253,777

11. Long-Term Debt

Long-term debt consists of the following (in thousands):

	December 31, 2014		September 30, 2015
Sale leaseback financing obligation	$	126,643	$	123,093
Senior term loan on Uphoff properties ("VIE Debt", see Note 4)		56,452		54,793
2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin		683,378		875,000
6.375% Senior Notes Due 2023		—		800,000
5.500% Senior Notes Due 2020		—		600,000
Notes payable, bearing interest at 6% and 4% at Sunoco LP		3,552		3,532
Capital lease obligations		494		344
Note payable, bearing interest at 7% at Susser		457		446
Promissory note with ETP at Susser		235,000		—
Total debt		1,105,976		2,457,208
Less: current maturities		13,772		13,762
Long-term debt, net of current maturities	$	1,092,204	$	2,443,446

5.500% Senior Notes Due 2020

On July 20, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2020 Issuers”), completed a private offering of $600.0 million 5.500% senior notes due 2020 (the “2020 Senior Notes”). The terms of the 2020 Senior Notes are governed by an indenture dated July 20, 2015 (the “2020 Indenture”), among the 2020 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2020 Guarantors”) and U.S. Bank National Association, as trustee (the “2020 Trustee”). The 2020 Senior Notes will mature on August 1, 2020 and interest is payable semi-annually on February 1 and August 1 of each year, commencing February 1, 2016. The 2020 Senior Notes are senior obligations of the 2020 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2020 Senior Notes and guarantees are unsecured and rank equally with all of the 2020 Issuers’ and each 2020 Guarantor’s existing and future senior obligations. The 2020 Senior Notes are senior in right of payment to any of the 2020 Issuers’ and each 2020 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2020 Senior Notes and guarantees. The 2020 Senior Notes and guarantees are effectively subordinated to the 2020 Issuers’ and each 2020 Guarantor’s secured obligations, including obligations under the Partnership’s revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2020 Senior Notes.

Net proceeds of $592.5 million were used to fund a portion of the cash consideration for the Susser acquisition.

6.375% Senior Notes Due 2023

On April 1, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2023 Issuers”), completed a private offering of $800.0 million 6.375% senior notes due 2023 (the “2023 Senior Notes”). The terms of the 2023 Senior Notes are governed by an indenture dated April 1, 2015 (the “2023 Indenture”), among the 2023 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2023 Guarantors”) and U.S. Bank National Association, as trustee (the “2023 Trustee”). The 2023 Senior Notes will mature on April 1, 2023 and interest is payable semi-annually on April 1 and October 1 of each

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year, commencing October 1, 2015.The 2023 Senior Notes are senior obligations of the 2023 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries.The 2023 Senior Notes and guarantees are unsecured and rank equally with all of the 2023 Issuers’ and each 2023 Guarantor’s existing and future senior obligations.The 2023 Senior Notes are senior in right of payment to any of the 2023 Issuers’ and each 2023 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2023 Senior Notes and guarantees.The 2023 Senior Notes and guarantees are effectively subordinated to the 2023 Issuers’ and each 2023 Guarantor’s secured obligations, including obligations under the Partnership’s revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2023 Senior Notes.ETP Retail provided a guarantee of collection to the 2023 Issuers with respect to the payment of the principal amount of the 2023 Senior Notes.ETP Retail is not subject to any of the covenants under the 2023 Indenture.

Net proceeds of $786.5 million were used to fund the cash consideration for our Sunoco LLC acquisition and repay borrowings under our 2014 Revolver (as defined below).

Revolving Credit Agreement

On September 25, 2014, we entered into a new $1.25 billion revolving credit facility (the “2014 Revolver”) with a syndicate of banks expiring September 25, 2019 (which date may be extended in accordance with the terms of the 2014 Revolver). The 2014 Revolver includes an accordion feature providing flexibility to increase the facility by an additional $250 million, subject to certain conditions. Borrowings under the 2014 Revolver were used to repay and cancel the $400 million revolving credit facility (the “2012 Revolver”) entered into in connection with the IPO. Effective April 8, 2015, in connection with the Sunoco LLC acquisition, we entered into a Specified Acquisition Period (as defined in the 2014 Revolver) in which our leverage ratio compliance requirements were adjusted upward. Such Specified Acquisition Period ended on August 19, 2015 and concurrently in connection with the Susser acquisition, we entered into a new Specified Acquisition Period.

On April 10, 2015, the Partnership entered into a First Amendment to Credit Agreement and Increase Agreement (the “First Amendment”) with the lenders party thereto and Bank of America, N.A. in its capacity as administrative agent and collateral agent, pursuant to which the lenders thereto severally agreed to (i) provide $250 million in aggregate incremental commitments under the Partnership’s 2014 Revolver and (ii) make certain amendments to the 2014 Revolver as described in the First Amendment. After giving effect to the First Amendment, the 2014 Revolver permits the Partnership to borrow up to $1.5 billion on a revolving credit basis.

As of September 30, 2015, the balance on the 2014 Revolver was $875.0 million, and $11.8 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at September 30, 2015 was $613.2 million. The Partnership was in compliance with all financial covenants at September 30, 2015.

Guaranty by Susser of 2014 Revolver

Susser entered into a Guaranty of Collection (the “Guaranty”) in connection with a Term Loan and the 2012 Revolver, which was transferred to the 2014 Revolver. Pursuant to the Guaranty, Susser guaranteed the collection of the principal amount outstanding under the 2014 Revolver. Susser’s obligation under the Guaranty was limited to $180.7 million. Susser was not required to make payments under the Guaranty unless and until (a) the Partnership failed to make a payment on the 2014 Revolver, (b) the obligations under such facilities were accelerated, (c) all remedies of the applicable lenders to collect the unpaid amounts due under such facilities, whether at law or equity, were exhausted and (d) the applicable lenders failed to collect the full amount owing on such facilities. In addition, Susser entered into a Reimbursement Agreement with PropCo, whereby Susser was obligated to reimburse PropCo for any amounts paid by PropCo under the Guaranty of the 2014 Revolver executed by our subsidiaries. Susser’s exposure under this reimbursement agreement was limited, when aggregated with its obligation under the Guaranty, to $180.7 million. Subsequent to the closing of the Susser acquisition, Susser and its material subsidiaries (as defined by the 2014 Revolver) were joined to the 2014 Revolver as subsidiary guarantors and Susser was released from the Guaranty.

Variable Interest Entity Debt

Our consolidated VIEs (resulting from the MACS acquisition) have a senior term loan (“VIE Debt”), collateralized by certain real and personal properties of the consolidated variable interest entities. The VIE Debt bears interest at LIBOR plus 3.75%, with a floor of 4.5%. As of September 30, 2015, the interest rate was 4.5% and the balance outstanding was $33.0 million. The VIE Debt principal and interest is repayable in equal monthly installments over a 20 year period and includes the right to prepay all outstanding principal at any time, with a penalty of up to 3.0% depending on the date of repayment.

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The remaining VIE debt of approximately $21.8 million consists of loans collateralized by equipment and property.The average stated interest rate for these loans was approximately 5.4% as of September 30, 2015.The majority of the debt requires monthly principal and interest payments with maturities through 2034.

Sale Leaseback Financing Obligation

On April 4, 2013, MACS completed a sale leaseback transaction with two separate companies for 50 of its dealer operated sites. As MACS did not meet the criteria for sale leaseback accounting, this transaction was accounted for as a financing arrangement over the course of the lease agreement. The obligations mature in varying dates through 2033, require monthly interest and principal payments, and bear interest at 5.125%. The obligation related to this transaction is included in long-term debt and the balance outstanding as of September 30, 2015 was $123.1 million.

Promissory Note with ETP

On August 29, 2014, in connection with the merger with ETP, Susser entered into a promissory note with HHI, providing Susser with a line of credit of up to $350 million, maturing on December 31, 2017. Initial borrowings under the promissory note were used to repay the 2013 Susser Revolver and to fund miscellaneous closing costs associated with the merger with ETP. Borrowings under the promissory note accrued interest at a rate equal to the three month London interbank offer rate plus 1.5%. Susser paid interest on the unpaid principal balance on the first business day of each month. The promissory note was canceled in connection with the closing of the Susser acquisition by SUN with a balance of $255.0 million. As of September 30 2015, there were no amounts due and outstanding under the promissory note.

Other Debt

In July 2010 we entered into a mortgage note for an aggregate initial borrowing amount of $1.2 million. The balance outstanding at December 31, 2014 and September 30, 2015 was $1.1 million and $1.0 million, respectively. The mortgage note bears interest at a fixed rate of 6.0%.

In September 2013, we assumed a $3.0 million term loan as part of the acquisition of Gainesville Fuel, Inc. The balance outstanding at December 31, 2014 and September 30, 2015 was $2.5 million. The term loan bears interest at a fixed rate of 4.0%.

In December 2011, Susser entered into a promissory note for an aggregate initial principal amount of $0.5 million. The balance outstanding at December 31, 2014 and September 30, 2015 was $0.5 million. The promissory note bears interest at a fixed rate of 7%.

The estimated fair value of long-term debt is calculated using Level 3 inputs (See Note 12). The fair value of debt as of September 30, 2015, is estimated to be approximately $2.4 billion, based on outstanding balances as of the end of the period using current interest rates for similar securities.

Capital Lease Obligations

Our capital lease obligations relate to vehicles and office equipment. The total cost of assets under capital leases was $1.1 million with accumulated depreciation of $1.0 million at each December 31, 2014 and September 30, 2015.

12. Fair Value Measurements

We use fair value measurements to measure, among other items, purchased assets and investments, leases and derivative contracts. We also use them to assess impairment of properties, equipment, intangible assets and goodwill. Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters, or is derived from such prices or parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs is used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.

ASC 820 “Fair Value Measurements and Disclosures” prioritizes the inputs used in measuring fair value into the following hierarchy:

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities;

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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.

Debt or equity securities are classified into the following reporting categories: held-to-maturity, trading, or available-for-sale securities. The investments in debt securities, which typically mature in one year or less, are classified as held-to-maturity and valued at amortized cost, which approximates fair value. The fair value of marketable securities is measured using Level 1 inputs. There were none outstanding as of December 31, 2014 nor September 30, 2015.

13. Commitments and Contingencies

Leases

The Partnership leases certain convenience store and other properties under non-cancellable operating leases whose initial terms are typically 5 to 15 years, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease. We typically are responsible for payment of real estate taxes, maintenance expenses and insurance. These properties are primarily sublet to third parties.

The components of net rent expense are as follows (in thousands):

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015		January 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor		Successor					Predecessor		Successor
Cash rent:
Store base rent	$	147	$	5,060		$	20,394	$	562	$	5,060		$	60,843
Equipment and other rent (1)		47		95			3,017		155		95			9,238
Total cash rent		194		5,155			23,411		717		5,155			70,081
Non-cash rent:
Straight-line rent		2		78			175		12		78			16
Amortization of deferred gain		—		(185	)		—		—		(185	)		—
Net rent expense	$	196	$	5,048		$	23,586	$	729	$	5,048		$	70,097

(1) Equipment rent consists primarily of store equipment and vehicles.

14. Interest Expense and Interest Income

The components of net interest expense are as follows (in thousands):

	July 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015			January 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor			Successor						Predecessor			Successor
Interest expense (1)	$	1,420		$	1,783		$	27,918		$	4,516		$	1,783		$	57,501
Amortization of loan costs		87			1,606			1,089			313			1,606			2,291
Interest income		(16	)		(18	)		(490	)		(62	)		(18	)		(2,100	)
Interest expense, net	$	1,491		$	3,371		$	28,517		$	4,767		$	3,371		$	57,692

(1) Interest expense related to the VIEs is approximately $0.8 million, $2.3 million, and $7.0 million for the one month ended September 2014 and the three and nine months ended September 30, 2015.

15. Income Tax

As a partnership, we are generally not subject to state and federal income tax. Our taxable income or loss, which may vary substantially from the net income or net loss reported in the Consolidated Statements of Operations and Comprehensive Income, is generally includable in the federal and state income tax returns of each unitholder.

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As a publicly traded partnership, we are subject to a statutory requirement that our “qualifying income” (as defined by the Internal Revenue Code, related Treasury Regulations and IRS pronouncements) exceed 90% of our total gross income, determined on a calendar year basis.If our qualifying income does not meet this statutory requirement, all of our activity would be taxed as a corporation for federal and state income tax purposes.For the year ended December 31, 2014 and the three and nine months ended September 30, 2015, our qualifying income met the statutory requirements.

To meet the statutory requirements for qualifying income, we conduct certain activities that do not produce qualifying income through corporate subsidiaries. Historically, our effective tax rate differed from the statutory rate primarily due to partnership earnings that are not subject to U.S. federal and most state income taxes at the partnership level. The completion of the MACS, Aloha, Sunoco LLC, and Susser acquisitions (see Note 3) significantly increased the activities conducted through corporate subsidiaries. A reconciliation of income tax expense (benefit) at the U.S. statutory rate to the income tax expense (benefit) attributable to continuing operations for the three and nine months ended September 30, 2014 and 2015 is as follows (in thousands, except for tax rate percentages):

	July 1, 2014 through August 31, 2014					September 1, 2014 through September 30, 2014					Three Months Ended September 30, 2015
	Predecessor					Successor
Tax at statutory federal rate	$	1,006		35.0	%	$	(7,861	)	35.0	%	$	19,730		35.0	%
Partnership earnings not subject to tax		(993	)	(34.6	)%		9,291		(41.4	)%		(6,820	)	(12.1	)%
Other		—		0.0	%		(452	)	2.0	%		2,101		3.7	%
State and local tax, net of federal benefit		78		2.7	%		2		0.0	%		13,961		24.8	%
Net income tax expense	$	91		3.1	%	$	980		(4.4	)%	$	28,972		51.4	%

	January 1, 2014 through August 31, 2014					September 1, 2014 through September 30, 2014					Nine Months Ended September 30, 2015
	Predecessor					Successor
Tax at statutory federal rate	$	7,956		35.0	%	$	(7,861	)	35.0	%	$	75,429		35.0	%
Partnership earnings not subject to tax		(7,978	)	(35.1	)%		9,291		(41.4	)%		(47,422	)	(22.0	)%
Other		—		0.0	%		(452	)	2.0	%		1,465		0.7	%
State and local tax, net of federal benefit		240		1.1	%		2		0.0	%		14,185		6.6	%
Net income tax expense	$	218		1.0	%	$	980		(4.4	)%	$	43,657		20.3	%

The increase in the effective tax rate for the three and nine months ended September 30, 2015 was primarily due to an increase in corporate subsidiary earnings subject to tax and statutory rate changes as a result of the Susser acquisition.

16. Partners’ Capital

As of September 30, 2015, ETP or its subsidiaries owned 26,837,310 common units and 10,939,436 subordinated units, which together constitute a 50.8% ownership interest in us. As of September 30, 2015, our fully consolidating subsidiaries owned 11,018,744 Class A units and the public owned 25,536,329 common units.

Allocations of Net Income

Our partnership agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to ETE.

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The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):

Attributable to Common Units

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015			January 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor		Successor						Predecessor			Successor
Distributions (a)	$	—	$	9,447		$	39,039		$	11,297		$	9,447		$	76,172
Distributions in excess of income		1,398		(10,457	)		(24,035	)		(29	)		(10,457	)		(44,349	)
Limited partners' interest in net income	$	1,398	$	(1,010	)	$	15,004		$	11,268		$	(1,010	)	$	31,823

Attributable to Subordinated Units

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015			January 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor		Successor						Predecessor			Successor
Distributions (a)	$	—	$	9,349		$	8,154		$	11,207		$	9,349		$	22,796
Distributions in excess of income		1,385		(10,350	)		(4,404	)		(29	)		(10,350	)		(11,564	)
Limited partners' interest in net income	$	1,385	$	(1,001	)	$	3,750		$	11,178		$	(1,001	)	$	11,232
(a) Distributions declared per unit to unitholders as of record date	$	—	$	0.5457		$	0.7454		$	1.0218		$	0.5457		$	2.0838

For the periods presented prior to July 31, 2015, our subordinate units were held by Susser.  Beginning on July 31, 2015, in connection with the closing of the Susser Acquisition, the outstanding units held by Susser were converted into Class A units and 10,939,436 new subordinate units were issued to ETP.

Class A Units

Pursuant to the terms of the Susser Contribution Agreement, (i) 79,308 common units held by a wholly owned subsidiary of Susser were exchanged for 79,308 Class A Units and (ii) 10,939,436 subordinated units held by wholly owned subsidiaries of Susser were converted into 10,939,436 Class A units.

The Class A Units are entitled to receive distributions on a pro rata basis with the common units, except that the Class A Units (a) do not share in distributions of cash to the extent such cash is derived from or attributable to any distribution received by the Partnership from PropCo, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries and (b) are subordinated to the common units during the subordination period for the subordinated units and are not entitled to receive any distributions until holders of the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters.

Furthermore, the Class A Units (a) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law, (b) are not convertible into common units or any other unit of the Partnership and (c) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of PropCo, or the Partnership’s ownership of any indebtedness of PropCo or any of its subsidiaries. Distributions made to holders of Class A Units are disregarded for purposes of determining distributions on the Partnership’s incentive distribution rights.

Pursuant to the terms described above, these distributions do not have an impact on the Partnership’s consolidated cash flows and as such, are excluded from total cash distributions and allocation of limited partners’ interest in net income. For the three months ended September 30, 2015, Class A distributions declared totaled $3.6 million, or $0.3279 per unit.

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Incentive Distribution Rights

The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and the holder of our incentive distribution rights (“IDR”s) based on the specified target distribution levels. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount”. The percentage interests shown for our unitholders and our IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below assume that there are no arrearages on common units. In July 2015, ETP announced the exchange of 21.0 million common ETP units, owned by ETE, the owner of ETP’s general partner interest, for 100% of the general partner interest and all of the IDRs of Sunoco LP. ETP had previously owned our IDRs since September 2014, prior to that date the IDRs were owned by Susser.

		Marginal percentage interest in distributions
	Total quarterly distribution per unit target amount	Unitholders			Holder of IDRs
Minimum Quarterly Distribution	$0.4375		100	%		—
First Target Distribution	Above $0.4375 up to $0.503125		100	%		—
Second Target Distribution	Above $0.503125 up to $0.546875		85	%		15	%
Third Target Distribution	Above $0.546875 up to $0.656250		75	%		25	%
Thereafter	Above $0.656250		50	%		50	%

Cash Distributions

Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders will receive.

The following table summarizes the cash distributions paid or declared during 2015.

Payment Date	Per Unit Distribution		Total Cash Distribution		Distribution to IDR Holders
			( in thousands)
November 27, 2015	$	0.7454	$	47,194	$	8,441
August 28, 2015	$	0.6934	$	28,661	$	3,362
May 29, 2015	$	0.6450	$	23,113	$	1,449
February 27, 2015	$	0.6000	$	21,023	$	891

17. Unit-Based Compensation

Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income is as follows (in thousands):

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014		Three Months Ended September 30, 2015		January 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014		Nine Months Ended September 30, 2015
	Predecessor		Successor				Predecessor		Successor
Phantom common units (1)	$	372	$	1,893	$	1,781	$	604	$	1,893	$	3,416
Allocated expense from Parent (2)		2,836		610		113		4,088		610		113
Total equity-based compensation expense	$	3,208	$	2,503	$	1,894	$	4,692	$	2,503	$	3,529

(1) Excludes unit-based compensation expense related to units issued to non-employees.

(2) Reflects expenses allocated to us by Susser prior to the ETP Merger and expenses allocated to us by ETP
subsequent to the closing of the ETP Merger.

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Phantom Common Unit Awards

Prior to the ETP Merger, there were phantom unit awards issued to certain directors and employees under the Sunoco LP 2012 Long-Term Incentive Plan (the “LTIP”). The fair value of each phantom unit on the grant date was equal to the market price of our common unit on that date reduced by the present value of estimated dividends over the vesting period, since the phantom units did not receive dividends until vested. The estimated fair value of our phantom units was amortized over the vesting period using the straight-line method. Non-employee director awards vested over a one-to-three-year period and employee awards vest ratably over a two-to-five-year service period. Concurrent with the ETP Merger, all unvested phantom units vested and compensation cost of $0.4 million was recognized.

Subsequent to the ETP Merger, phantom units were issued which also have the right to receive distributions prior to vesting. During the nine months ended September 30, 2015, 287,749 phantom units were issued. The units vest 60% after three years and 40% after five years. The fair value of these units is the market prices of our common units on the grant date, and is being amortized over the five-year vesting period using the straight-line method. Total unrecognized compensation cost related to our nonvested phantom units totaled $18.3 million as of September 30, 2015, which is expected to be recognized over a weighted average period of 3.04 years. The fair value of nonvested service phantom units outstanding as of September 30, 2015 totaled $22.6 million.

A summary of our phantom unit award activity is set forth below:

	Number of Phantom Common Units			Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2014 (Predecessor)		36,963		$	21.66
Granted		6,354			33.24
Vested		(40,317	)		23.72
Forfeited		(3,000	)		18.42
Nonvested at August 31, 2014 (Predecessor)		—			—
Granted		241,235			45.50
Nonvested at December 31, 2014 (Successor)		241,235			45.50
Granted		287,749			49.68
Forfeited		(60,846	)		39.23
Nonvested at September 30, 2015 (Successor)		468,138			48.25

Cash Awards

In January 2015, the Partnership granted 30,710 awards that are settled in cash under the terms of the Sunoco LP Long-Term Cash Restricted Unit Plan. An additional 1,000 awards were granted in September 2015. These awards do not have the right to receive distributions prior to vesting. The awards vest 100% after three years. Total unrecognized compensation cost related to our nonvested cash awards totaled $1.0 million as of September 30, 2015, which is expected to be recognized over a weighted average period of 2.2 years. The fair value of nonvested cash awards outstanding as of September 30, 2015 totaled $1.6 million.

18. Segment Reporting

Segment information is prepared on the same basis that our CODM reviews financial information for operational decision-making purposes. Beginning in September 2014, with the acquisition of MACS, we began operating our business in two primary operating segments, wholesale and retail, both of which are included as reportable segments. As a result, the Predecessor periods operated as one segment, wholesale, and the Successor period operated with our wholesale and retail segments. No operating segments have been aggregated in identifying the two reportable segments.

During the first quarter of 2015, we elected to begin allocating the revenue and costs previously reported in “All Other” to each segment based on the way our CODM measures segment performance. Partnership overhead costs, interest and other expenses not directly attributable to a reportable segment are allocated based on segment EBITDA.

Wholesale Segment

Our wholesale segment purchases fuel from a number of refiners and supplies it to our retail segment, to our affiliate Sunoco, Inc., to independently-operated dealer stations under long-term supply agreements and to other end users of motor fuel. Also included in the wholesale segment are motor fuel sales to consignment locations. We distribute motor fuels across more than 30 states throughout the East Coast and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well

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as Hawaii.Sales of fuel from the wholesale segment to our retail segment are delivered at cost plus a profit margin.These amounts are reflected in intercompany eliminations of motor fuel revenue and motor fuel cost of sales.Also included in our wholesale segment is rental income from properties that we lease or sub-lease.

Retail Segment

Our retail segment, inclusive of the recently acquired Susser assets, operates branded retail convenience stores in Texas, New Mexico, Oklahoma, Virginia, Maryland, Tennessee, Georgia, and Hawaii, offering motor fuel, merchandise, foodservice, and a variety of other services including car washes, lottery, ATM, money orders, prepaid phone cards, wireless services and movie rentals.

We report EBITDA and Adjusted EBITDA by segment as a measure of segment performance. We define EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense. Adjusted EBITDA further adjusts EBITDA to reflect certain other non-recurring and non-cash items. Effective September 1, 2014, as a result of the ETP Merger and in an effort to conform the method by which we measure our business to that of ETP’s operations, we now define Adjusted EBITDA to also include adjustments for unrealized gains and losses on commodity derivatives and inventory fair value adjustments.

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The following tables present financial information by segment for the one month ended September 30, 2014 and each of the three and nine months ended September 30, 2015:

Segment Financial Data for the One Month Ended September 30, 2014

(in thousands)

	Wholesale Segment			Retail Segment			Intercompany Eliminations			Totals
Revenue
Retail motor fuel sales	$	—		$	350,689					$	350,689
Wholesale motor fuel sales to third parties		1,021,267			—						1,021,267
Wholesale motor fuel sales to affiliates		271,726			—						271,726
Merchandise sales		—			115,070						115,070
Rental income		2,286			245						2,531
Other income		3,908			5,392						9,300
Intersegment sales		5,994			—			(5,994	)		—
Total revenue		1,305,181			471,396			(5,994	)		1,770,583
Gross profit
Retail motor fuel		—			24,151						24,151
Wholesale motor fuel		(7,432	)		—						(7,432	)
Merchandise		—			36,979						36,979
Rental and other		5,769			5,636						11,405
Total gross profit		(1,663	)		66,766						65,103
Total operating expenses		24,699			59,493						84,192
Income from operations		(26,362	)		7,273						(19,089	)
Interest expense, net		(974	)		(2,397	)					(3,371	)
Income before income taxes		(27,336	)		4,876						(22,460	)
Income tax expense		(971	)		(9	)					(980	)
Net income and comprehensive income	$	(28,307	)	$	4,867					$	(23,440	)
Depreciation, amortization and accretion		5,258			8,051						13,309
Interest expense, net		974			2,397						3,371
Income tax expense		971			9						980
EBITDA		(21,104	)		15,324						(5,780	)
Non-cash compensation expense		422			2,081						2,503
Loss (gain) on disposal of assets		(89	)		55						(34	)
Unrealized loss on commodity derivatives		358			—						358
Inventory fair value adjustments		47,535			893						48,428
Adjusted EBITDA	$	27,122		$	18,353					$	45,475
Capital expenditures	$	16,093		$	4,030					$	20,123
Total assets	$	2,393,498		$	3,449,629					$	5,843,127

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Segment Financial Data for the Three Months Ended September 30, 2015

(in thousands)

	Wholesale Segment			Retail Segment			Intercompany Eliminations			Totals
Revenue
Retail motor fuel sales	$	—		$	854,140					$	854,140
Wholesale motor fuel sales to third parties		2,664,186			—						2,664,186
Wholesale motor fuel sales to affiliates		500,362			—						500,362
Merchandise sales		—			429,891						429,891
Rental income		11,332			7,079						18,411
Other income		12,054			8,273						20,327
Intersegment sales		101,960			—			(101,960	)		—
Total revenue		3,289,894			1,299,383			(101,960	)		4,487,317
Gross profit
Retail motor fuel		—			113,508						113,508
Wholesale motor fuel		87,606			—						87,606
Merchandise		—			142,527						142,527
Rental and other		27,787			9,719						37,506
Total gross profit		115,393			265,754						381,147
Total operating expenses		90,169			206,089						296,258
Income from operations		25,224			59,665						84,889
Interest expense, net		(12,338	)		(16,179	)					(28,517	)
Income before income taxes		12,886			43,486						56,372
Income tax expense		(39	)		(28,933	)					(28,972	)
Net income and comprehensive income	$	12,847		$	14,553					$	27,400
Depreciation, amortization and accretion		13,571			32,030						45,601
Interest expense, net		12,338			16,179						28,517
Income tax expense		39			28,933						28,972
EBITDA		38,795			91,695						130,490
Non-cash compensation expense		1,398			496						1,894
Loss (gain) on disposal of assets		920			(224	)					696
Unrealized loss on commodity derivatives		735			—						735
Inventory fair value adjustments		87,307			7,240						94,547
Adjusted EBITDA	$	129,155		$	99,207					$	228,362
Capital expenditures	$	7,127		$	87,379					$	94,506
Total assets	$	2,178,807		$	4,000,786					$	6,179,593

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Segment Financial Data for the Nine Months Ended September 30, 2015

(in thousands)

	Wholesale Segment			Retail Segment			Intercompany Eliminations			Totals
Revenue
Retail motor fuel sales	$	—		$	2,538,495					$	2,538,495
Wholesale motor fuel sales to third parties		8,021,741			—						8,021,741
Wholesale motor fuel sales to affiliates		1,391,145			—						1,391,145
Merchandise sales		—			1,195,306						1,195,306
Rental income		34,328			19,874						54,202
Other income		35,438			24,396						59,834
Intersegment sales		310,229			—			(310,229	)		—
Total revenue		9,792,881			3,778,071			(310,229	)		13,260,723
Gross profit
Retail motor fuel		—			256,608						256,608
Wholesale motor fuel		363,973			—						363,973
Merchandise		—			394,076						394,076
Rental and other		66,021			44,270						110,291
Total gross profit		429,994			694,954						1,124,948
Total operating expenses		249,060			602,684						851,744
Income from operations		180,934			92,270						273,204
Interest expense, net		(31,859	)		(25,833	)					(57,692	)
Income before income taxes		149,075			66,437						215,512
Income tax expense		(898	)		(42,759	)					(43,657	)
Net income and comprehensive income	$	148,177		$	23,678					$	171,855
Depreciation, amortization and accretion		47,821			96,307						144,128
Interest expense, net		31,859			25,833						57,692
Income tax expense		898			42,759						43,657
EBITDA		228,755			188,577						417,332
Non-cash compensation expense		2,359			1,170						3,529
Loss on disposal of assets		1,069			462						1,531
Unrealized loss on commodity derivatives		2,927			—						2,927
Inventory fair value adjustments		32,201			2,080						34,281
Adjusted EBITDA	$	267,311		$	192,289					$	459,600
Capital expenditures	$	103,191		$	154,538					$	257,729
Total assets	$	2,178,807		$	4,000,786					$	6,179,593

19. Net Income per Unit

Net income per unit applicable to limited partners (including subordinated unitholders) is computed by dividing limited partners’ interest in net income by the weighted-average number of outstanding common and subordinated units. Our net income is allocated to the limited partners in accordance with their respective partnership percentages, after giving effect to any priority income allocations for incentive distributions and distributions on employee unit awards. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit.

In addition to the common and subordinated units, we identify the IDRs as participating securities and use the two-class method when calculating net income per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, consisting of unvested phantom units. Basic and diluted net income per unit applicable to subordinated limited partners are the same because there are no potentially dilutive subordinated units outstanding.

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We also disclose limited partner units issued and outstanding. A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows (in thousands, except units and per unit amounts):

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015
	Predecessor		Successor
Net income (loss) and comprehensive income (loss)	$	2,783	$	(23,440	)	$	27,400
Less: Net loss and comprehensive loss attributable to noncontrolling interest		—		—			(12,142	)
Less: Preacquisition income (loss) allocated to general partner		—		(21,684	)		11,998
Net income (loss) and comprehensive income (loss) attributable to partners		2,783		(1,756	)		27,544
Less: Incentive distribution rights		—		255			8,441
Less: Distributions on nonvested phantom unit awards		—		—			349
Limited partners’ interest in net income (loss)	$	2,783	$	(2,011	)	$	18,754
Weighted average limited partner units outstanding:
Common - basic		11,037,282		11,053,799			43,772,026
Common - equivalents		18,702		—			116
Common - diluted		11,055,984		11,053,799			43,772,142
Subordinated - basic and diluted		10,939,436		10,939,436			10,939,436
Net income (loss) per limited partner unit:
Common - basic and diluted	$	0.13	$	(0.09	)	$	0.30
Subordinated - basic and diluted	$	0.13	$	(0.09	)	$	0.52

	January 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor		Successor
Net income (loss) and comprehensive income (loss)	$	22,510	$	(23,440	)	$	171,855
Less: Net income and comprehensive income attributable to noncontrolling interest		—		—			49,788
Less: Preacquisition income (loss) allocated to general partner		—		(21,684	)		64,789
Net income (loss) and comprehensive income (loss) attributable to partners		22,510		(1,756	)		57,278
Less: Incentive distribution rights		64		255			13,252
Less: Distributions on nonvested phantom unit awards		—		—			971
Limited partners’ interest in net income (loss)	$	22,446	$	(2,011	)	$	43,055
Weighted average limited partner units outstanding:
Common - basic		11,023,617		11,053,799			30,994,016
Common - equivalents		25,128		—			116
Common - diluted		11,048,745		11,053,799			30,994,132
Subordinated - basic and diluted		10,939,436		10,939,436			10,939,436
Net income (loss) per limited partner unit:
Common - basic and diluted	$	1.02	$	(0.09	)	$	0.96
Subordinated - basic and diluted	$	1.02	$	(0.09	)	$	1.21

20. Related-Party Transactions

• Through our ownership interest in Sunoco LLC, we are party to the following fee-based commercial agreements with various subsidiaries of ETP:Sunoco, Inc. Distribution Contract – a 10-year agreement under which Sunoco LLC is the exclusive wholesale distributor of motor fuel to Sunoco, Inc.’s existing convenience stores. Pursuant to the agreement, pricing is cost plus a fixed margin of four cents per gallon.

• Philadelphia Energy Solutions Offtake Contract – A 1-year supply agreement with Philadelphia Energy Solutions LLC (“PES”). Sunoco, Inc. owns a 33% non-operating noncontrolling interest in PES. The terms of the supply agreement are generally the same terms that would be available to unrelated third parties.

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• Sunoco Logistics Partners L.P. Transportation and Terminalling Contracts – Sunoco LLC is party to various agreements with subsidiaries of Sunoco Logistics Partners L.P. for pipeline, terminalling and storage services. Sunoco LLC also has agreements for the purchase and sale of fuel. The terms of these agreements are generally the same terms that would be available to unrelated third parties. 

We are party to the Susser Distribution Contract, a 10-year agreement under which we are the exclusive distributor of motor fuel at cost (including tax and transportation costs), plus a fixed profit margin of three cents per gallon to Susser’s existing Stripes convenience stores and independently operated consignment locations.

Summary of Transactions

Related party transactions with affiliates for the three and nine month periods ended September 30, 2014 and 2015 are as follows (in thousands except store count data):

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014		Three Months Ended September 30, 2015		January 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014		Nine Months Ended September 30, 2015
	Predecessor		Successor				Predecessor		Successor
Motor fuel sales to affiliates (1)	$	571,755	$	271,726	$	500,362	$	2,200,394	$	271,726	$	1,391,145
Bulk fuel purchases from ETP		—		359,890		549,027		—		359,890		1,965,259
Allocated cost of employees		3,040		—		—		4,768		—		—

(1) During the predecessor period, the majority of these sales were pursuant to the Susser Distribution Contract discussed above. During the successor period, the majority were pursuant to the Sunoco, Inc. Distribution Contract discussed above.

Additional significant affiliate activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income are as follows:

• Net accounts receivable from affiliates were $4.9 million and $25.2 million at December 31, 2014 and September 30, 2015, respectively, which are primarily related to motor fuel purchases from us.

• Net accounts payable to ETP was $57.0 million and $35.4 million as of December 31, 2014 and September 30, 2015, respectively, which are related to operational expenses and fuel pipeline purchases.

• Net advances from affiliates was $396.4 million and $242.6 million as of December 31, 2014 and September 30, 2015, respectively, which are primarily related to the treasury services agreement between Sunoco LLC and Sunoco, Inc. which is in place for purposes of cash management.

21. Subsequent Events

We have evaluated subsequent events through the date the financial statements were issued, and any material subsequent events that occurred through this date have been properly recognized or disclosed in our consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and notes to consolidated financial statements included elsewhere in this report. Additional discussion and analysis related to our Partnership is contained in our Annual Report on Form 10-K including the audited financial statements for the fiscal year ended December 31, 2014.

EBITDA, Adjusted EBITDA, and distributable cash flow are non-GAAP financial measures of performance that have limitations and should not be considered as a substitute for net income or cash provided by (used in) operating activities. Please see footnote (7) under “Key Operating Metrics” below for a discussion of our use of EBITDA, Adjusted EBITDA, and distributable cash flow in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a reconciliation to net income for the periods presented.

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Forward-Looking Statements

This report, including without limitation, our discussion and analysis of our financial condition and results of operations, and any information incorporated by reference, contains statements that we believe are “forward-looking statements”. These forward-looking statements generally can be identified by use of phrases such as “believe,” “plan,” “expect,” “anticipate,” “intend,” “forecast” or other similar words or phrases. Descriptions of our objectives, goals, targets, plans, strategies, costs, anticipated capital expenditures, expected cost savings and benefits are also forward-looking statements. These forward-looking statements are based on our current plans and expectations and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements, including:

• Our ability to make, complete and integrate acquisitions from affiliates or third-parties, including the recent acquisitions of Susser Holdings Corporation (“Susser”), Sunoco, LLC (“Sunoco LLC”), Aloha Petroleum Ltd. (“Aloha”) and Mid-Atlantic Convenience Stores, LLC (“MACS”);

• 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 and our dependence on Sunoco, Inc. and certain customers for significant portions of our revenue;

• Competition in the wholesale motor fuel distribution and convenience store industry;

• Changing customer preferences for alternate fuel sources or improvement of fuel efficiency;

• Environmental, tax and other federal, state and local laws and regulations;

• The fact that we are not fully insured against all risks incident to our business;

• Dangers inherent in the storage and transportation of motor fuel;

• Our reliance on senior management, supplier trade credit and information technology; and

• Our partnership structure, which may create conflicts of interest between us and Sunoco GP LLC, our general partner (“General Partner”), and its affiliates, and limits the fiduciary duties of our General Partner and its affiliates.

All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

For a discussion of these and other risks and uncertainties, please refer to “Item 1A. Risk Factors” included herein and in our Annual Report on Form 10-K for the year ended December 31, 2014 and in our quarterly reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015. The list of factors that could affect future performance and the accuracy of forward-looking statements is illustrative but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. The forward-looking statements included in this report are based on, and include, our estimates as of the date hereof. We anticipate that subsequent events and market developments will cause our estimates to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if new information becomes available in the future.

Overview

We are a growth-oriented Delaware limited partnership formed by Susser and formerly known as Susser Petroleum Partners LP, or “SUSP”. On October 27, 2014, we changed our name from Susser Petroleum Partners LP to Sunoco LP (NYSE: SUN). We have historically engaged in wholesale distribution of motor fuels to Susser and third parties and, through several recent acquisitions, we have become engaged in the retail sale of motor fuel and the operation of convenience stores through subsidiaries that are classified as corporations for U.S. federal income tax purposes.

On August 29, 2014, Susser completed its merger with ETP and certain other related entities, under which ETP acquired the then outstanding common shares of Susser (“ETP Merger”). As of September 30, 2015, ETP owned 26,837,310 common units and 10,939,436 subordinated units (representing 50.8% of the Partnership’s outstanding units). As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the terms “Partnership”, “SUN”, “we”, “us” or “our”, refer to Sunoco LP and its subsidiaries unless the context clearly indicates otherwise.

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As a result of the ETP Merger, we applied “push down” accounting that required our assets and liabilities to be adjusted to fair value as of the date of the transaction. The periods prior to the ETP Merger are identified as “Predecessor” and the period after the ETP Merger is identified as “Successor”.

In the fourth quarter of 2014, we completed strategic acquisitions of businesses that operate complementary motor fuel distribution and convenience retail stores (see Note 3 to our Consolidated Financial Statements). On April 1, 2015 and July 31, 2015, we completed the acquisitions of a 31.58% membership interest in Sunoco LLC and 100% of the issued and outstanding shares of capital stock of Susser, respectively (see Recent Developments below for further discussion). We anticipate we will continue to expand and upgrade our operating portfolio through future drop-downs from ETP. Additionally, we anticipate we will continue to grow our gallons through organic growth activity. Susser opened 21 new retail sites during the nine months ended September 30, 2015, which is reflected in retail gallons for the period.

We purchase motor fuel primarily from independent refiners and major oil companies and distribute it across more than 30 states throughout the East Coast and Southeast Regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii to:

• customers through our 863 company operated convenience stores and fuel outlets, including 706 Stripes convenience stores;

• 438 Sunoco convenience stores and retail fuel outlets, pursuant to the Sunoco, Inc. Distribution Contract (supplied by Sunoco LLC);

• 146 independently operated consignment locations where we sell motor fuel under consignment arrangements to retail customers;

• 5,350 convenience stores and retail fuel outlets operated by independent operators, which we refer to as “dealers,” or “distributors” pursuant to long-term distribution agreements (including 4,644 Sunoco branded dealers and distributors supplied by Sunoco LLC on a consolidated basis); and

• approximately 2,000 other commercial customers, including unbranded convenience stores, other fuel distributors, school districts and municipalities and other industrial customers (including approximately 400 supplied by Sunoco LLC on a consolidated basis).

Through our ownership interest in Sunoco LLC we are the exclusive wholesale supplier of the iconic Sunoco branded motor fuel, supplying an extensive distribution network of more than 5,000 Sunoco-branded third-party and affiliate operated locations throughout the southeast, mid-Atlantic and northeast regions of the United States. We have 136 company operated Sunoco branded locations in Texas. We believe we are one of the largest independent motor fuel distributors by gallons in Texas, and among the largest distributors of Valero and Chevron branded motor fuel in the United States. With the acquisition of MACS, we believe we are now one of the largest distributors of Exxon branded motor fuel in the United States. In addition to distributing motor fuel, we also distribute other petroleum products such as propane and lube oil, and we receive rental income from real estate that we lease or sublease.

As of September 30, 2015, our retail segment operated 863 convenience stores and fuel outlets. We sold 353.6 million and 1.1 billion retail gallons at these sites during the three and nine months ended September 30, 2015.

We operated 706 retail convenience stores and fuel outlets primarily under our proprietary Stripes convenience store brand at quarter-end, primarily in growing Texas markets. Stripes is a leading independent chain of convenience stores in Texas based on store count and retail motor fuel volumes sold. We carry a broad selection of food, beverages, snacks, grocery and non-food merchandise. We stock 2,500 to 3,500 merchandise units, on average, with each store offering a customized merchandise mix based on local customer demand and preferences. To further differentiate our merchandise offering, we developed numerous proprietary offerings and private label items unique to our stores. We implemented our proprietary in-house Laredo Taco Company restaurants in 419 Stripes convenience stores and intend to implement it in all newly constructed Stripes convenience stores. Additionally, we have 45 national branded restaurant offerings in our Stripes stores.

We operated 157 MACS and Aloha convenience stores and fuel outlets in Virginia, Maryland, Tennessee, Georgia, and Hawaii offering merchandise, foodservice, motor fuel and other services.

Our affiliate, Sunoco, Inc. operated 438 retail convenience stores and fuel outlets primarily under its proprietary iconic Sunoco fuel brand as of September 30, 2015. Our business is integral to the success of Sunoco, Inc.’s retail operations, and Sunoco, Inc. purchases substantially all of its motor fuel through the Sunoco, Inc. Distribution contract. For the three and nine months ended

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September 30, 2015, we distributed 292.6million and 837.2 million gallons of motor fuel to Sunoco, Inc. convenience stores and retail fuel outlets.

We also sell fuel directly to third party customers. For the three and nine months ended September 30, 2015, we distributed 1.3 billion and 3.9 billion gallons of motor fuel to third party customers. This includes 1.0 billion and 3.1 billion gallons, respectively, sold by Sunoco LLC on a consolidated basis.

Recent Developments

On April 1, 2015, we completed the previously announced acquisition contemplated by the contribution agreement dated as of March 23, 2015 (the “Sunoco LLC Contribution Agreement”) by and among the Partnership, Sunoco LLC, ETP Retail Holdings, LLC (“ETP Retail”) and ETP. Pursuant to the terms of the Sunoco LLC Contribution Agreement, the Partnership acquired from ETP Retail 31.58% of the issued and outstanding membership interests in Sunoco LLC, which were subsequently assigned by the Partnership to Susser Petroleum Operating Company LLC (“SPOC”). Subject to the terms and conditions of the Sunoco LLC Contribution Agreement, upon the closing of the Transaction the Partnership paid ETP Retail approximately $775.0 million in cash (the “Cash Consideration”) and issued to ETP Retail approximately $40.8 million of common units representing limited partner interests of the Partnership. The Cash Consideration was financed through the issuance by the Partnership and its wholly owned subsidiary, Sunoco Finance Corp. (“SUN Finance”) of 6.375% Senior Notes due 2023 (the “2023 Senior Notes”) on April 1, 2015.

On July 31, 2015, we completed the previously announced acquisition contemplated by the contribution agreement dated as of July 14, 2015 (the “Susser Contribution Agreement”) with Susser, Heritage Holdings, Inc. (“HHI”), ETP Holdco Corporation (“ETP Holdco” and together with HHI, the “Contributors”), our General Partner, and ETP. Pursuant to the terms of the Susser Contribution Agreement, we agreed to acquire from the Contributors 100% of the issued and outstanding shares of capital stock of Susser for approximately $966.9 million in cash, subject to certain working capital adjustments, ("Cash Consideration") and issue to Contributors 21,978,980 Class B units representing limited partnership interests in the Partnership (“Class B Units”). The Class B Units were identical to the common units in all respects, except such Class B Units were not entitled to distributions payable with respect to the second quarter of 2015. The Class B Units converted, on a one-for-one basis, into common units on August 19, 2015. Pursuant to the terms of the Susser Contribution Agreement, (i) Susser caused its wholly owned subsidiary to exchange 79,308 common units for 79,308 Class A Units representing limited partner interests in the Partnership (“Class A Units”) and (ii) the 10,939,436 subordinated units held by wholly owned subsidiaries of Susser were converted into 10,939,436 Class A Units. In addition, we issued 79,308 common units and 10,939,436 subordinated units to the Contributors (together with the Class B Units, the “Unit Consideration”) to restore the economic benefit of the common units and subordinated units held by Susser that were exchanged or converted, as applicable, into Class A Units. The Unit Consideration was issued and sold to the Contributors in private transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Cash Consideration was financed through the proceeds from the 2020 Notes Offering (as described below), and borrowings under our 2014 Revolver. Pursuant to the terms of the Susser Contribution Agreement, ETP has agreed to guarantee all the obligations of the Contributors under the Susser Contribution Agreement.

On July 14, 2015, ETP and its general partner, Energy Transfer Partners GP, L.P., entered into an exchange and repurchase agreement with Energy Transfer Equity, L.P. (“ETE”), pursuant to which, among other things, ETP agreed to distribute to ETE (i) 100% of the membership interests of our General Partner and (ii) all of our incentive distribution rights, which were then owned by ETP, and in exchange ETE agreed to transfer to ETP 21.0 million common units representing limited partner interests in ETP (the “Exchange Transaction”). The Exchange Transaction closed on August 21, 2015, following the record dates for the ETP and SUN quarterly cash distributions related to the second quarter of 2015. After giving effect to the Exchange Transaction, ETE owns 100% of our general partner interests and all of our incentive distribution rights.

On July 15, 2015, we entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as manager of the several underwriters named therein (collectively, the “Underwriters”), providing for the offer and sale by the Partnership, and purchase by the Underwriters, of 5,500,000 common units representing limited partner interests in the Partnership (the “Units”) at a price to the public of $40.10 per Unit (the “Firm Units”), being $38.897 per Unit to the Partnership, net of underwriting discounts and commissions (the “Equity Offering”). The Equity Offering was completed on July 21, 2015 and we received net proceeds of approximately $212.9 million. Pursuant to the Underwriting Agreement, the Partnership also granted to the Underwriters a 30-day option to purchase up to an additional 825,000 Units at the same price and otherwise on the same terms as the Firm Units. This option was not exercised.

On July 20, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2020 Issuers”), completed a private offering of $600.0 million 5.500% senior notes due 2020 (the “2020 Senior Notes”). The terms of the 2020 Senior Notes are governed by an indenture dated July 20, 2015 (the “2020 Indenture”), among the 2020 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2020 Guarantors”) and U.S. Bank National Association, as trustee (the “2020

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Trustee”). The 2020 Senior Notes will mature on April 1, 2020 and interest is payable semi-annually on February 1 and August 1 of each year, commencing February 1, 2016. The 2020 Senior Notes are senior obligations of the 2020 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2020 Senior Notes and guarantees are unsecured and rank equally with all of the 2020 Issuers’ and each 2020 Guarantor’s existing and future senior obligations. The 2020 Senior Notes are senior in right of payment to any of the 2020 Issuers’ and each 2020 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the2020 Senior Notes and guarantees. The 2020 Senior Notes and guarantees are effectively subordinated to the 2020 Issuers’ and each 2020 Guarantor’s secured obligations, including obligations under the Partnership’s revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2020 Senior Notes. The net proceeds of $592.5 million were used to fund a portion of the Cash Consideration for the Susser acquisition.

On July 28, 2015, the United States Bankruptcy Court for the Southern District of Texas – McAllen Division approved the Purchase and Sale Agreement (“Agreement”) that Susser Petroleum Property Company LLC (“PropCo”) entered into with Aziz Convenience Stores, L.L.C. (“Aziz”) on April 30, 2015. Pursuant to the Agreement, PropCo purchased 27 Aziz convenience stores located in the Upper Rio Grande Valley in southern Texas for a purchase price of $41.6 million, subject to merchandise and inventory adjustments. The transaction closed on August 10, 2015.

On August 17, 2015, we entered into an agreement to purchase a wholesale motor fuel distribution business serving the Northeastern United States for approximately $57 million plus the value of inventory on hand at the time of closing. The transaction is expected to close in the fourth quarter, subject to customary closing conditions.

Key Operating Metrics

The following information is intended to provide investors with a reasonable basis for assessing our historical operations but should not serve as the only criteria for predicting our future performance.

Beginning with the acquisition of MACS, we began operating our business in two primary operating segments, wholesale and retail, both of which are included as reportable segments. As a result, the three month period ended September 30, 2014 includes retail operations for the month of September 2014, only.

On April 1, 2015 we acquired a 31.58% membership interest in Sunoco LLC. Because we have a controlling financial interest in Sunoco LLC as a result of our 50.1% voting interest, our consolidated financial statements include 100% of Sunoco LLC. The 68.42% membership interest in Sunoco LLC that we do not own is presented as noncontrolling interest in our consolidated financial statements.

Key operating metrics set forth below are presented for the period January 1, 2014 to August 31, 2014 prior to the ETP Merger (collectively the “Predecessor Period”). From September 1, 2014 to December 31, 2014, financial data is presented for the Partnership after the ETP Merger and under the application of “push down” accounting that required its assets and liabilities to be adjusted to fair value on August 31, 2014 (“Successor Period”). The following tables set forth key operating metrics as of and for the periods indicated and has been derived from our audited historical consolidated financial statements. For the three and nine months ended September 30, 2014, we have combined the Predecessor Period and the Successor Period and presented the unaudited financial data on a combined basis for comparative purposes. This combination does not comply with generally accepted accounting principles or the rules for unaudited pro forma presentation, but is presented because we believe it provides the most meaningful comparison of our financial results. The impact from “push down” accounting related to the ETP Merger resulted in a $0.2 million increase in depreciation, amortization and accretion expense.

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The following table sets forth, for the periods indicated, information concerning key measures we rely on to gauge our operating performance (in thousands, except for gross profit per gallon):

	Three Months ended September 30,
	2014							2015
	Wholesale (2)		Retail (2)			Total (1)		Wholesale		Retail			Total
	(Combined)
Revenues
Retail motor fuel sales	$	—	$	350,689		$	350,689	$	—	$	854,140		$	854,140
Wholesale motor fuel sales to third parties		1,344,548		—			1,344,548		2,664,186		—			2,664,186
Wholesale motor fuel sales to affiliates		843,481		—			843,481		500,362		—			500,362
Merchandise sales		—		115,070			115,070		—		429,891			429,891
Rental income		5,710		245			5,955		11,332		7,079			18,411
Other income		5,025		5,392			10,417		12,054		8,273			20,327
Total revenue		2,198,764		471,396			2,670,160		3,187,934		1,299,383			4,487,317
Gross profit
Retail motor fuel		—		24,151			24,151		—		113,508			113,508
Wholesale motor fuel		4,938		—			4,938		87,606		—			87,606
Merchandise		—		36,979			36,979		—		142,527			142,527
Rental and other		9,757		5,636			15,393		27,787		9,719			37,506
Total gross profit	$	14,695	$	66,766		$	81,461	$	115,393	$	265,754		$	381,147
Net income (loss) and comprehensive income (loss) attributable to partners (6)	$	4,030	$	(3,003	)	$	1,027	$	21,398	$	6,146		$	27,544
Adjusted EBITDA attributable to partners (6) (7)	$	24,542	$	17,023		$	41,565	$	76,397	$	95,271		$	171,668
Distributable cash flow attributable to partners, as adjusted (6) (7)						$	12,242						$	112,378
Operating Data
Total motor fuel gallons sold:
Retail				107,352			107,352				353,641			353,641
Wholesale  (3)		534,502					534,502		1,308,781					1,308,781
Wholesale contract affiliated (4)		290,912					290,912		286,215					286,215
Motor fuel gross profit (cents per gallon) (5):
Retail			23.3¢							34.1¢
Wholesale (3)	6.7¢							12.5¢
Wholesale contract affiliated (4)	3.3¢							4.0¢
Volume-weighted average for all gallons						7.6¢							15.2¢
Retail merchandise margin				32.1	%						33.2	%

(1) Reflects combined results of the Predecessor period from July 1, 2014 through August 31, 2014, and the Successor period from September 1, 2014 to September 30, 2014. The impact in the Successor period from “push down” accounting related to the ETP Merger resulted in a $0.2 million increase in depreciation, amortization and accretion expense. See Note 3 in the accompanying Notes to Consolidated Financial Statements.

(2) Reflects MACS and Sunoco LLC wholesale operations and MACS and Susser retail operations, beginning September 1, 2014.

(3) Reflects all wholesale transactions excluding those pursuant to the Susser and Sunoco, Inc. Distribution Contracts.

(4) Reflects transactions pursuant to the Susser Distribution Contract for July 1, 2014 through August 31, 2014 and the Sunoco, Inc. Distribution Contract at set margins as dictated by the agreements.

(5) Excludes impact of inventory fair value adjustments consistent with our definition of Adjusted EBITDA.

(6) Excludes the noncontrolling interest results of operations related to our consolidated variable interest entities (“VIE”s) and Sunoco LLC.

(7) We define EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense. Adjusted EBITDA further adjusts EBITDA to reflect certain other non-recurring and non-cash items. Effective September 1, 2014, as a result of the ETP Merger and in an effort to conform the method by which we measure our business to that of ETP’s operations, we now define Adjusted EBITDA to also include adjustments for unrealized gains and losses on commodity derivatives and inventory fair value adjustments. We define distributable cash flow as Adjusted EBITDA less cash interest expense including the accrual of interest expense related to our 2020 and 2023 Senior Notes which is paid on a semi-

34

annual basis, current income tax expense, maintenance capital expenditures, and other non-cash adjustments.Further adjustments are made to distributable cash flow for certain transaction-related and non-recurring expenses that are included in net income are excluded. 

We believe EBITDA, Adjusted EBITDA and distributable cash flow are useful to investors in evaluating our operating performance because:

• 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;

• they are used by our management 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, as it provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating.

EBITDA, Adjusted EBITDA and distributable cash flow are not recognized terms under GAAP and do not purport to be alternatives to net income (loss) as measures of operating performance or to cash flows from operating activities as a measure of liquidity. EBITDA, Adjusted EBITDA and distributable cash flow have limitations as analytical tools, and one should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations include:

• 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

• because 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.

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The following table presents a reconciliation of net income to EBITDA, Adjusted EBITDA and distributable cash flow for the three months ended September 30, 2014 and 2015 (in thousands):

	Three Months Ended September 30,
	2014								2015
	Wholesale (2)			Retail (2)		Total (1)			Wholesale		Retail			Total
	(Combined)
Net income (loss) and comprehensive income (loss)	$	(25,524	)	$	4,867	$	(20,657	)	$	12,847	$	14,553		$	27,400
Depreciation, amortization and accretion		9,056			8,051		17,107			13,571		32,030			45,601
Interest expense, net		2,465			2,397		4,862			12,338		16,179			28,517
Income tax expense		1,062			9		1,071			39		28,933			28,972
EBITDA	$	(12,941	)	$	15,324	$	2,383		$	38,795	$	91,695		$	130,490
Non-cash stock compensation expense		3,537			2,081		5,618			1,398		496			1,894
Loss (gain) on disposal of assets & impairment charge		(92	)		55		(37	)		920		(224	)		696
Unrealized gains on commodity derivatives		794			—		794			735		—			735
Inventory fair value adjustments (9)		47,535			893		48,428			87,307		7,240			94,547
Adjusted EBITDA	$	38,833		$	18,353	$	57,186		$	129,155	$	99,207		$	228,362
Adjusted EBITDA attributable to noncontrolling interest		14,291			1,330		15,621			52,758		3,936			56,694
Adjusted EBITDA attributable to partners	$	24,542		$	17,023	$	41,565		$	76,397	$	95,271		$	171,668
Cash interest expense (8)							1,878								27,419
Income tax expense (current)							99								537
Maintenance capital expenditures							174								8,351
Preacquisition earnings							27,610								23,841
Distributable cash flow attributable to partners						$	11,804							$	111,520
Transaction-related expenses							438								858
Distributable cash flow attributable to partners, as adjusted						$	12,242							$	112,378

(8) Reflects the partnership’s cash interest paid less the cash interest paid on our VIE debt of $2.3 million during the three month period ended September 30, 2015.

(9) Due to the change in fuel prices, we recorded a $48.4 million and $94.5 million write-down of the value of fuel inventory during the three months ended September 30, 2014 and 2015, respectively.

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014 (Combined Basis)

The following discussion of results for the third quarter 2015 compared to the third quarter 2014 compares the operations ended September 30, 2015 and 2014.

Revenue. Total revenue for the third quarter of 2015 was $4.5 billion, an increase of $1.8 billion, from the third quarter of 2014. The increase is primarily attributable to the following changes in revenue:

• an increase in wholesale motor fuel sales of $976.5 million of which, $1.5 billion is due to the addition of a full quarter of the Sunoco LLC business, offset by a decrease of approximately $570 million in sales to affiliates in our legacy business due to the acquisition and consolidation of Susser, an affiliate in the Predecessor period;

• the addition of a full quarter of retail fuel sales of $503.5 million and merchandise revenue of $314.8 million, each attributable to MACS, Susser and Aloha operations; and

• an increase in rental and other revenue of $22.4 million due to a $12.5 million increase in rental income primarily due to the addition of the MACS, Susser, and Sunoco LLC businesses as well as organic growth in our legacy businesses and a $9.9 million increase in other revenue primarily related to increased other retail income such as car wash, ATM, and lottery income.

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Cost of Sales and Gross Profit. Gross profit for the third quarter of 2015 was $381.1 million, an increase of $299.7 million, over the third quarter of 2014. The increase in gross profit is attributable to the following:

• an increase in the gross profit on wholesale motor fuel sales of $82.7 million, of which $35.4 million and $12.1 million is due to the addition of the Sunoco LLC business and the MACS and Aloha businesses, respectively. The remaining is due to the addition of the Susser business as well as organic growth in our legacy businesses;

• the addition of $89.4 million of gross profit on retail motor fuel sales and $105.5 million of gross profit on merchandise sales related to our MACS and Aloha operations; and

• an increase in rent and other gross profit of $22.1 million related to rental income and other retail revenue items as mentioned above.

Total Operating Expenses. Total operating expenses for the third quarter of 2015 were $296.3 million, an increase of $200.1 million from the third quarter of 2014. The increase in operating expenses is attributable to the following:

• an increase in general and administrative expenses of $25.1 million, of which, $17.7 million is due to the addition of Sunoco LLC, and the remaining increase being primarily attributable to MACS and Aloha;

• an increase in other operating expenses of $127.4 million of which $91.9 million, $11.4 million, $8.2 million, and $12.5 million is attributable to Susser, MACS, Aloha and Sunoco LLC businesses, respectively;

• increased depreciation, amortization and accretion expense of $28.5 million, of which, $9.7 million and $10.0 million is attributable to the Sunoco LLC business and the MACS and Aloha businesses, respectively; and

• the impact from “push down” accounting related to the ETP Merger resulted in a $3.3 million decrease in depreciation, amortization and accretion expense.

Interest Expense. Interest expense increased primarily due to the addition of our 2020 and 2030 Senior Notes, as well as the increase in 2014 Revolver borrowings.

Income Tax Expense. Income tax expense for the third quarter of 2015 and 2014 was $29.0 million and $1.1 million, respectively. The increase is primarily due to the addition of the Susser business. The effective tax rate for third quarter of 2015 was 51.4%.

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The following table sets forth, for the periods indicated, information concerning key measures we rely on to gauge our operating performance by segment (in thousands, except for selling price and gross profit per gallon):

	Nine Months Ended September 30,
	2014							2015
	Wholesale (2)		Retail (2)			Total (1)		Wholesale		Retail			Total
	(Combined)
Revenues
Retail motor fuel sales	$	—	$	350,689		$	350,689	$	—	$	2,538,495		$	2,538,495
Wholesale motor fuel sales to third parties		2,296,689		—			2,296,689		8,021,741		—			8,021,741
Wholesale motor fuel sales to affiliates		2,472,120		—			2,472,120		1,391,145		—			1,391,145
Merchandise sales		—		115,070			115,070		—		1,195,306			1,195,306
Rental income		13,976		245			14,221		34,328		19,874			54,202
Other income		8,591		5,392			13,983		35,438		24,396			59,834
Total revenue		4,791,376		471,396			5,262,772		9,482,652		3,778,071			13,260,723
Gross profit
Retail motor fuel		—		24,151			24,151		—		256,608			256,608
Wholesale motor fuel		39,215		—			39,215		363,973		—			363,973
Merchandise		—		36,979			36,979		—		394,076			394,076
Rental and other		19,803		5,636			25,439		66,021		44,270			110,291
Total gross profit	$	59,018	$	66,766		$	125,784	$	429,994	$	694,954		$	1,124,948
Net income (loss) and comprehensive income (loss) attributable to partners (6)	$	23,757	$	(3,003	)	$	20,754	$	45,245	$	12,033		$	57,278
Adjusted EBITDA attributable to partners (6) (7)	$	55,273	$	17,023		$	72,296	$	151,476	$	180,441		$	331,917
Distributable cash flow attributable to partners, as adjusted (6) (7)						$	39,932						$	182,127
Operating Data
Total motor fuel gallons sold:
Retail				107,352			107,352				1,060,297			1,060,297
Wholesale  (3)		858,671					858,671		3,890,397					3,890,397
Wholesale contract affiliated (4)		861,925					861,925		830,801					830,801
Motor fuel gross profit (cents per gallon) (5):
Retail			23.3¢							24.4¢
Wholesale (3)	6.2¢							9.3¢
Wholesale contract affiliated (4)	3.0¢							4.0¢
Volume-weighted average for all gallons						5.7¢							11.3¢
Retail merchandise margin				32.1	%						33.0	%

(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 September 30, 2014. The impact in the Successor period from “push down” accounting related to the ETP Merger resulted in a $0.2 million increase in depreciation, amortization and accretion expense. See Note 3 in the accompanying Notes to Consolidated Financial Statements.

(2) Reflects MACS and Sunoco LLC wholesale operations and MACS and Susser retail operations, beginning September 1, 2014.

(3) Reflects all wholesale transactions excluding those pursuant to the Susser Distribution Contract for July 1, 2014 through August 31, 2014 and the Sunoco, Inc. Distribution Contract at set margins as dictated by the agreements.

(4) Reflects transactions pursuant to the Susser and Sunoco, Inc. Distribution Contracts at set margins as dictated by agreements.

(5) Excludes impact of inventory fair value adjustments consistent with the definition of Adjusted EBITDA.

(6) Excludes the noncontrolling interest results of operations related to our consolidated VIE and Sunoco LLC.

(7) We define EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense. Adjusted EBITDA further adjusts EBITDA to reflect certain other non-recurring and non-cash items. Effective September 1, 2014, as a result of the ETP Merger and in an effort to conform the method by which we measure our business to that of ETP’s operations, we now define Adjusted EBITDA to also include adjustments for unrealized gains and losses on commodity derivatives and inventory fair value adjustments. We define distributable cash flow as Adjusted EBITDA less cash interest expense including the accrual of interest expense related to our 2020 and 2023 Senior Notes which is paid on a semi-annual basis, current income tax expense, maintenance capital expenditures, and other non-cash adjustments. Further

38

adjustments are made to distributable cash flow for certain transaction-related and non-recurring expenses that are included in net income are excluded. 

We believe EBITDA, Adjusted EBITDA and distributable cash flow are useful to investors in evaluating our operating performance because:

• 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;

• they are used by our management 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, as it provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating.

EBITDA, Adjusted EBITDA and distributable cash flow are not recognized terms under GAAP and do not purport to be alternatives to net income (loss) as measures of operating performance or to cash flows from operating activities as a measure of liquidity. EBITDA, Adjusted EBITDA and distributable cash flow have limitations as analytical tools, and one should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations include:

• 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

• because 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.

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The following table presents a reconciliation of net income to EBITDA, Adjusted EBITDA and distributable cash flow by segment for the nine months ended September 30, 2014 and 2015 (in thousands):

	Nine Months Ended September 30,
	2014								2015
	Wholesale (2)			Retail (2)		Total (1)			Wholesale		Retail		Total
	(Combined)
Net income (loss) and comprehensive income (loss)	$	(5,797	)	$	4,867	$	(930	)	$	148,177	$	23,678	$	171,855
Depreciation, amortization and accretion		15,715			8,051		23,766			47,821		96,307		144,128
Interest expense, net		5,741			2,397		8,138			31,859		25,833		57,692
Income tax expense		1,189			9		1,198			898		42,759		43,657
EBITDA	$	16,848		$	15,324	$	32,172		$	228,755	$	188,577	$	417,332
Non-cash stock compensation expense		5,021			2,081		7,102			2,360		1,170		3,530
Loss (gain) on disposal of assets & impairment charge		(128	)		55		(73	)		1,069		462		1,531
Unrealized gains on commodity derivatives		288			—		288			2,926		—		2,926
Inventory fair value adjustments (9)		47,535			893		48,428			32,201		2,080		34,281
Adjusted EBITDA	$	69,564		$	18,353	$	87,917		$	267,311	$	192,289	$	459,600
Adjusted EBITDA attributable to noncontrolling interest		14,291			1,330		15,621			115,835		11,848		127,683
Adjusted EBITDA attributable to partners	$	55,273		$	17,023	$	72,296		$	151,476	$	180,441	$	331,917
Cash interest expense (8)							4,928							49,636
Income tax expense (current)							272							410
Maintenance capital expenditures							498							18,630
Preacquisition earnings							27,104							85,556
Distributable cash flow attributable to partners						$	39,494						$	177,685
Transaction-related expenses							438							4,442
Distributable cash flow attributable to partners, as adjusted						$	39,932						$	182,127

(8) Reflects the partnership’s cash interest paid less the cash interest paid on our VIE debt of $7.0 million during the nine month period ended September 30, 2015.

(9) Due to the change in fuel prices, we recorded a $48.4 million and $34.3 million write-down of the value of fuel inventory during the nine months ended September 30, 2014 and 2015, respectively.

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014 (Combined Basis)

The following discussion of results for the first nine months of 2015 compared to the first nine months of 2014 compares the operations ended September 30, 2015 and 2014.

Revenue. Total revenue for the first nine months of 2015 was $13.3 billion, an increase of $8.0 billion from the first nine months of 2014. The increase is primarily attributable to the following changes in revenue:

• an increase in wholesale motor fuel sales of $4.6 billion, of which, $6.8 billion is due to the addition of the Sunoco LLC business, partially offset by a $2.2 billion decrease in sales to affiliates in our legacy business due to the acquisition and consolidation of Susser, an affiliate in the predecessor period;

• the addition of eight months of retail fuel sales of $2.2 billion and merchandise revenue of $1.1 billion, each attributable to MACS, Susser and Aloha operations; and

• an increase in rental and other revenue of $85.8 million due to a $40.0 million increase in rental income primarily due to the addition of the MACS, Susser and Sunoco LLC businesses and a $45.9 million increase in other income primarily related to increased other retail income such as car wash, ATM, and lottery income.

40

Cost of Sales and Gross Profit. Gross profit for the first nine months of 2015 was $1.1 billion, an increase of $999.2 million over the first nine months of 2014. The increase in gross profit is attributable to the following:

• an increase in the gross profit on wholesale motor fuel sales of $324.8 million, of which, $235.2 million and $44.6 million are due to the addition of the Sunoco LLC business and the MACS and Aloha businesses, respectively. The remaining is due to the addition of the Susser business as well as organic growth in our legacy businesses;

• the addition of $232.5 million of gross profit on retail motor fuel sales and $357.1 million of gross profit on merchandise sales related to our MACS, Susser and Aloha operations; and

• an increase in rent and other gross profit of $84.9 million related to rental income and other retail revenue items as mentioned above.

Total Operating Expenses. Total operating expenses for the first nine months of 2015 were $851.7 million, an increase of $734.4 million from the first nine months of 2014. The increase in operating expenses is attributable to the following:

• an increase in general and administrative expenses of $103.3 million, of which $49.6 million and $38.2 million is due to the addition of Sunoco LLC and Susser, respectively, $4.0 million of acquisition related costs, and the remaining being attributable to MACS and Aloha;

• an increase in other operating expenses of $444.8 million, of which, $322.1 million, $44.8 million, $25.5 million, and $48.5 million, are attributable to the Susser, MACS, Aloha and Sunoco LLC businesses;

• increased depreciation, amortization and accretion expense of $120.4 million, of which, $35.9 million and $34.0 million is attributable to the Sunoco LLC business and the MACS and Aloha businesses, respectively with the remainder being attributable to Susser; and

• the impact from “push down” accounting related to the ETP Merger resulted in a $0.3 million increase in depreciation, amortization and accretion expense.

Interest Expense. Interest expense increased primarily due to our 2020 and 2023 Senior Notes, as well as the increase in 2014 Revolver borrowings.

Income Tax Expense. Income tax expense for the first nine months of 2015 and 2014 was $43.7 million and $1.2 million, respectively. The increase is primarily due to the addition of the Susser business. The effective tax rate for first nine months of 2015 was 20.3%.

Pro Forma Results of Operations

We have provided below certain supplemental pro forma information for the three and nine months ended September 30, 2015. The pro forma information gives effect to the 68.42% noncontrolling interest in Sunoco LLC. Pursuant to our 31.58% membership interest in Sunoco LLC, the Sunoco LP pro forma information reflects only that equity interest in Sunoco LLC.

Management believes the pro forma presentation is useful to investors because it provides investors comparable operating data to support our Adjusted EBITDA and distributable cash flow attributable to partners.

41

	Three Months Ended September 30, 2015		Nine Months Ended September 30, 2015
	Pro Forma
	(unaudited)
	(in thousands except gross profit per gallon)
Gross profit
Retail gross profit	$	113,508	$	256,608
Wholesale gross profit		63,388		203,041
Total fuel gross profit	$	176,896	$	459,649
Operating data
Motor fuel gallons sold:
Retail		353,641		1,060,297
Wholesale		608,397		1,788,579
Wholesale contract affiliated		90,387		262,367
Total fuel gallons		1,052,425		3,111,243
Motor fuel gross profit (cents per gallon) (1):
Retail	34.1¢		24.4¢
Wholesale	15.2¢		11.3¢
Wholesale contract affiliated	4.0¢		4.0¢
Volume-weighted average for all gallons	20.6¢		15.2¢

(1) Excludes impact of inventory fair value adjustments consistent with the definition of Adjusted EBITDA. For the three months ended September 30, 2015 the retail and wholesale pro forma inventory fair value adjustments were $7.2 million and $32.6 million, respectively. For the nine months ended September 30, 2015 the retail and wholesale pro forma inventory fair value adjustments were $2.1 million and $10.4 million, respectively.

Liquidity and Capital Resources

Liquidity

Our principal liquidity requirements are to finance current operations, fund capital expenditures, including acquisitions from time to time, to service our debt and to make distributions. We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our revolving credit facility and the issuance of long-term debt or additional partnership units as appropriate given market conditions. We expect that these sources of funds will be adequate to provide for our short-term and long-term liquidity needs.

Our ability to meet our debt service obligations and other capital requirements, including capital expenditures and acquisitions, will depend on our future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions. In addition, any of the items discussed in detail under “Item 1A. Risk Factors” included herein and in our Annual Report on Form 10-K for the year ended December 31, 2014 and Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015 may also significantly impact our liquidity.

We had $125.4 million and $47.8 million of cash and cash equivalents on hand as of December 31, 2014 and September 30, 2015 respectively, all of which were unrestricted.

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	January 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor			Successor
Net income	$	22,510		$	(23,440	)	$	171,855
Cash flows from operating activities:
Net cash provided by operating activities		33,362			10,504			335,939
Cash flows from investing activities:
Net cash used in investing activities		(67,038	)		(39,995	)		(2,117,635	)
Cash flows from financing activities:
Net cash provided by financing activities		29,221			47,698			1,704,043
Net increase (decrease) in cash		(4,455	)		18,207			(77,653	)
Cash and cash equivalents at beginning of year		8,150			127,400			125,426
Cash and cash equivalents at end of period	$	3,695		$	145,607		$	47,773

Cash Flows Provided by Operations. Cash flows provided by operations are our main source of liquidity. Our daily working capital requirements fluctuate within each month, primarily in response to the timing of payments for motor fuel, motor fuel tax and rent. Net cash provided by operations was $43.9 million and $335.9 million for the first nine months of 2014 and 2015, respectively. The growth in cash flows from operations is primarily attributable to the acquisitions of MACS and Aloha in 2014, along with continuing growth in the underlying business. Cash flows also fluctuate with increases or decreases in accounts receivable and accounts payable which are impacted by increasing or decreasing motor fuel prices and costs, as well as organic growth in volumes sold and volume increases due to acquisitions.

Cash Flows Used in Investing Activities. Net cash used in investing activities was $2.1 billion for the nine months ended September 30, 2015, compared to $107.0 million for the nine month period ended September 30, 2014. Capital expenditures, including purchase of intangibles, were $133.0 million and $321.0 million for the nine months ended September 30, 2014 and 2015, respectively. Included in our capital expenditures for the nine months ended September 30, 2015, was $50.4 million in maintenance capital and $270.6 million in growth capital. Growth capital relates primarily to new store construction and dealer supply contracts.

Cash Flows Provided by Financing Activities. Net cash provided by financing activities was $1.7 billion for the nine month period ended September 30, 2015 compared to $76.9 million in the prior year. During the nine months ended September 30, 2015 we: (i) repaid approximately $240.4 million related to long term borrowings; (ii) borrowed $959.7 million and repaid $513.0 million under our revolving credit facility to fund daily operations; (iii) paid $64.9 million in distributions to our unitholders; (iv) paid $204.2 million in distributions to ETP; (v) completed the offering of $800.0 million of our 2023 Senior Notes; (vi) completed the offering of $600.0 million of our 2020 Senior Notes; (vii) completed the Equity Offering for net proceeds of approximately $212.9 million; (viii) paid approximately $775.0 million in cash to ETP Retail as partial consideration for the acquisition of a 31.58% membership interest in Sunoco LLC; and (ix) issued the Unit Consideration to the Contributors as partial consideration for the acquisition of Susser along with approximately $966.9 million in cash.

We intend to pay a cash distribution to the holders of our common, subordinated units and Class A on a quarterly basis, to the extent we have sufficient cash from our operations after establishment of cash reserves and payment of fees and expenses, including payments to our General Partner and its affiliates. Class A unitholders receive distributions of Available Cash (as defined in our Partnership Agreement) that excludes Available Cash attributable to PropCo. There is no guarantee that we will pay a distribution on our units. On November 3, 2015, we declared a quarterly distribution totaling $47.2 million, or $0.7454 per unit based on the results for the three months ended September 30, 2015, excluding distributions to Class A unitholders. The distribution will be paid on November 27, 2015 to unitholders of record on November 17, 2015.

Capital Expenditures

We currently expect capital spending for the full year 2015, excluding acquisitions but including the additional capital spending related to our 31.58% equity interest in Sunoco LLC, and ownership interest in Susser effective with the respective dates of acquisition to be within the following ranges (in millions):

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	Low		High
Maintenance	$	40	$	50
Growth		220		240
Total projected capital	$	260	$	290

On a 100% consolidated basis, our maintenance capital expenditures would range from $45 to $55 million and our growth capital expenditures would range from $240 to $260 million. The above growth capital spending estimate includes the 35 to 40 new Stripes convenience stores that are planned to be built in 2015.

Contractual Obligations and Commitments

Contractual Obligations. We have contractual obligations which are required to be settled in cash. As of September 30, 2015, we have $875.0 million borrowed on the 2014 Revolver compared to $683.4 million borrowed at December 31, 2014. The 2014 Revolver matures in September 2019. Further, as of September 30, 2015, we had $800.0 million outstanding under our 2023 Senior Notes and $600.0 million outstanding under our 2020 Senior Notes. See Note 11 in the accompanying Notes to Consolidated Financial Statements for more information on our debt transactions.

We periodically enter into derivatives, such as futures and options, to manage our fuel price risk on inventory in the distribution system. Fuel hedging positions are not significant to our operations. We had 2,067 positions, representing 86.8 million gallons, outstanding at September 30, 2015 with a negative fair value of $1.08 million.

Properties. Most of our leases are net leases requiring us to pay taxes, insurance and maintenance costs. We believe that no individual site is material to us. The following table summarizes the number of owned and leased properties as of September 30, 2015:

	Owned		Leased
Wholesale dealer and consignment sites		480		233
Company-operated convenience stores		422		441
Warehouses and offices		14		3
Total		916		677

Summary of Significant Accounting Policies

We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Critical accounting policies are those we believe are both most important to the portrayal of our financial condition and results of operations, and require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. Our significant accounting policies are described in Note 2 in the accompany Notes to Consolidated Financial Statements and in our Annual Report on Form 10-K for the year ended December 31, 2014.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We are subject to market risk from exposure to changes in interest rates based on our financing, investing and cash management activities. We currently have a revolving credit facility and debt related to our consolidated VIE which bears interest at variable rates. We had outstanding borrowings on the 2014 Revolver of $875.0 million and $38.8 million of variable interest VIE debt as of September 30, 2015. The annualized effect of a one percentage point change in floating interest rates on our variable rate debt obligations outstanding at September 30, 2015, would be to change interest expense by approximately $9.1 million. Our primary exposure relates to:

• 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.

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While we cannot predict or manage our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, management evaluates our financial position on an ongoing basis.From time to time, we may enter into interest rate swaps to reduce the impact of changes in interest rates on our floating rate debt.We had no interest rate swaps in effect during the first nine months of 2014 or 2015.

Commodity Price Risk

Historically, we have had minimal commodity price risk as we purchased the majority of our motor fuel only when we receive an order from one of our customers and took title to the motor fuel only for the short period of time (typically less than a day) between pick-up and delivery. In addition, a substantial majority of our gross profit has been generated by fixed fees that we charge for each gallon sold and any transportation costs that we incur are passed through to our customers.

SPOC also periodically purchases motor fuel in bulk and holds in inventory. SPOC uses futures, forwards and other derivative instruments to hedge a variety of price risks relating to deviations in that inventory from a target base operating level established by management. These fuel hedging positions have not historically been material to our operations. Starting in the fourth quarter of 2014, with the acquisition of Aloha, we have terminals on all four major Hawaiian islands which hold purchased fuel until it is delivered to customers (typically over a two to three week period). Commodity price risk relating to this inventory is not currently hedged. This terminal inventory balance was $16.0 million at September 30, 2015.

There is some additional commodity risk associated with our acquisition of a 31.58% ownership interest in Sunoco LLC. Sunoco LLC holds working inventories of refined petroleum products, renewable fuels, and gasoline blendstocks in storage. While in storage, volatility and declines in the market price of stored motor fuel could adversely impact the price at which we can later sell the motor fuel. However, Sunoco LLC uses futures, forwards and other derivative instruments to hedge a variety of price risks relating to deviations in that inventory from a target base operating level established by management. The derivative instruments utilized consist primarily of exchange-traded futures contracts traded on the NYMEX, CME and ICE and over-the-counter transactions, including swap agreements entered into with established financial institutions and other credit-approved energy companies. Sunoco LLC’s policy is generally to purchase only products for which it has a market and to structure sales contracts so that price fluctuations do not materially affect profit. Sunoco LLC also engages in controlled trading in accordance with specific parameters set forth in a written risk management policy. For the 2014 fiscal year, Sunoco LLC maintained an average 10 day working inventory. While all of these derivative instruments represent economic hedges, these derivatives are not designated as hedges for accounting purposes.

On a 100% consolidated basis, the Partnership had 2,067 positions, representing 86.8 million gallons, outstanding at September 30, 2015 with a negative fair value of $1.08 million.

Item 4. Controls and Procedures

As required by paragraph (b) of Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our senior management, with the participation of our Chief Executive Officer (as the principal executive officer and person performing functions similar to that of the principal financial officer), have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer has concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective at the reasonable assurance level for which they were designed in that the information required to be disclosed by the Partnership in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and such information is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

On July 31, 2015, we completed the acquisition of Susser. We have begun the evaluation of the internal control structure of this entity, and we expect that evaluation to continue during the remainder of 2015. In recording this acquisition, we followed our normal accounting procedures and internal controls. Management also reviewed the operations of Susser from the date of acquisition that are included in our results of operations for the nine months ended September 30, 2015. None of the changes resulting from the acquisition were in response to any identified deficiency or weakness in our internal control over financial reporting other than changes resulting from this acquisition.

There have been no changes in our internal controls, other than those resulting from the Susser acquisition, over financial reporting (as defined in Rule 13(a)–15(f) or Rule 15d–15(f) of the Exchange Act) during the three months ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

From time to time, we make changes to our internal control over financial reporting that are intended to enhance its effectiveness and which do not have a material effect on our overall internal control over financial reporting. We will continue to

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evaluate the effectiveness of our disclosure controls and procedures and internal control over financial reporting on an ongoing basis and will take action as appropriate.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we do not believe that we are party to any litigation that will have a material adverse impact.

Item 1A. Risk Factors

You should carefully consider the risks described below, and in "Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2014 and on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015, as well as the section within this report entitled "Forward-Looking Statements" under Part I. Financial Information - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, before making any investment decision with respect to our securities. The risks and uncertainties described therein are not the only ones facing us. In connection with the acquisitions of 31.58% of the issued and outstanding membership interests in Sunoco LLC on April 1, 2015, and 100% of the issued and outstanding shares of capital stock of Susser on July 31, 2015, we added or amended and restated various risk factors. These can be found in our Quarterly Reports on Form 10-Q for the periods ended March 31, 2015 and June 30, 2015.

Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, could negatively impact our results of operations or financial condition in the future. If any of such risks actually occur, our business, financial condition or results of operations could be materially adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On July 31, 2015, the Partnership issued the Unit Consideration to the Contributors as partial consideration for the Susser acquisition. The Unit Consideration issued to the Contributors was issued and sold in a private transaction exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. Further details related to the issuance of the Unit Consideration can be found in the section within this report entitled "Recent Developments" under Part I. Financial Information - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, and the Partnership’s Current Report on Form 8-K filed on August, 6, 2015.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The list of exhibits attached to this Quarterly Report on Form 10-Q is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	SUNOCO LP
	By	Sunoco GP LLC, its general partner
Date: November 6, 2015	By	/s/ Robert W. Owens
		Robert W. Owens
		President and Chief Executive Officer (On behalf of the registrant)
	By	/s/ Leta McKinley
		Leta McKinley
		Vice President, Controller and Principal Accounting Officer
		(In her capacity as principal accounting officer)

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Sunoco LP, dated July 31, 2015 (incorporated by reference to Exhibit 3.1 of the current report on Form 8-K filed by the registrant on August 6, 2015).
4.1	Indenture, dated as of July 20, 2015, by and among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed by the registrant on July 21, 2015).
4.2	Registration Rights Agreement, dated as of July 20, 2015, among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and Credit Suisse Securities (USA) LLC (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed by the registrant on July 21, 2015).
10.1	Contribution Agreement, dated as of July 14, 2015, by and among Susser Holdings Corporation, Heritage Holdings, Inc., ETP Holdco Corporation, Sunoco LP, Sunoco GP LLC and Energy Transfer Partners, L.P. (incorporated by reference to Exhibit 2.1 of the current report on Form 8-K filed by the registrant on July 15, 2015)
10.2	Non-Solicit / Non-Hire Agreement and Full Release of Claims by and between Sunoco LP and its and their subsidiaries and affiliates and Claire P. McGrory dated as of September 21, 2015.
31.1	Certification of Chief Executive Officer (as the principal executive officer and person performing functions similar to that of the principal financial officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1	Certification of Chief Executive Officer (as the principal executive officer and person performing functions similar to that of the principal financial officer) pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.
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

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EX-10.2

Exhibit 10.2

NON-SOLICIT/NON HIRE AGREEMENT

AND FULL RELEASE OF CLAIMS

This Non-Solicit/Non-Hire Agreement and Full Release of Claims (the "Agreement") is by and between Sunoco LP and its and their subsidiaries and affiliates (“Sunoco” or “Employer”) and Clare P. McGrory ("Employee").

WHEREAS, Employee, on September 18, 2015, informed Sunoco that she was resigning from her current position as Executive Vice President, Chief Financial Officer and Treasurer of Sunoco’s general partner to pursue a different career opportunity;

WHEREAS, in connection with her departure Sunoco has requested that the Employee agree to a release of claims and certain restrictive covenants in exchange for the consideration described herein;  

WHEREAS, in order to achieve a final and amicable resolution of the employment relationship in all its aspects, Employer has agreed to make payments under this Agreement to which Employee is not otherwise entitled under any policy, practice, agreement or other understanding.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Separation from Employment.  Employee’s employment with Employer will terminate effective October 30, 2015 (the "Termination Date").  

2. Consideration.  

(a) As consideration for Employee’s promises made in this Agreement, including Employee’s full release of claims in Section 4 of this Agreement, Employer agrees to the following:

(i) Employer agrees to pay Employee a release payment (“Release Payment”) in a lump sum total gross amount equal to Ten Thousand ($10,000.00) Dollars; less all required government payroll deductions and withholdings.  The Release Payment shall be made within ten (10) business days after the Effective Date (as that term is defined in Section 4 below). Employee shall be entitled to receive the Release Payment after the Employee, in a timely manner without revocation, executes this Agreement and the Supplemental Release and not before.  

(b) As consideration for Employee’s agreement to be bound by the restrictive covenants found in Section 7 of this Agreement, Employer agrees to the following:

(i) Employer agrees to pay Employee a payment in a total gross amount equal to One Hundred Fifty-Six Thousand Six Hundred and Eighteen Dollars and Thirty-Six Cents ($156,618.36), less all required government payroll deductions and withholdings (the “Restrictive Covenant Payment”).  The Restrictive Covenant Payment shall be made within ten (10) business days after the Effective Date as defined herein.  Employee specifically acknowledges and agrees that if the restrictive covenants found in Section 7 are determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between Employee and Employer, then Employer’s promises in this Section 2(b)(i) shall fail for lack of consideration and immediately be null and void, and any payments already paid hereunder shall be returned or reimbursed by Employee to Employer.  

The consideration given to Employee hereunder is expressly and completely conditioned upon Employee's full compliance with the terms and conditions set forth in this Agreement. Employer hereby expressly reserves any and all rights and remedies available at law or in equity in the event of a breach or threatened breach of this Agreement by the Employee.

3. No Additional Benefits. Employee agrees that this Agreement resolves any and all outstanding issues arising from Employee’s employment. Employee further acknowledges and agrees that Employee shall receive no other compensation or benefits from Employer other than those set forth above, including under the Energy Transfer Partners GP, L.P. Severance Plan (the “ETP Severance Plan”), the Second Amended and Restated Energy Transfer Partners, L.P. 2008 Long Term Incentive Plan (“ETP Unit Plan”), the Sunoco 2012 Long Term Incentive Plan (“Sunoco Unit Plan”) and/or the Energy Transfer Partners. L.L.C. Annual Bonus Plan (the “Bonus Plan”).  

However, Employee shall retain her rights to be paid her base salary and accrued vacation through the Termination Date, to be reimbursed for business expenses incurred through the Termination Date (with such business expenses to be reimbursed in accordance with the Employer’s standard business reimbursement policy), to vested units under the ETP Unit Plan, and vested interest and vested rights that Employee may otherwise have under any employee benefit plan sponsored by Employer (including any required COBRA continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended), subject to the terms and conditions of such plan. The Employee further understands, acknowledges and specifically agrees that any and all unvested awards/restricted units to the Employee outstanding under the ETP Unit Plan and the Sunoco Unit Planshall be terminated and cancelled as of the Termination Date. 

4. Release of Claims.  Employee stipulates, agrees, and understands that for and in consideration of the mutual covenants set forth in this Agreement, specifically including the payments and considerations set forth in Section 2 above, the same being good and valuable consideration, Employee hereby acting of Employee’s own free will, voluntarily and on behalf of herself, Employee’s heirs, administrators, executors, successors and assigns, RELEASES, ACQUITS and forever DISCHARGES Employer and Employer’s parent entities, specifically including Energy Transfer Equity, L.P., Energy Transfer Partners, L.P., Sunoco, Inc. and its and their respective past and present subsidiaries, affiliates, partners, directors, officers, owners, shareholders, employees, benefit plans, benefit plan fiduciaries, predecessors, joint employers, successor employers and agents, and each of them (collectively "Released Parties"), of and from any and all debts, obligations, claims, counterclaims, demands, judgments and/or causes of action of any kind whatsoever, including under the ETP Severance Plan, the ETP Unit Plan, the Sunoco Unit Plan and/or , the Bonus Plan (whether known or unknown, in tort, contract, at law or in equity, by statute or regulation, or on any basis), based on facts occurring at any time before, or at the time of, Employee's signing of this Agreement, for any damages or other remedies of any kind, including, without limitation, direct or indirect, consequential, compensatory, actual, punitive, or any other damages, attorneys' fees, expenses, reimbursements, costs of any kind or reinstatement.  This release includes, but is not limited to, any and all rights or claims, demands and/or causes of action arising out of Employee’s employment or termination from employment with Employer, or relating to purported employment discrimination, retaliation or violations of civil rights, if any, including, but not limited to, claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Age Discrimination in Employment Act ("ADEA"), the Older Workers Benefit Protection Act of 1990, the Americans With Disabilities Act of 1990, Executive Order 11246, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, or any other applicable federal, state, or local statute or ordinance or any other claim, whether statutory or based on common law, arising by reason of Employee’s employment with Employer or the termination of such employment or circumstances related thereto, or by reason of any other matter, cause, or thing whatsoever, from the first date of employment with Employer to the date and time of execution of this Agreement. Notwithstanding the preceding, nothing in this Agreement is intended to waive or otherwise release Employee’s right to: (i) coverage under the Employer’s director and officer insurance policies, if any; (ii) defense and indemnification under the Employer’s organizational documents and/or internal policies or, for events related to her period of employment with the Employer, as may be applicable; (iii) any claims arising from breach of this Agreement by the Employer (including but not limited to claims for compensation and benefits described in Section 3 above), and (iv) any claims that cannot be waived by law.

Employee has a period of forty-five (45) days in which to consider this Agreement and Exhibit A.  Employee may choose to sign this Agreement prior to the expiration of the forty-five (45) day period, but is not required to do so.  Once Employee signs the Agreement, Employee shall have a period of seven (7) days from the date Employee signs the Agreement to revoke the Agreement.  The Agreement shall not become effective or enforceable until the eighth day after Employee signs the Agreement (the "Effective Date").  To revoke this Agreement, Employee must provide written notice of revocation to Employer at Attention: Christopher Curia, Executive Vice President and Chief Human Resources Officer, 8111 Westchester, Suite 600, Dallas, Texas or by email to chris.curia@energytransfer.com, prior to the expiration of the seven (7) day revocation period.  No payments under this Agreement shall be due until the expiration of the seven (7) day revocation period.  Employer hereby advises Employee to consult with an attorney concerning this Agreement prior to signing the Agreement.  Please note, as described in Section 5 below, that the Supplemental Release may not be executed prior to the Termination Date.

5. Supplemental Release.  Employee may execute (sign) the Supplemental Release attached hereto as Exhibit A at any time between the Termination Date and the expiration of forty-five (45) days following the Termination Date.  If Employee signs the Supplemental Release prior to the Termination Date or after the forty-sixth day following the Termination Date, the Agreement and Supplemental Release shall be, in all respects, ineffective and unenforceable.

- 2 -

6. Confidential and Proprietary Information.  Employee acknowledges, agrees and stipulates that during her employment Employee had access to confidential and proprietary information relating to the business and affairs of Employer and its parent, subsidiary, and affiliated entities including, by way of example, (i) financial information, including budgets or projections, business plans, pricing policies or strategies, tariff information, business methods, or any other financial, marketing, pricing, or regulatory strategic information; (ii) information about existing or potential customers and their representatives, including customer identities, lists, preferences, customer services and all other customer information; (iii) information about pending or threatened legal or regulatory proceedings; (iv) unit holder data, information about employees and the terms and conditions of their employment; (v) computer techniques, programs and software; (vi) trade secrets, technical information, patents, techniques, concepts, formulas, documentation, intellectual property, software, industrial designs, products, technical studies and data, and engineering information; (vii) information about potential acquisitions or divestitures; and (viii) any other non-public information that cannot be obtained readily by the public and would be useful or helpful to competitors, customers or industry trade groups if disclosed (collectively, "Confidential Information"). Notwithstanding the foregoing, Confidential Information shall not include any information that now is or hereafter becomes available to the general public other than as the result of a disclosure by Employee in breach hereof.  Employee agrees that Employee shall not, at any time, directly or indirectly, for any reason whatsoever, with or without cause, unless pursuant to a lawful subpoena or court order, use, disseminate or disclose any of the Confidential Information to any person or entity.  Employee further acknowledges that if Employee were to use or disclose, directly or indirectly, the Confidential Information, that such use and/or disclosure would cause Employer irreparable harm and injury for which no adequate remedy at law exists.  Therefore, in the event of the breach or threatened breach of the provisions of this Agreement by Employee, Employer shall be entitled to obtain injunctive relief to enjoin such breach or threatened breach, in addition to all other remedies and alternatives which may be available at law or in equity.  Employee acknowledges that the remedies contained in the Agreement for violation of this Agreement are not the exclusive remedies which Employer may pursue.  The foregoing restrictions in this Section 5 shall not apply to Employee’s utilization of internal Employer reporting procedures, or with respect to Employee’s communication with federal, state or local governmental agencies as may be legally required or otherwise protected by law, or any other communication required by law or an applicable securities exchange.   

7. Non-Solicit/Non-Hire.

(a) For the period beginning on the Termination Date and continuing until March 31, 2017, Employee acknowledges and agrees that she shall not for any reason, either directly or indirectly (without the prior written consent of the Employer) acting alone or in conjunction with others (i) solicit, induce, attempt to influence, any employee of the Employer, its subsidiaries or its affiliates to terminate employment with Employer or any of its subsidiaries and affiliates at an exempt/professional level (i.e. Analyst/Specialist) or above, or to accept employment with any entity (including affiliates or subsidiaries) of the Employee’s employer; or (ii) participate in any hiring, employment or retaining in any capacity, at a business in which Employee becomes a director, officer or employee of or consultant to, (a) of any active employee of Employer, its subsidiaries or its affiliates (expressly including Sunoco, Inc.); or (b) of any employee who was actively employed by Employer, its subsidiaries or affiliates (expressly including Sunoco, Inc.) within the previous six (6) months. Employer acknowledges that the non-solicit restrictions of this Section 7 shall not be violated by general advertising not targeted at employees of the Employer, its subsidiaries or affiliates, but such general advertising shall not, once a candidate/employee covered by this Section is identified, relieve Employee of her obligations under this Section 7(a).

Employee agrees that prior to or upon commencement of any relationship (including as a director, officer, employee, partner, consultant, agent or advisor) with a new entity to promptly advise such entity in writing of the existence of the requirements of this Section 7 and Employee’s inability to solicit or hire any employee of the Employer, its subsidiaries or its affiliates.  Employer acknowledges that any disclosure of the provisions of this Section 7 by the Employee in accordance herewith shall be an approved disclosure and not in violation of Section 9 hereof.

(b) Employee specifically recognizes and affirms that the provisions of Section 7 are material and essential terms of this Agreement. Employee further acknowledges and agrees that if the non-solicit provision found in Section 7 is determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between Employee and Employer, then Employer shall be entitled to be repaid all of the Restrictive Covenant Payment  

- 3 -

(c) Employee acknowledges and agrees that the Employer will suffer irreparable harm if Employee breaches any of the obligations under this Section 7, and that monetary damages would be impossible to quantify and inadequate to compensate the Employer for such a breach.  Accordingly, Employee agrees that in the event of a breach, or a threatened breach, by Employee of any of the provisions of this Section 7, the Employer shall be entitled to seek, in addition to any other rights, remedies or damages available to the Employer at law or in equity, a temporary and permanent injunction, without having to prove damages, in order to prevent or restrain any such breach, or threatened breach, by Employee, or by any or all of Employee’s partners, employers, employees, servants, agents, representatives and any other Persons directly or indirectly acting for, or on behalf of, or in concert with, Employee, and that the Employer shall be entitled to seek all of its costs and expenses incurred in obtaining such relief including reasonable attorneys’ and client legal costs and disbursements. 

(d) Employee hereby agrees that all restrictions contained in this Section 7 are reasonable, valid and necessary to protect the Employer’s Confidential Information, goodwill and proprietary business interests.  Employee further agrees never to file any lawsuit or claim challenging or otherwise seeking to modify or restrict the non-solicitation provision set forth in Section 7 of this Agreement.  Nevertheless, if any of the aforesaid restrictions is found by a court having jurisdiction to be unreasonable, over broad as time or otherwise unenforceable, the Parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.  If any covenant or provision of this Section 7 is determined to be void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of any other covenant or provision of this Agreement, which shall remain in full force and effect.  The provisions of this Section 7 shall remain in full force and effect notwithstanding the termination of this Agreement for any reason.

8. Employer's Property.  Employee represents that on or promptly following the Date of Termination Employee will return to Employer all written and electronic records, communications, reports, and other materials and data (whether or not they contain Confidential Information), including any copies or reproductions thereof, and all other property or tangible items, such as computer equipment, purchasing cards and telephone cards, that belong to Employer and are in Employee's possession or under Employee's control.  After returning all such property to the Company, Employee shall delete or destroy all electronic copies located on her personal computer, iPad or other handheld device.

9. Confidentiality of Agreement.  Employee agrees not to discuss, disclose or otherwise communicate any of the terms of this Agreement, including without limitation the amounts of the payments or other consideration provided, to anyone except to Employee’s attorney, tax advisor and Employee’s spouse, if any, or as required by law.  Employee understands and agrees that, as a result of this binding promise of strict confidentiality, Employee may not hereafter discuss or otherwise communicate with, among other persons, any of Employer’s current or former employees regarding the terms, including the payments or other consideration, included in this Agreement.  The foregoing restrictions in this Section 9 shall not apply to Employee’s utilization of internal Employer reporting procedures, or with respect to Employee’s communication with federal, state or local governmental agencies as may be legally required or otherwise protected by law.

10. Negative Statements By the Parties.  Employee and Employer shall refrain from publishing any oral or written statements about one another, or any of the Employer’s parents, subsidiaries or affiliates, or any of such entities’ officers, employees, shareholders, investors, directors, agents or representatives that are malicious, obscene, threatening, harassing, intimidating or discriminatory and which are designed to harm any of the foregoing.  The foregoing restrictions in this Section 10 shall not apply to Employee’s utilization of internal Employer reporting procedures, or with respect to Employee’s communication with federal, state or local governmental agencies as may be legally required or otherwise protected by law.  A violation or threatened violation of this Section 10 may be enjoined by the courts.  The rights afforded the Parties, if any, under this provision are in addition to any and all rights and remedies otherwise afforded by law.

11. Cooperation.  For a period of twelve (12) months following the Termination Date, subject to any reasonable limitations on Employee’s availability imposed by a future employer, Employee agrees to provide reasonable cooperation to Employer as reasonably requested by responding to questions, attending meetings, depositions, governmental proceedings and court hearings, and by cooperating with Employer and its accountants and legal counsel with respect to any investigations, claims or litigation or business, accounting, audit, legal or regulatory issues of which Employee has knowledge.  Employer agrees to reimburse Employee for reasonable out-of-pocket

- 4 -

expenses actually incurred for travel, meals and lodging, in accordance with Employer's then existing policies, for providing cooperation specifically requested by Employer.  

12. Non-Admission.  This Agreement, and the payment of money and other consideration provided by Employer under this Agreement, is not an admission or indication of any wrongdoing by Employer or Employee.

13. Entire Agreement.  Employee agrees that this Agreement and Exhibit A hereto constitute the complete agreement between the parties and that no other representations have been made by Employer and that the terms hereof may not be modified except by a written instrument signed by Employer and Employee.  

14. Severability.  In the event that any provision of this Agreement should be held to be void, voidable, or unenforceable, the remaining portions hereof shall remain in full force and effect.

15. Interpretation Under State Law.  This Agreement shall be construed in accordance with, and its performance governed by, the laws of the State of Texas, without regard to its conflict of law principles.

16. Headings.  The headings used in this Agreement are inserted solely for convenience and shall not be used to interpret the meaning of this document.

17. Knowing and Voluntary:  By signing below, Employee knowingly and voluntarily accepts this Agreement and does so of Employee's own free will.

[SIGNATURE PAGE FOLLOWS]

- 5 -

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date set forth below.

SUNOCO, LP
By:	Sunoco GP, LLC, its general partner
	/s/Christopher Curia
	Christopher Curia, EVP & CHRO
Dated:	9/21/15
EMPLOYEE
	/s/Clare P. McGrory
	Clare P. McGrory
Dated:	9/21/15

Please return executed originals of this Agreement by regular mail to Attention: Christopher Curia, Executive Vice President and Chief Human Resources Officer, 8111 Westchester, Suite 600, Dallas, Texas or by email to chris.curia@energytransfer.com

- 6 -

EXHIBIT “A”

SUPPLEMENTAL RELEASE

Reference is made to that certain Non-Solicit/Non-Hire Agreement and Full Release of Claims (the "Agreement") between Sunoco LP and its and their subsidiaries and affiliates (“Sunoco” or “Employer”) and Clare P. McGrory ("Employee") dated as of September 21, 2015 (the “Agreement”). This Supplemental Release (the “Supplemental Release”) is Exhibit A to the Agreement.  All capitalized terms used in this Supplemental Release and not defined herein shall have the meanings set forth for each such term in the Agreement.  By signing this Supplemental Release, Employee reaffirms and acknowledges the terms and conditions of the Agreement.

Employee hereby acknowledges and agrees that Employee voluntarily decided to resign from employment effective October 30, 2015, the Termination Date.  Employee further agrees that the Agreement provides for a Release Payment and a Restrictive Covenant Payment.   Employee shall receive the Release Payment, less required governmental payroll deductions, in exchange for executing the Agreement and this Supplemental Release, and shall not receive separate payments for executing the Agreement and Supplemental Release.

Employee stipulates, agrees, and understands that for and in consideration of the mutual covenants set forth in the Agreement and this Supplemental Release, specifically including the payment set forth in Section 2 of the Agreement, the same being good and valuable consideration, Employee hereby acting of Employee’s own free will, voluntarily and on behalf of  herself, Employee’s heirs, administrators, executors, successors and assigns, RELEASES, ACQUITS and forever DISCHARGES Employer and Employer’s parent entities, specifically including Energy Transfer Equity, L.P., Energy Transfer Partners, L.P., Sunoco, Inc. and its and their respective past and present subsidiaries, affiliates, partners, directors, officers, owners, shareholders, employees, benefit plans, benefit plan fiduciaries, predecessors, joint employers, successor employers and agents, and each of them (collectively "Released Parties"), of and from any and all debts, obligations, claims, counterclaims, demands, judgments, and/or causes of action of any kind whatsoever (whether known or unknown, in tort, contract, at law or in equity, by statute or regulation, or on any basis), that are based on facts occurring at any time before, or at the time of, Employee's signing of this Supplemental Release, for any damages or other remedies of any kind, including, without limitation, direct or indirect, consequential, compensatory, actual, punitive, or any other damages, attorneys' fees, expenses, reimbursements, costs of any kind or reinstatement. This release includes, but is not limited to, any and all rights, claims, demands, and/or causes of action arising out of Employee’s employment or termination from employment with Employer, or relating to purported employment discrimination, retaliation or violations of civil rights, if any, including, but not limited to, claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Age Discrimination in Employment Act ("ADEA"), the Older Workers Benefit Protection Act of 1990, the Employee Retirement Income Security Act, the Americans With Disabilities Act of 1990, Executive Order 11246, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, the Family and Medical Leave Act or any other applicable federal, state, or local statute or ordinance or any other claim, whether statutory or based on common law, arising by reason of Employee’s employment with Employer or the termination of such employment or circumstances related thereto, or by reason of any other matter, cause, or thing whatsoever, from the first date of employment with Employer to the date and time of Employee’s execution of this Supplemental Release.    Notwithstanding the preceding, nothing in this Supplemental Release is intended to waive or otherwise release Employee’s right to: (i) coverage under the Employer’s director and officer insurance policies, if any; (ii) defense and indemnification under the Employer’s organizational documents and/or internal policies or, for events related to her period of employment with the Employer, as may be applicable; (iii) any claims arising from breach of the Agreement by the Employer (including but not limited to claims for compensation and benefits described in Section 3 of the Agreement), and (iv) any claims that cannot be waived by law.

Employee has the right to consider this Supplemental Release for a period of forty-five (45) days following Employee’s Termination Date.  Employee may choose to sign this Supplemental Release prior to the expiration of the forty-five (45) day period, but is not required to do so.  Employee may not execute this Supplemental Release before the Termination Date or after the forty-sixth day following the Termination Date has expired.  If Employee executes this Supplemental Release before the Termination Date or after the forty-sixth day following the Termination Date has expired, this Supplemental Release and the Agreement shall not be effective or enforceable.

Once Employee signs the Supplemental Release, Employee shall have a period of seven (7) days following the date Employee signs the Supplemental Release to revoke the Supplemental Release.  To revoke this Supplemental Release, Employee must notify Employer by providing written notice to Christopher Curia, Executive Vice President and Chief Human Resources Officer, 8111 Westchester, Suite 600, Dallas, Texas, or by email to chris.curia@energytransfer.com, prior to the expiration of the seven (7) day revocation period.  

Employer hereby advises Employee to consult with an attorney concerning this Supplemental Release prior to signing the Supplemental Release.

- 7 -

Neither the Agreement nor this Supplemental Release shall become effective or enforceable until all of the following events have occurred: (i) the seven-day period provided for in Section 4 of the Agreement has expired without Employee revoking the Agreement; (ii) Employee has returned the original fully executed (signed) Agreement to Christopher Curia, Executive Vice President and Chief Human Resources Officer, 8111 Westchester, Suite 600, Dallas, Texas, or by email to chris.curia@energytransfer.com; (iii) the seven-day revocation period provided for in this Supplemental Release has expired without Employee revoking the Supplemental Release; and (iv) Employee has returned the original fully executed (signed) Supplemental Release to Christopher Curia, Executive Vice President and Chief Human Resources Officer, 8111 Westchester, Suite 600, Dallas, Texas, or by email to chris.curia@energytransfer.com.  

Employee represents that Employee has returned to Employer all written and electronic records, communications, reports, and other materials and data, including any copies, and also all other tangible items, such as computer equipment, purchasing cards and telephone cards, that belong to Employer and are in Employee's possession or under Employee's control.  

[SIGNATURE PAGE FOLLOWS]

- 8 -

IN WITNESS WHEREOF, the parties have executed this Supplemental Release effective as of the Effective Date.

SUNOCO, LP
By:	Sunoco GP, LLC, its general partner
	Christopher Curia, EVP & CHRO
Dated:
EMPLOYEE
	Clare P. McGrory
Dated:

Please return executed originals of this Supplemental Release by regular mail to Attention: Christopher Curia, Executive Vice President and Chief Human Resources Officer, 8111 Westchester, Suite 600, Dallas, Texas or by email to chris.curia@energytransfer.com

- 9 -

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Robert W. Owens, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sunoco LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I (as the principal executive officer and person performing functions similar to that of the principal financial officer) am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2015	/s/ Robert W. Owens
	Robert W. Owens
	President and Chief Executive Officer of Sunoco GP LLC
	(the general partner of Sunoco LP)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of Sunoco LP (the “Partnership”) for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert W. Owens, as President and Chief Executive Officer of Sunoco GP LLC, the general partner of the Partnership, and as the person performing functions similar to that of the principal financial officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: November 6, 2015	/s/ Robert W. Owens
	Robert W. Owens
	President and Chief Executive Officer of Sunoco GP LLC
	(the general partner of Sunoco LP)

This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

XML

Partners' Capital (Tables)

9 Months Ended

Sep. 30, 2015

Partners Capital [Abstract]

Schedule of Net Income Allocation By Partners

The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):

Attributable to Common Units

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015			January 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor		Successor						Predecessor			Successor
Distributions (a)	$	—	$	9,447		$	39,039		$	11,297		$	9,447		$	76,172
Distributions in excess of income		1,398		(10,457	)		(24,035	)		(29	)		(10,457	)		(44,349	)
Limited partners' interest in net income	$	1,398	$	(1,010	)	$	15,004		$	11,268		$	(1,010	)	$	31,823

Attributable to Subordinated Units

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015			January 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor		Successor						Predecessor			Successor
Distributions (a)	$	—	$	9,349		$	8,154		$	11,207		$	9,349		$	22,796
Distributions in excess of income		1,385		(10,350	)		(4,404	)		(29	)		(10,350	)		(11,564	)
Limited partners' interest in net income	$	1,385	$	(1,001	)	$	3,750		$	11,178		$	(1,001	)	$	11,232
(a) Distributions declared per unit to unitholders as of record date	$	—	$	0.5457		$	0.7454		$	1.0218		$	0.5457		$	2.0838

For the periods presented prior to July 31, 2015, our subordinate units were held by Susser.  Beginning on July 31, 2015, in connection with the closing of the Susser Acquisition, the outstanding units held by Susser were converted into Class A units and 10,939,436 new subordinate units were issued to ETP.

Schedule of Incentive Distribution Rights to Limited Partners

		Marginal percentage interest in distributions
	Total quarterly distribution per unit target amount	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	%

Distributions Made to Limited Partner, by Distribution

The following table summarizes the cash distributions paid or declared during 2015.

Payment Date	Per Unit Distribution		Total Cash Distribution		Distribution to IDR Holders
			( in thousands)
November 27, 2015	$	0.7454	$	47,194	$	8,441
August 28, 2015	$	0.6934	$	28,661	$	3,362
May 29, 2015	$	0.6450	$	23,113	$	1,449
February 27, 2015	$	0.6000	$	21,023	$	891

XML

Long-Term Debt (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Sale leaseback financing obligation	$ 123,093,000	$ 126,643,000
Senior term loan on Uphoff properties	54,793,000	56,452,000
Capital lease obligations	344,000	494,000
Total debt	2,457,208,000	1,105,976,000
Less: current maturities	13,762,000	13,772,000
Long-term debt, net of current maturities	2,443,446,000	1,092,204,000
2014 Revolver [Member]
Debt Instrument [Line Items]
Line of credit	875,000,000	683,378,000
6.375% Senior Notes Due 2023 [Member]
Debt Instrument [Line Items]
Senior notes	800,000,000
5.500% Senior Notes Due 2020 [Member]
Debt Instrument [Line Items]
Senior notes	600,000,000
Notes Payable, Bearing Interest at 6% and 4% [Member]
Debt Instrument [Line Items]
Notes payable	3,532,000	3,552,000
Notes Payable, Bearing Interest at 7% [Member]
Debt Instrument [Line Items]
Notes payable	446,000	457,000
Promissory Note with ETP [Member]
Debt Instrument [Line Items]
Line of credit	$ 0
Notes payable		$ 235,000,000

XML

Inventories-Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2015	Dec. 31, 2014
Inventory Disclosure [Abstract]
Inventory Write-down/ Write-up	$ 48,428	$ 94,547	$ 34,281	$ 205,300

XML

Segment Reporting - Additional Information (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2015 Segment State	Dec. 31, 2014 Segment
Segment Reporting Information [Line Items]
Number of operating segments	1	1
Wholesale Segment [Member]
Segment Reporting Information [Line Items]
Number of states in which entity operates | State	30
Predecessor [Member]
Segment Reporting Information [Line Items]
Number of operating segments	2

XML

Long-Term Debt (5.500% Senior Notes Due 2020) (Details) - USD ($) $ in Thousands		9 Months Ended
	Jul. 20, 2015	Sep. 30, 2015
Debt Instrument [Line Items]
Proceeds from issuance of Senior Notes		$ 1,400,000
Senior Notes [Member] | 5.500% Senior Notes Due 2020 [Member]
Debt Instrument [Line Items]
Face amount	$ 600,000
Debt Instrument, Interest Rate, Stated Percentage	5.50%
Senior notes due date	Aug. 01, 2020
Proceeds from issuance of Senior Notes	$ 592,500

XML

Variable Interest Entities (Details) $ in Millions	Sep. 30, 2015 USD ($) site
Equity Method Investments And Joint Ventures [Abstract]
Number of Sites from Variable Interest Entities | site	37
Total Debt Assumption Rights of Variable Interest Entities	$ 54.3
Gross Purchase Option	$ 21.2
Number of leases from variable interest entities | site	33

XML

Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2015

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived and Indefinite-Lived Intangible Assets

The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill (in thousands):

	December 31, 2014						September 30, 2015
	Gross						Gross
	Carrying		Accumulated		Net Book		Carrying		Accumulated		Net Book
	Amount		Amortization		Value		Amount		Amortization		Value
Indefinite-lived
Tradenames	$	498,937	$	6,508	$	492,429	$	493,058	$	6,508	$	486,550
Franchise rights		329		—		329		—		—		—
Contractual rights		—		—		—		24,000		—		24,000
Liquor licenses		16,000		—		16,000		16,000		—		16,000
Finite-lived
Customer relations including supply agreements		447,821		98,602		349,219		535,405		134,504		400,901
Favorable leasehold arrangements, net		25,530		1,158		24,372		25,794		1,412		24,382
Loan origination costs		7,611		381		7,230		28,068		1,691		26,377
Other intangibles		4,604		728		3,876		3,675		1,294		2,381
Intangible assets, net	$	1,000,832	$	107,377	$	893,455	$	1,126,000	$	145,409	$	980,591

XML

Related-Party Transactions (Details) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2014 USD ($)	Aug. 31, 2014 USD ($)	Sep. 30, 2015 USD ($)	Aug. 31, 2014 USD ($)	Sep. 30, 2015 USD ($) $ / gal	Dec. 31, 2014 USD ($)
Related Party Transaction [Line Items]
Distribution agreement term					10 years
Profit margin | $ / gal					0.04
Motor fuel sales to affiliates	$ 271,726		$ 500,362		$ 1,391,145
Bulk fuel purchases from ETP	359,890		549,027		1,965,259
Receivables from affiliates			25,222		25,222	$ 4,941
Accounts payable to affiliates			$ 35,449		$ 35,449	56,969
Predecessor [Member]
Related Party Transaction [Line Items]
Motor fuel sales to affiliates		$ 571,755		$ 2,200,394
PES [Member]
Related Party Transaction [Line Items]
Offtake contract agreement term					1 year
PES [Member] | Sunoco, Inc.
Related Party Transaction [Line Items]
Non-operating noncontrolling interest			33.00%		33.00%
Susser [Member]
Related Party Transaction [Line Items]
Distribution agreement term					10 years
Profit margin | $ / gal					0.03
Affiliated Entity
Related Party Transaction [Line Items]
Motor fuel sales to affiliates	$ 271,726		$ 500,362		$ 1,391,145
Receivables from affiliates			25,200		25,200	4,900
Affiliated Entity | Sunoco LLC [Member]
Related Party Transaction [Line Items]
Receivables from affiliates			242,600		242,600	396,400
Affiliated Entity | Predecessor [Member]
Related Party Transaction [Line Items]
Motor fuel sales to affiliates		571,755		2,200,394
Allocated cost of employees		$ 3,040		$ 4,768
Affiliated Entity | E T P
Related Party Transaction [Line Items]
Accounts payable to affiliates			$ 35,400		$ 35,400	$ 57,000

XML

Long-Term Debt (Revolving Credit Agreement) (Details) - USD ($)	Sep. 25, 2014	Sep. 30, 2015	Apr. 10, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Revolving line of credit		$ 875,000,000		$ 683,378,000
Revolving Credit Agreement [Member] | 2014 Revolver [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 1,250,000,000		$ 1,500,000,000
Line of credit expiration date	Sep. 25, 2019
Line of Credit Facility, Additional Borrowing Capacity	$ 250,000,000		$ 250,000,000
Revolving line of credit		875,000,000
Letters of Credit Outstanding, Amount		11,800,000
Current borrowing capacity		$ 613,200,000
Revolving Credit Agreement [Member] | Predecessor [Member] | 2012 Revolver [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 400,000,000

XML

Segment Reporting (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Retail motor fuel sales	$ 350,689	$ 854,140	$ 2,538,495
Wholesale motor fuel sales to third parties	1,021,267	2,664,186	8,021,741
Wholesale motor fuel sales to affiliates	271,726	500,362	1,391,145
Merchandise sales	115,070	429,891	1,195,306
Rental income	2,531	18,411	54,202
Other income	9,300	20,327	59,834
Intersegment sales	0	0	0
Total revenues	1,770,583	4,487,317	13,260,723
Gross Profit, Motor Fuel - Retail	24,151	113,508	256,608
Gross profit, Motor Fuel - Wholesale	(7,432)	87,606	363,973
Gross Profit, Merchandise	36,979	142,527	394,076
Gross Profit, Rental and other	11,405	37,506	110,291
Gross profit	65,103	381,147	1,124,948
Total operating expenses	84,192	296,258	851,744
Income from operations	(19,089)	84,889	273,204
Interest expense, net	(3,371)	(28,517)	(57,692)
Income before income taxes	(22,460)	56,372	215,512
Income tax expense	(980)	(28,972)	(43,657)
Net income (loss) and comprehensive income (loss)	(23,440)	27,400	171,855
Depreciation, amortization and accretion	13,309	45,601	144,128
Interest expense, net	3,371	28,517	57,692
Net income tax expense	980	28,972	43,657
EBITDA	(5,780)	130,490	417,332
Non-cash unit based compensation	2,503	1,894	3,529
Loss (gain) on disposal of assets	(34)	696	1,531
Unrealized loss on commodity derivatives	358	735	2,927
Inventory fair value adjustments	48,428	94,547	34,281	$ 205,300
Adjusted EBITDA	45,475	228,362	459,600
Capital expenditures	20,123	94,506	257,729
Total assets	5,843,127	6,179,593	6,179,593	$ 6,161,244
Operating Segments [Member] | Wholesale Segment [Member]
Segment Reporting Information [Line Items]
Retail motor fuel sales	0	0	0
Wholesale motor fuel sales to third parties	1,021,267	2,664,186	8,021,741
Wholesale motor fuel sales to affiliates	271,726	500,362	1,391,145
Merchandise sales	0	0	0
Rental income	2,286	11,332	34,328
Other income	3,908	12,054	35,438
Intersegment sales	5,994	101,960	310,229
Total revenues	1,305,181	3,289,894	9,792,881
Gross Profit, Motor Fuel - Retail	0	0	0
Gross profit, Motor Fuel - Wholesale	(7,432)	87,606	363,973
Gross Profit, Merchandise	0	0	0
Gross Profit, Rental and other	5,769	27,787	66,021
Gross profit	(1,663)	115,393	429,994
Total operating expenses	24,699	90,169	249,060
Income from operations	(26,362)	25,224	180,934
Interest expense, net	(974)	(12,338)	(31,859)
Income before income taxes	(27,336)	12,886	149,075
Income tax expense	(971)	(39)	(898)
Net income (loss) and comprehensive income (loss)	(28,307)	12,847	148,177
Depreciation, amortization and accretion	5,258	13,571	47,821
Interest expense, net	974	12,338	31,859
Net income tax expense	971	39	898
EBITDA	(21,104)	38,795	228,755
Non-cash unit based compensation	422	1,398	2,359
Loss (gain) on disposal of assets	(89)	920	1,069
Unrealized loss on commodity derivatives	358	735	2,927
Inventory fair value adjustments	47,535	87,307	32,201
Adjusted EBITDA	27,122	129,155	267,311
Capital expenditures	16,093	7,127	103,191
Total assets	2,393,498	2,178,807	2,178,807
Operating Segments [Member] | Retail Segment [Member]
Segment Reporting Information [Line Items]
Retail motor fuel sales	350,689	854,140	2,538,495
Wholesale motor fuel sales to third parties	0	0	0
Wholesale motor fuel sales to affiliates	0	0	0
Merchandise sales	115,070	429,891	1,195,306
Rental income	245	7,079	19,874
Other income	5,392	8,273	24,396
Intersegment sales	0	0	0
Total revenues	471,396	1,299,383	3,778,071
Gross Profit, Motor Fuel - Retail	24,151	113,508	256,608
Gross profit, Motor Fuel - Wholesale	0	0	0
Gross Profit, Merchandise	36,979	142,527	394,076
Gross Profit, Rental and other	5,636	9,719	44,270
Gross profit	66,766	265,754	694,954
Total operating expenses	59,493	206,089	602,684
Income from operations	7,273	59,665	92,270
Interest expense, net	(2,397)	(16,179)	(25,833)
Income before income taxes	4,876	43,486	66,437
Income tax expense	(9)	(28,933)	(42,759)
Net income (loss) and comprehensive income (loss)	4,867	14,553	23,678
Depreciation, amortization and accretion	8,051	32,030	96,307
Interest expense, net	2,397	16,179	25,833
Net income tax expense	9	28,933	42,759
EBITDA	15,324	91,695	188,577
Non-cash unit based compensation	2,081	496	1,170
Loss (gain) on disposal of assets	55	(224)	462
Unrealized loss on commodity derivatives	0	0	0
Inventory fair value adjustments	893	7,240	2,080
Adjusted EBITDA	18,353	99,207	192,289
Capital expenditures	4,030	87,379	154,538
Total assets	3,449,629	4,000,786	4,000,786
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Intersegment sales	(5,994)	(101,960)	(310,229)
Total revenues	$ (5,994)	$ (101,960)	$ (310,229)

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Net Income per Unit

9 Months Ended

Sep. 30, 2015

Net Income Per Unit [Abstract]

Net Income per Unit

19. Net Income per Unit

Net income per unit applicable to limited partners (including subordinated unitholders) is computed by dividing limited partners’ interest in net income by the weighted-average number of outstanding common and subordinated units. Our net income is allocated to the limited partners in accordance with their respective partnership percentages, after giving effect to any priority income allocations for incentive distributions and distributions on employee unit awards. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit.

In addition to the common and subordinated units, we identify the IDRs as participating securities and use the two-class method when calculating net income per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, consisting of unvested phantom units. Basic and diluted net income per unit applicable to subordinated limited partners are the same because there are no potentially dilutive subordinated units outstanding.

We also disclose limited partner units issued and outstanding. A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows (in thousands, except units and per unit amounts):

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015
	Predecessor		Successor
Net income (loss) and comprehensive income (loss)	$	2,783	$	(23,440	)	$	27,400
Less: Net loss and comprehensive loss attributable to noncontrolling interest		—		—			(12,142	)
Less: Preacquisition income (loss) allocated to general partner		—		(21,684	)		11,998
Net income (loss) and comprehensive income (loss) attributable to partners		2,783		(1,756	)		27,544
Less: Incentive distribution rights		—		255			8,441
Less: Distributions on nonvested phantom unit awards		—		—			349
Limited partners’ interest in net income (loss)	$	2,783	$	(2,011	)	$	18,754
Weighted average limited partner units outstanding:
Common - basic		11,037,282		11,053,799			43,772,026
Common - equivalents		18,702		—			116
Common - diluted		11,055,984		11,053,799			43,772,142
Subordinated - basic and diluted		10,939,436		10,939,436			10,939,436
Net income (loss) per limited partner unit:
Common - basic and diluted	$	0.13	$	(0.09	)	$	0.30
Subordinated - basic and diluted	$	0.13	$	(0.09	)	$	0.52

	January 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor		Successor
Net income (loss) and comprehensive income (loss)	$	22,510	$	(23,440	)	$	171,855
Less: Net income and comprehensive income attributable to noncontrolling interest		—		—			49,788
Less: Preacquisition income (loss) allocated to general partner		—		(21,684	)		64,789
Net income (loss) and comprehensive income (loss) attributable to partners		22,510		(1,756	)		57,278
Less: Incentive distribution rights		64		255			13,252
Less: Distributions on nonvested phantom unit awards		—		—			971
Limited partners’ interest in net income (loss)	$	22,446	$	(2,011	)	$	43,055
Weighted average limited partner units outstanding:
Common - basic		11,023,617		11,053,799			30,994,016
Common - equivalents		25,128		—			116
Common - diluted		11,048,745		11,053,799			30,994,132
Subordinated - basic and diluted		10,939,436		10,939,436			10,939,436
Net income (loss) per limited partner unit:
Common - basic and diluted	$	1.02	$	(0.09	)	$	0.96
Subordinated - basic and diluted	$	1.02	$	(0.09	)	$	1.21

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Property And Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,475,490	$ 2,170,802
Less: accumulated depreciation	(177,486)	(89,676)
Property and equipment, net	2,298,004	2,081,126
Land [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	756,030	667,323
Buildings and leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	957,927	866,062
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	708,255	541,397
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 53,278	$ 96,020

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Net Income per Unit (Tables)

9 Months Ended

Sep. 30, 2015

Net Income Per Unit [Abstract]

Schedule of Net Income per Unit, Basic and Diluted

We also disclose limited partner units issued and outstanding. A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows (in thousands, except units and per unit amounts):

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015
	Predecessor		Successor
Net income (loss) and comprehensive income (loss)	$	2,783	$	(23,440	)	$	27,400
Less: Net loss and comprehensive loss attributable to noncontrolling interest		—		—			(12,142	)
Less: Preacquisition income (loss) allocated to general partner		—		(21,684	)		11,998
Net income (loss) and comprehensive income (loss) attributable to partners		2,783		(1,756	)		27,544
Less: Incentive distribution rights		—		255			8,441
Less: Distributions on nonvested phantom unit awards		—		—			349
Limited partners’ interest in net income (loss)	$	2,783	$	(2,011	)	$	18,754
Weighted average limited partner units outstanding:
Common - basic		11,037,282		11,053,799			43,772,026
Common - equivalents		18,702		—			116
Common - diluted		11,055,984		11,053,799			43,772,142
Subordinated - basic and diluted		10,939,436		10,939,436			10,939,436
Net income (loss) per limited partner unit:
Common - basic and diluted	$	0.13	$	(0.09	)	$	0.30
Subordinated - basic and diluted	$	0.13	$	(0.09	)	$	0.52

	January 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor		Successor
Net income (loss) and comprehensive income (loss)	$	22,510	$	(23,440	)	$	171,855
Less: Net income and comprehensive income attributable to noncontrolling interest		—		—			49,788
Less: Preacquisition income (loss) allocated to general partner		—		(21,684	)		64,789
Net income (loss) and comprehensive income (loss) attributable to partners		22,510		(1,756	)		57,278
Less: Incentive distribution rights		64		255			13,252
Less: Distributions on nonvested phantom unit awards		—		—			971
Limited partners’ interest in net income (loss)	$	22,446	$	(2,011	)	$	43,055
Weighted average limited partner units outstanding:
Common - basic		11,023,617		11,053,799			30,994,016
Common - equivalents		25,128		—			116
Common - diluted		11,048,745		11,053,799			30,994,132
Subordinated - basic and diluted		10,939,436		10,939,436			10,939,436
Net income (loss) per limited partner unit:
Common - basic and diluted	$	1.02	$	(0.09	)	$	0.96
Subordinated - basic and diluted	$	1.02	$	(0.09	)	$	1.21

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Interest Expense And Interest Income (Tables)

9 Months Ended

Sep. 30, 2015

Interest Income Expense Net [Abstract]

Schedule of Interest Expense and Interest Income

The components of net interest expense are as follows (in thousands):

	July 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015			January 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor			Successor						Predecessor			Successor
Interest expense (1)	$	1,420		$	1,783		$	27,918		$	4,516		$	1,783		$	57,501
Amortization of loan costs		87			1,606			1,089			313			1,606			2,291
Interest income		(16	)		(18	)		(490	)		(62	)		(18	)		(2,100	)
Interest expense, net	$	1,491		$	3,371		$	28,517		$	4,767		$	3,371		$	57,692

(1) Interest expense related to the VIEs is approximately $0.8 million, $2.3 million, and $7.0 million for the one month ended September 2014 and the three and nine months ended September 30, 2015.

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Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014	Dec. 16, 2014
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Goodwill	$ 1,799,044,000	$ 1,854,436,000
Impairment in goodwill	0	0
Finite-lived intangible assets, Gross carrying amount	1,126,000,000	1,000,832,000
Finite-lived intangible assets, Accumulated amortization	145,409,000	107,377,000
Intangible assets, net	$ 980,591,000	893,455,000
Trade Names [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Useful life	30 years
Other Indefinite-lived Intangible Assets, Gross Carrying Amount	$ 493,058,000	498,937,000
Other Indefinite-lived Intangible Assets, Accumulated Amortization	6,508,000	6,508,000
Other Indefinite-lived Intangible Assets	486,550,000	492,429,000
Franchise Rights [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Other Indefinite-lived Intangible Assets		329,000
Contractual Rights [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Other Indefinite-lived Intangible Assets	24,000,000
Liquor Licenses [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Other Indefinite-lived Intangible Assets	16,000,000	16,000,000
Customer Relations And Supply Agreements [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Finite-lived intangible assets, Gross carrying amount	535,405,000	447,821,000
Finite-lived intangible assets, Accumulated amortization	134,504,000	98,602,000
Finite-lived intangible assets, Net	$ 400,901,000	349,219,000
Favorable leasehold arrangements, net [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Useful life	15 years
Finite-lived intangible assets, Gross carrying amount	$ 25,794,000	25,530,000
Finite-lived intangible assets, Accumulated amortization	1,412,000	1,158,000
Finite-lived intangible assets, Net	24,382,000	24,372,000
Loan origination costs
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Finite-lived intangible assets, Gross carrying amount	28,068,000	7,611,000
Finite-lived intangible assets, Accumulated amortization	1,691,000	381,000
Finite-lived intangible assets, Net	26,377,000	7,230,000
Other [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Finite-lived intangible assets, Gross carrying amount	3,675,000	4,604,000
Finite-lived intangible assets, Accumulated amortization	1,294,000	728,000
Finite-lived intangible assets, Net	$ 2,381,000	$ 3,876,000
Minimum [Member] | Customer Relations And Supply Agreements [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Useful life	5 years
Maximum [Member] | Customer Relations And Supply Agreements [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Useful life	20 years
Aloha Petroleum, Ltd [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Goodwill			$ 105,698,000
Goodwill, acquired during period	$ 49,100,000
ETP Merger Valuation [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
Goodwill, acquired during period	$ 15,100,000

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Partners' Capital (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended		2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Aug. 28, 2015	May. 29, 2015	Feb. 27, 2015	Aug. 29, 2014	Jul. 31, 2015	Sep. 30, 2014	Aug. 31, 2014	Sep. 30, 2015	Aug. 31, 2014	Sep. 30, 2015	Dec. 31, 2014
Schedule of Partners' Capital [Line Items]
Distributions declared per unit to unitholders as of record date						$ 0.5457		$ 0.7454		$ 2.0838
Total Cash Distribution										$ 47,194
Percentage of membership interest acquired					100.00%
Total Cash Distribution	$ 28,661	$ 23,113	$ 21,023							$ 64,797
November [27], 2015 [Member]
Schedule of Partners' Capital [Line Items]
Per Unit Distribution										$ 0.7454
Payment Date										Nov. 27, 2015
August 28, 2015 [Member]
Schedule of Partners' Capital [Line Items]
Per Unit Distribution										$ 0.6934
Payment Date								2015-08		2015-08
May 29, 2015 [Member]
Schedule of Partners' Capital [Line Items]
Per Unit Distribution										$ 0.6450
Payment Date								2015-05		2015-05
February 27, 2015 [Member]
Schedule of Partners' Capital [Line Items]
Per Unit Distribution										$ 0.6000
Payment Date								2015-02		2015-02
Minimum Quarterly Distribution [Member]
Schedule of Partners' Capital [Line Items]
Incentive Distribution Quarterly Distribution Target Amount										$ 0.4375
First Target Distribution [Member] | Minimum [Member]
Schedule of Partners' Capital [Line Items]
Incentive Distribution Quarterly Distribution Target Amount										0.4375
First Target Distribution [Member] | Maximum [Member]
Schedule of Partners' Capital [Line Items]
Incentive Distribution Quarterly Distribution Target Amount										0.503125
Second Target Distribution [Member] | Minimum [Member]
Schedule of Partners' Capital [Line Items]
Incentive Distribution Quarterly Distribution Target Amount										0.503125
Second Target Distribution [Member] | Maximum [Member]
Schedule of Partners' Capital [Line Items]
Incentive Distribution Quarterly Distribution Target Amount										0.546875
Third Target Distribution [Member] | Minimum [Member]
Schedule of Partners' Capital [Line Items]
Incentive Distribution Quarterly Distribution Target Amount										0.546875
Third Target Distribution [Member] | Maximum [Member]
Schedule of Partners' Capital [Line Items]
Incentive Distribution Quarterly Distribution Target Amount										0.656250
Distributions Thereafter [Member] | Minimum [Member]
Schedule of Partners' Capital [Line Items]
Incentive Distribution Quarterly Distribution Target Amount										$ 0.656250
Predecessor [Member]
Schedule of Partners' Capital [Line Items]
Distributions declared per unit to unitholders as of record date							$ 0		$ 1.0218
Class A Units [Member]
Schedule of Partners' Capital [Line Items]
Total Cash Distribution								$ 3,600
Class A distributions declared per unit								$ 0.3279
Common Units [Member]
Schedule of Partners' Capital [Line Items]
Distributions						$ 9,447		$ 39,039		$ 76,172
Distributions in excess of income						(10,457)		(24,035)		(44,349)
Limited partners' interest in net income						(1,010)		$ 15,004		$ 31,823
Partners' capital account, converted units										79,308
Common Units [Member] | Minimum Quarterly Distribution [Member]
Schedule of Partners' Capital [Line Items]
Marginal percentage interest in distributions										100.00%
Common Units [Member] | First Target Distribution [Member]
Schedule of Partners' Capital [Line Items]
Marginal percentage interest in distributions										100.00%
Common Units [Member] | Second Target Distribution [Member]
Schedule of Partners' Capital [Line Items]
Marginal percentage interest in distributions										85.00%
Common Units [Member] | Third Target Distribution [Member]
Schedule of Partners' Capital [Line Items]
Marginal percentage interest in distributions										75.00%
Common Units [Member] | Distributions Thereafter [Member]
Schedule of Partners' Capital [Line Items]
Marginal percentage interest in distributions										50.00%
Common Units [Member] | Predecessor [Member]
Schedule of Partners' Capital [Line Items]
Distributions									$ 11,297
Distributions in excess of income							$ 1,398		(29)
Limited partners' interest in net income							1,398		11,268
Common Units [Member] | Class A Units [Member]
Schedule of Partners' Capital [Line Items]
Partners' capital account, converted units										79,308
Subordinated Units [Member]
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding								10,939,436		10,939,436	10,939,436
Distributions						9,349		$ 8,154		$ 22,796
Distributions in excess of income						(10,350)		(4,404)		(11,564)
Limited partners' interest in net income						$ (1,001)		$ 3,750		$ 11,232
Partners' capital account, converted units										10,939,436
Total Cash Distribution										$ 8,441
Total Cash Distribution	$ 3,362	$ 1,449	$ 891
Subordinated Units [Member] | Minimum Quarterly Distribution [Member]
Schedule of Partners' Capital [Line Items]
Marginal percentage interest in distributions										0.00%
Subordinated Units [Member] | First Target Distribution [Member]
Schedule of Partners' Capital [Line Items]
Marginal percentage interest in distributions										0.00%
Subordinated Units [Member] | Second Target Distribution [Member]
Schedule of Partners' Capital [Line Items]
Marginal percentage interest in distributions										15.00%
Subordinated Units [Member] | Third Target Distribution [Member]
Schedule of Partners' Capital [Line Items]
Marginal percentage interest in distributions										25.00%
Subordinated Units [Member] | Distributions Thereafter [Member]
Schedule of Partners' Capital [Line Items]
Marginal percentage interest in distributions										50.00%
Subordinated Units [Member] | Predecessor [Member]
Schedule of Partners' Capital [Line Items]
Distributions									11,207
Distributions in excess of income							1,385		(29)
Limited partners' interest in net income							$ 1,385		$ 11,178
Subordinated Units [Member] | Class A Units [Member]
Schedule of Partners' Capital [Line Items]
Partners' capital account, converted units										10,939,436
Common Units - Public [Member]
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding								25,536,329		25,536,329	20,036,329
Parent Company [Member]
Schedule of Partners' Capital [Line Items]
Ownership Percentage				50.10%				50.80%		50.80%
Percentage of membership interest acquired				100.00%
Parent Company [Member] | Class A Units [Member]
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding								11,018,744		11,018,744
Parent Company [Member] | Common Units [Member]
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding								26,837,310		26,837,310
Parent Company [Member] | Subordinated Units [Member]
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding								10,939,436		10,939,436
Parent Company [Member] | Common Units - Public [Member]
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding								25,536,329		25,536,329
E T P | Subordinated Units [Member] | Class A Units [Member]
Schedule of Partners' Capital [Line Items]
Partners' capital account, converted units					10,939,436
Energy Transfer Partners Limited Partnership [Member]
Schedule of Partners' Capital [Line Items]
Limited Partners' Capital Account, Units Outstanding					21,000,000

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Long-Term Debt (Promissory Note with ETP) (Details) - Promissory Note with ETP [Member] - USD ($)		9 Months Ended
	Aug. 29, 2014	Sep. 30, 2015
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 350,000,000
Line of credit expiration date	Dec. 31, 2017
Debt instrument, description of variable rate basis		Borrowings under the promissory note accrued interest at a rate equal to the three month London interbank offer rate plus 1.5%.
Debt instrument, basis spread on variable rate	1.50%
Line of credit amount outstanding		$ 0
Cancellation of line of credit facility	$ 255,000,000

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Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for doubtful accounts	$ (4,046)	$ (3,980)
Accounts receivable, net	317,840	257,065
Trade Accounts Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	223,156	193,199
Credit Card Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	50,282	37,277
Vendor receivables for rebates, branding and other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	16,380	16,536
Other Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross, current	$ 32,068	$ 14,033

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Merger and Acquisitions

9 Months Ended

Sep. 30, 2015

Business Combinations [Abstract]

Mergers and Acquisitions

3. Mergers and Acquisitions

ETP Merger

As a result of the ETP Merger, we became a consolidated entity of ETP and applied “push down” accounting that required our assets and liabilities to be adjusted to fair value as of August 29, 2014, the date of the merger. Due to the application of "push down" accounting, our consolidated financial statements and certain footnote disclosures are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented. The periods prior to the ETP Merger are identified as “Predecessor” and the period after the ETP Merger is identified as “Successor”. For accounting purposes, management has designated the ETP Merger date as August 31, 2014, as the operating results and change in financial position for the intervening period is not material.

Management, with the assistance of a third party valuation firm, has determined the fair value of our assets and liabilities as of August 31, 2014. We determined the value of goodwill by giving consideration to the following qualitative factors:

• synergies created from a reduction in workforce;

• synergies created through increased fuel purchasing advantages, merchandising and improved “buying power” reflecting economies of scale; and

• the consideration of the highest and best use of the assets through discussion among the management group, the qualitative characteristics of the assets acquired, observations from past transactions within the industry regarding the use of assets subsequent to the respective acquisitions, and senior management’s future plans for the assets acquired and the related forecasts.

Our identifiable intangible assets consist primarily of dealer relationships, the fair value of which were determined by applying a discounted cash flow approach which was adjusted for customer attrition assumptions and projected market conditions. The amount of goodwill recorded represents the excess of our enterprise value over the fair value of our assets and liabilities. In connection with the finalization of the ETP Merger valuation, an adjustment of $15.1 million was made to reduce the amounts of goodwill and deferred tax liability, and increase property and equipment.

The following table summarizes the final "push down" accounting allocation to our assets and liabilities as of the date presented (in thousands):

	August 31, 2014
Current assets	$	171,434
Property and equipment		274,510
Goodwill		574,876
Intangible assets		70,473
Other noncurrent assets		811
Current liabilities		(150,657	)
Other noncurrent liabilities		(245,663	)
Net assets	$	695,784

Acquisitions

MACS Acquisition

On October 1, 2014, we acquired 100% of the membership interests of MACS from ETP for a total consideration of approximately $768.0 million, subject to certain working capital adjustments. The consideration paid consisted of 3,983,540 newly issued Partnership common units and $566.0 million in cash. We initially financed the cash portion of the MACS acquisition by utilizing availability under the 2014 Revolver (as defined below). A portion of the 2014 Revolver borrowing was repaid during the fourth quarter of 2014, using cash from proceeds of an equity offering. MACS has been determined to be the primary beneficiary of certain variable interest entities, and therefore the Partnership consolidates these variable interest entities.

The assets owned by MACS include approximately 100 company-operated retail convenience stores and 200 dealer-operated and consignment sites that were previously acquired by ETP. The combined portfolio includes locations in Virginia, Maryland, Tennessee and Georgia. This was the first transaction completed in a series of previously announced drop-down plans by which ETP intends to transfer its retail and fuel distribution businesses to the Partnership. The acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized the acquired assets and assumed liabilities at their respective carrying values and no additional goodwill was created. The Partnership's results of operations include MACS' results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of MACS from August 31, 2014.

The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, including initial tax accounting related to the transaction (in thousands):

	August 31, 2014
Current assets	$	96,749
Property and equipment		463,772
Goodwill		118,610
Intangible assets		90,676
Other noncurrent assets		48,913
Current liabilities		(45,151	)
Other noncurrent liabilities		(186,661	)
Net assets		586,908
Net deemed contribution		(21,095	)
Cash acquired		(60,798	)
Total cash consideration, net of cash acquired	$	505,015

Goodwill acquired in connection with the MACS acquisition is deductible for tax purposes.

Aloha Acquisition

On December 16, 2014, we completed the acquisition of 100% of the stock of Aloha, the largest independent gasoline marketer and one of the largest convenience store operators in Hawaii, with an extensive wholesale fuel distribution network and six fuel storage terminals on the islands. Aloha currently markets through approximately 100 Aloha, Shell, and Mahalo branded fuel stations throughout the state, about half of which are company operated. The adjusted purchase price for Aloha was approximately $267.0 million in cash, subject to a post-closing earn-out we have estimated at $18.3 million, and certain post-closing adjustments, and before transaction costs and other expenses totaling $2.8 million. As of December 31, 2014, we have recorded on our consolidated balance sheet under other non-current liabilities the $18.3 million contingent consideration, which we based on the internal evaluation of the earnings level that Aloha is expected to achieve during the earnout period of December 16, 2014 through December 31, 2022. Approximately $14.1 million of the cash consideration was placed in an escrow account to satisfy indemnification obligations of the seller and certain environmental claims, pursuant to the terms of the purchase agreement.

Management, with the assistance of a third party valuation firm, preliminarily determined the fair value of the assets and liabilities at the date of acquisition. We determined the value of goodwill by giving consideration to the following qualitative factors:

• synergies created through increased fuel purchasing advantages, merchandising and improved “buying power” reflecting economies of scale;

• strategic advantages of Aloha due to its particular assets;

• Aloha’s history;

• the nature of Aloha’s products and services and its competitive position in the marketplaces; and

• Aloha’s competitors in the geographically isolated market.

The value of certain assets and liabilities are preliminary in nature, and are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the acquisition date. As a result, material adjustments to this preliminary allocation may occur in the future. An adjustment of $49.1 million was made to reduce the amount of goodwill related to the Aloha acquisition and increase tangible and intangible assets offset by an increase in deferred tax liability. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation.

The following table summarizes the preliminary allocation of the assets and liabilities as of the date presented (in thousands):

	December 16, 2014
Current assets	$	67,012
Property and equipment		127,833
Goodwill		105,698
Intangible assets		74,706
Other noncurrent assets		732
Current liabilities		(20,127	)
Other noncurrent liabilities		(70,465	)
Total consideration		285,389
Cash acquired		(30,597	)
Contingent consideration		(18,300	)
Total cash consideration, net of cash acquired and    contingent consideration	$	236,492

The Aloha acquisition was a stock purchase transaction. It is being treated as such for tax purposes and any resulting goodwill is not deductible for tax purposes.

Sunoco LLC Acquisition

On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco LLC from ETP Retail Holdings, LLC (“ETP Retail”), an indirect wholly-owned subsidiary of ETP, for total consideration of approximately $775.0 million in cash (the “Cash Consideration”) and $40.8 million in common units representing limited partner interests of the Partnership, based on the five day volume weighted average price of the Partnership’s common units as of March 20, 2015. The Cash Consideration was financed through issuance by the Partnership and its wholly owned subsidiary, Sunoco Finance Corp. (“SUN Finance”) of 6.375% Senior Notes due 2023 on April 1, 2015. The common units issued to ETP Retail were issued and sold in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the terms of the Sunoco LLC Contribution Agreement, ETP guaranteed all of the obligations of ETP Retail.

We have a controlling financial interest in Sunoco LLC as a result of our 50.1% voting interest, therefore our consolidated financial statements include 100% of Sunoco LLC. The 68.42% membership interest in Sunoco LLC that we do not own is presented as noncontrolling interest in our consolidated financial statements.

The acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized acquired assets and assumed liabilities at their respective carrying values with no goodwill created. The Partnership’s results of operations include Sunoco LLC’s results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of Sunoco LLC from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its consolidated statement of operations and comprehensive income to include $2.4 billion of Sunoco LLC revenues and $24.5 million of net income for the three months ended March 31, 2015 as well as $1.1 billion of Sunoco LLC revenues and $28.8 million of net loss for the one month ended September 30, 2014. Preacquisition equity of Sunoco LLC is presented as predecessor equity in our consolidated financial statements.

The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, (in thousands):

	August 31, 2014
Current assets	$	1,140,109
Property and equipment		384,100
Intangible assets		182,477
Other noncurrent assets		2,238
Current liabilities		(641,400	)
Other noncurrent liabilities		(7,293	)
Net assets		1,060,231
Net deemed contribution		(285,231	)
Cash acquired		(44	)
Total cash consideration, net of cash acquired	$	774,956

Susser Acquisition

On July 31, 2015, we acquired 100% of Susser from Heritage Holdings, Inc., a wholly owned subsidiary of ETP (“HHI”) and ETP Holdco Corporation, a wholly owned subsidiary of ETP (“ETP Holdco” and together with HHI, the “Contributors” and each, a “Contributor”), for total consideration of approximately $966.9 million in cash (the “Cash Consideration”), subject to certain post-closing working capital adjustments, and issued to the Contributors 21,978,980 Class B Units representing limited partner interests of the Partnership (“Class B Units”). The Class B Units were identical to the common units in all respects, except such Class B Units were not entitled to distributions payable with respect to the second quarter of 2015. The Class B Units converted, on a one-for-one basis, into common units on August 19, 2015.

Pursuant to the terms of the Susser Contribution Agreement, (i) Susser caused its wholly owned subsidiary to exchange its 79,308 common units for 79,308 Class A Units representing limited partner interests in the Partnership (“Class A Units”) and (ii) the 10,939,436 subordinated units held by wholly owned subsidiaries of Susser were converted into 10,939,436 Class A Units. The Class A Units are entitled to receive distributions on a pro rata basis with the common units, except that the Class A Units (a) do not share in distributions of cash to the extent such cash is derived from or attributable to any distribution received by the Partnership from PropCo, the Partnership’s indirect wholly owned subsidiary, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries and (b) are subordinated to the common units during the subordination period for the subordinated units and are not entitled to receive any distributions until holders of the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters.

Furthermore, the Class A Units (a) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law, (b) are not convertible into common units or any other unit of the Partnership and (c) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of PropCo, or the Partnership’s ownership of any indebtedness of PropCo or any of its subsidiaries. Distributions made to holders of Class A Units are disregarded for purposes of determining distributions on the Partnership’s incentive distribution rights.

In addition, the Partnership issued 79,308 common units and 10,939,436 subordinated units to the Contributors (together with the Class B Units, the “Unit Consideration”) to restore the economic benefit of the common units and subordinated units held by wholly owned subsidiaries of Susser that were exchanged or converted, as applicable, into Class A Units. The Unit Consideration was issued and sold to the Contributors in private transactions exempt from registration under Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Susser Contribution Agreement, ETP guaranteed all then existing obligations of the Contributors.

The acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized acquired assets and assumed liabilities at their respective carrying values with no additional goodwill created. The Partnership’s results of operations include Susser’s results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of Susser from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its consolidated statement of operations and comprehensive income to include $2.6 billion of Susser revenues and $18.1 million of net income for the period from January 1, 2015 through July 31, 2015 as well as $169.3 million of Susser revenues and $1.0 million of net income for the one month ended September 30, 2014. Preacquisition equity of Susser is presented as predecessor equity in our consolidated financial statements.

The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, (in thousands):

	August 31, 2014
Current assets	$	153,443
Property and equipment		983,900
Goodwill		976,631
Intangible assets		541,054
Other noncurrent assets		38,216
Current liabilities		(246,009	)
Other noncurrent liabilities		(842,310	)
Net assets		1,604,926
Net deemed contribution		(574,269	)
Cash acquired		(63,801	)
Total cash consideration, net of cash acquired	$	966,855

Other Acquisitions

On August 10, 2015, we acquired 27 convenience stores in the Upper Rio Grande Valley from Aziz Convenience Stores, L.L.C. for $41.6 million. The Partnership allocated the total purchase consideration to the assets acquired based on their preliminary estimate of their respective fair values at the purchase date. The acquisition increased goodwill by $4.3 million.

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Long-Term Debt (Other Debt) (Details) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014	Sep. 30, 2013	Dec. 31, 2011	Jul. 31, 2010
Level 3 [Member]
Debt Instrument [Line Items]
Debt at fair value	$ 2,400.0
Notes Payable, Six Percent [Member] | Other Notes Payables [Member]
Debt Instrument [Line Items]
Face amount					$ 1.2
Other Notes Payable, Noncurrent	$ 1.0	$ 1.1
Debt Instrument, Interest Rate, Stated Percentage	6.00%
Notes Payable, Four Percent [Member] | Other Notes Payables [Member]
Debt Instrument [Line Items]
Face amount			$ 3.0
Other Notes Payable, Noncurrent	$ 2.5	2.5
Debt Instrument, Interest Rate, Stated Percentage	4.00%
Notes Payable, Bearing Interest at 7% [Member] | Promissory Note [Member]
Debt Instrument [Line Items]
Face amount				$ 0.5
Other Notes Payable, Noncurrent	$ 0.5	$ 0.5
Debt Instrument, Interest Rate, Stated Percentage	7.00%

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Related-Party Transactions (Tables)

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

Summary of Transactions

Related party transactions with affiliates for the three and nine month periods ended September 30, 2014 and 2015 are as follows (in thousands except store count data):

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014		Three Months Ended September 30, 2015		January 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014		Nine Months Ended September 30, 2015
	Predecessor		Successor				Predecessor		Successor
Motor fuel sales to affiliates (1)	$	571,755	$	271,726	$	500,362	$	2,200,394	$	271,726	$	1,391,145
Bulk fuel purchases from ETP		—		359,890		549,027		—		359,890		1,965,259
Allocated cost of employees		3,040		—		—		4,768		—		—

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Merger and Acquisitions (Tables)

9 Months Ended

Sep. 30, 2015

ETP Merger [Member]

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the final "push down" accounting allocation to our assets and liabilities as of the date presented (in thousands):

	August 31, 2014
Current assets	$	171,434
Property and equipment		274,510
Goodwill		574,876
Intangible assets		70,473
Other noncurrent assets		811
Current liabilities		(150,657	)
Other noncurrent liabilities		(245,663	)
Net assets	$	695,784

MACS [Member]

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, including initial tax accounting related to the transaction (in thousands):

	August 31, 2014
Current assets	$	96,749
Property and equipment		463,772
Goodwill		118,610
Intangible assets		90,676
Other noncurrent assets		48,913
Current liabilities		(45,151	)
Other noncurrent liabilities		(186,661	)
Net assets		586,908
Net deemed contribution		(21,095	)
Cash acquired		(60,798	)
Total cash consideration, net of cash acquired	$	505,015

Aloha Petroleum, Ltd [Member]

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary allocation of the assets and liabilities as of the date presented (in thousands):

	December 16, 2014
Current assets	$	67,012
Property and equipment		127,833
Goodwill		105,698
Intangible assets		74,706
Other noncurrent assets		732
Current liabilities		(20,127	)
Other noncurrent liabilities		(70,465	)
Total consideration		285,389
Cash acquired		(30,597	)
Contingent consideration		(18,300	)
Total cash consideration, net of cash acquired and    contingent consideration	$	236,492

Sunoco LLC [Member]

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, (in thousands):

	August 31, 2014
Current assets	$	1,140,109
Property and equipment		384,100
Intangible assets		182,477
Other noncurrent assets		2,238
Current liabilities		(641,400	)
Other noncurrent liabilities		(7,293	)
Net assets		1,060,231
Net deemed contribution		(285,231	)
Cash acquired		(44	)
Total cash consideration, net of cash acquired	$	774,956

Susser [Member]

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, (in thousands):

	August 31, 2014
Current assets	$	153,443
Property and equipment		983,900
Goodwill		976,631
Intangible assets		541,054
Other noncurrent assets		38,216
Current liabilities		(246,009	)
Other noncurrent liabilities		(842,310	)
Net assets		1,604,926
Net deemed contribution		(574,269	)
Cash acquired		(63,801	)
Total cash consideration, net of cash acquired	$	966,855

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Cash and Cash Equivalents

Cash and Cash Equivalents. Sunoco LLC has a treasury services agreement with an indirect wholly-owned subsidiary of ETP, Sunoco, Inc. Pursuant to this agreement, Sunoco LLC participates in Sunoco, Inc.’s centralized cash management program. Under this program, all cash receipts and cash disbursements are processed, together with those of Sunoco, Inc., through Sunoco, Inc.’s cash accounts with a corresponding credit or charge to the advances to/from affiliates account. This cash management policy differs from our remaining cash policies, which are unchanged from December 31, 2014. The net balance of Sunoco LLC is reflected in Advances from affiliates on the consolidated balance sheets.

Segment Reporting

Segment Reporting. Beginning with the acquisition of MACS in 2014, we operate our business in two primary segments, both of which are included as reportable segments. Our retail segment operates convenience stores selling a variety of merchandise, food items, services and motor fuel. Our wholesale segment sells motor fuel to our retail segment and external customers. Beginning in the first quarter of 2015, we allocated the revenue and costs previously reported in "All Other" to each segment based on the way our Chief Operating Decision Maker ("CODM") measures segment performance (see Note 18).

As of September 30, 2015, there were no other changes in significant accounting policies from those described in the December 31, 2014 audited consolidated financial statements.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

FASB ASU No. 2015-03. In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, "Interest - Imputation of Interest - (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." Debt issuance costs related to a recognized debt liability shall be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The ASU requires retrospective application. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.

FASB ASU No. 2015-05. In April 2015, the FASB issued ASU No. 2015-05 "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." The amendments in this ASU provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.

FASB ASU No. 2015-06. In April 2015, the FASB issued ASU No. 2015-06 "Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (a consensus of the FASB Emerging Issues Task Force ("EITF")." The amendments in this ASU specify that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We currently are in compliance with the amendments in this ASU.

FASB ASU No. 2015-14. In August 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date," which amends the effective date of ASU No. 2014-09. The updates clarify the principles for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2015-14 amends the effective date to financial statements issued with fiscal years beginning after December 15, 2017, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2015-14 can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. We are continuing to evaluate the impact, if any, that adopting this new accounting standard will have on our revenue recognition policies.

FASB ASU No. 2015-15. In August 2015, the FASB issued ASU No. 2015-15 "Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting)." As the guidance in Update 2015-03 (discussed above) does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, Update 2015-15 clarifies that such debt issuance costs may be deferred and presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amendments in this Update are effective for financial statements issued with fiscal years beginning after December 15, 2015, including interim periods within that reporting period. The ASU requires retrospective application. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.

FASB ASU No. 2015-16. In August 2015, the FASB issued ASU No. 2015-16 "Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments." This update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Additionally, this update requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Finally, this update requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this Update are effective for financial statements issued with fiscal years beginning after December 15, 2015, including interim periods within that reporting period. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.

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Long-Term Debt (6.375% Senior Notes Due 2023) (Details) - USD ($) $ in Thousands		9 Months Ended
	Apr. 01, 2015	Sep. 30, 2015
Debt Instrument [Line Items]
Proceeds from issuance of Senior Notes		$ 1,400,000
Senior Notes [Member] | 6.375% Senior Notes Due 2023 [Member]
Debt Instrument [Line Items]
Face amount	$ 800,000
Debt Instrument, Interest Rate, Stated Percentage	6.375%
Senior notes due date	Apr. 01, 2023
Proceeds from issuance of Senior Notes	$ 786,500

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Organization and Principles of Consolidation (Details)					1 Months Ended	9 Months Ended	12 Months Ended
	Apr. 01, 2015	Aug. 29, 2014 shares	Jun. 01, 2014	Sep. 25, 2012 shares	Jul. 31, 2015	Sep. 30, 2015 Segment State	Dec. 31, 2014 Segment
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Units sold in IPO				10,925,000
Percentage of membership interest acquired					100.00%
Number of operating segments | Segment						1	1
Sunoco LLC [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of membership interest acquired	31.58%		31.58%
Ownership Percentage	50.10%
Percentage of membership interest acquired	100.00%
Noncontrolling interest, ownership percentage	68.42%
Number of states in which entity operates | State						26
Parent Company [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of membership interest acquired		100.00%
Stock Issued During Period, Shares, New Issues		11,000,000
Ownership Percentage		50.10%				50.80%

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Accounts Receivable (Tables)

9 Months Ended

Sep. 30, 2015

Accounts Receivable Net [Abstract]

Schedule of Accounts Receivable

Accounts receivable, excluding receivables from affiliates, consist of the following (in thousands):

	December 31, 2014			September 30, 2015
Accounts receivable, trade	$	193,199		$	223,156
Credit card receivables		37,277			50,282
Vendor receivables for rebates, branding, and other		16,536			16,380
Other receivables		14,033			32,068
Allowance for doubtful accounts		(3,980	)		(4,046	)
Accounts receivable, net	$	257,065		$	317,840

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Inventories (Tables)

9 Months Ended

Sep. 30, 2015

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consist of the following (in thousands):

	December 31, 2014		September 30, 2015
Fuel-retail	$	31,934	$	33,249
Fuel-other wholesale		302,675		215,666
Fuel-consignment		7,337		3,767
Merchandise		83,790		81,954
Equipment and maintenance spare parts		11,210		12,738
Other		3,348		3,239
Inventories, net	$	440,294	$	350,613

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Interim Financial Statements

The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). Pursuant to Regulation S-X, certain information and disclosures normally included in the annual financial statements have been condensed or omitted. The consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 27, 2015.

Significant Accounting Policies

Cash and Cash Equivalents. Sunoco LLC has a treasury services agreement with an indirect wholly-owned subsidiary of ETP, Sunoco, Inc. Pursuant to this agreement, Sunoco LLC participates in Sunoco, Inc.’s centralized cash management program. Under this program, all cash receipts and cash disbursements are processed, together with those of Sunoco, Inc., through Sunoco, Inc.’s cash accounts with a corresponding credit or charge to the advances to/from affiliates account. This cash management policy differs from our remaining cash policies, which are unchanged from December 31, 2014. The net balance of Sunoco LLC is reflected in Advances from affiliates on the consolidated balance sheets.

Segment Reporting. Beginning with the acquisition of MACS in 2014, we operate our business in two primary segments, both of which are included as reportable segments. Our retail segment operates convenience stores selling a variety of merchandise, food items, services and motor fuel. Our wholesale segment sells motor fuel to our retail segment and external customers. Beginning in the first quarter of 2015, we allocated the revenue and costs previously reported in "All Other" to each segment based on the way our Chief Operating Decision Maker ("CODM") measures segment performance (see Note 18).

As of September 30, 2015, there were no other changes in significant accounting policies from those described in the December 31, 2014 audited consolidated financial statements.

Recently Issued Accounting Pronouncements

FASB ASU No. 2015-03. In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, "Interest - Imputation of Interest - (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." Debt issuance costs related to a recognized debt liability shall be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The ASU requires retrospective application. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.

FASB ASU No. 2015-05. In April 2015, the FASB issued ASU No. 2015-05 "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." The amendments in this ASU provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.

FASB ASU No. 2015-06. In April 2015, the FASB issued ASU No. 2015-06 "Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (a consensus of the FASB Emerging Issues Task Force ("EITF")." The amendments in this ASU specify that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We currently are in compliance with the amendments in this ASU.

FASB ASU No. 2015-14. In August 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date," which amends the effective date of ASU No. 2014-09. The updates clarify the principles for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2015-14 amends the effective date to financial statements issued with fiscal years beginning after December 15, 2017, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2015-14 can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. We are continuing to evaluate the impact, if any, that adopting this new accounting standard will have on our revenue recognition policies.

FASB ASU No. 2015-15. In August 2015, the FASB issued ASU No. 2015-15 "Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting)." As the guidance in Update 2015-03 (discussed above) does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, Update 2015-15 clarifies that such debt issuance costs may be deferred and presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amendments in this Update are effective for financial statements issued with fiscal years beginning after December 15, 2015, including interim periods within that reporting period. The ASU requires retrospective application. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.

FASB ASU No. 2015-16. In August 2015, the FASB issued ASU No. 2015-16 "Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments." This update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Additionally, this update requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Finally, this update requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this Update are effective for financial statements issued with fiscal years beginning after December 15, 2015, including interim periods within that reporting period. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.

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Property And Equipment (Tables)

9 Months Ended

Sep. 30, 2015

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following (in thousands):

	December 31, 2014			September 30, 2015
Land	$	667,323		$	756,030
Buildings and leasehold improvements		866,062			957,927
Equipment		541,397			708,255
Construction in progress		96,020			53,278
Total property and equipment		2,170,802			2,475,490
Less: accumulated depreciation		(89,676	)		(177,486	)
Property and equipment, net	$	2,081,126		$	2,298,004

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Unit-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2015

Share Based Compensation [Abstract]

Schedule of Equity Based Compensation Expense

Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income is as follows (in thousands):

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014		Three Months Ended September 30, 2015		January 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014		Nine Months Ended September 30, 2015
	Predecessor		Successor				Predecessor		Successor
Phantom common units (1)	$	372	$	1,893	$	1,781	$	604	$	1,893	$	3,416
Allocated expense from Parent (2)		2,836		610		113		4,088		610		113
Total equity-based compensation expense	$	3,208	$	2,503	$	1,894	$	4,692	$	2,503	$	3,529

(1) Excludes unit-based compensation expense related to units issued to non-employees.

(2) Reflects expenses allocated to us by Susser prior to the ETP Merger and expenses allocated to us by ETP
subsequent to the closing of the ETP Merger.

Schedule of Nonvested Share Activity

A summary of our phantom unit award activity is set forth below:

	Number of Phantom Common Units			Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2014 (Predecessor)		36,963		$	21.66
Granted		6,354			33.24
Vested		(40,317	)		23.72
Forfeited		(3,000	)		18.42
Nonvested at August 31, 2014 (Predecessor)		—			—
Granted		241,235			45.50
Nonvested at December 31, 2014 (Successor)		241,235			45.50
Granted		287,749			49.68
Forfeited		(60,846	)		39.23
Nonvested at September 30, 2015 (Successor)		468,138			48.25

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Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Accrued Expenses And Other Current Liabilities [Abstract]
Wage and other employee-related accrued expenses	$ 22,485	$ 29,002
Franchise agreement termination accrual	4,478	4,579
Accrued tax expense	142,690	142,772
Accrued insurance and environmental	24,632	14,332
Accrued interest expense	33,684	1,583
Deposits and other	25,808	98,779
Total	$ 253,777	$ 291,047

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Net Income per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2014	Aug. 31, 2014	Sep. 30, 2015	Aug. 31, 2014	Sep. 30, 2015
Earnings Per Share Basic [Line Items]
Net income (loss) and comprehensive income (loss)	$ (23,440)		$ 27,400		$ 171,855
Less: Net loss and comprehensive loss attributable to noncontrolling interest			(12,142)		49,788
Less: Preacquisition income (loss) allocated to general partner	(21,684)		11,998		64,789
Net income (loss) and comprehensive income (loss) attributable to partners	(1,756)		27,544		57,278
Less: Incentive distribution rights	255		8,441		13,252
Less: Distributions on nonvested phantom unit awards			349		971
Limited partners’ interest in net income (loss)	$ (2,011)		$ 18,754		$ 43,055
Predecessor [Member]
Earnings Per Share Basic [Line Items]
Net income (loss) and comprehensive income (loss)		$ 2,783		$ 22,510
Less: Net loss and comprehensive loss attributable to noncontrolling interest		0
Net income (loss) and comprehensive income (loss) attributable to partners		2,783		22,510
Less: Incentive distribution rights				64
Limited partners’ interest in net income (loss)		$ 2,783		$ 22,446
Common Units [Member]
Earnings Per Share Basic [Line Items]
Weighted average limited partner units outstanding, Basic	11,053,799		43,772,026		30,994,016
Weighted average limited partner units outstanding, Equivalents			116		116
Weighted average limited partner units outstanding, Diluted	11,053,799		43,772,142		30,994,132
Common (basic and diluted)	$ (0.09)		$ 0.30		$ 0.96
Common Units [Member] | Predecessor [Member]
Earnings Per Share Basic [Line Items]
Weighted average limited partner units outstanding, Basic		11,037,282		11,023,617
Weighted average limited partner units outstanding, Equivalents		18,702		25,128
Weighted average limited partner units outstanding, Diluted		11,055,984		11,048,745
Common (basic and diluted)		$ 0.13		$ 1.02
Subordinated Units [Member]
Earnings Per Share Basic [Line Items]
Subordinated units - affiliated	10,939,436		10,939,436		10,939,436
Common (basic and diluted)	$ (0.09)		$ 0.52		$ 1.21
Subordinated Units [Member] | Predecessor [Member]
Earnings Per Share Basic [Line Items]
Subordinated units - affiliated		10,939,436		10,939,436
Common (basic and diluted)		$ 0.13		$ 1.02

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Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 47,773	$ 125,426
Advances from affiliates	242,639	396,376
Accounts receivable, net	317,840	257,065
Receivables from affiliates	25,222	4,941
Inventories, net	350,613	440,294
Other current assets	65,782	72,557
Total current assets	1,049,869	1,296,659
Property and equipment, net	2,298,004	2,081,126
Other assets:
Goodwill	1,799,044	1,854,436
Intangible assets, net	980,591	893,455
Other noncurrent assets	52,085	35,568
Total assets	6,179,593	6,161,244
Current liabilities:
Accounts payable	439,158	383,496
Accounts payable to affiliates	35,449	56,969
Accrued expenses and other current liabilities	253,777	291,047
Current maturities of long-term debt	13,762	13,772
Total current liabilities	742,146	745,284
Revolving line of credit	875,000	683,378
Long-term debt	1,568,447	408,826
Deferred income tax liability	419,303	391,332
Other noncurrent liabilities	95,552	89,268
Total liabilities	$ 3,700,448	$ 2,318,088
Commitments and contingencies (Note 13)
Partners' capital:
Total partners' capital	$ 2,435,001	$ 902,147
Total equity	2,479,145	3,843,156
Noncontrolling interest	44,144	(5,644)
Total liabilities and equity	6,179,593	6,161,244
Common Units - Public [Member]
Partners' capital:
Total partners' capital	1,092,954	874,688
Common Units - Affiliated [Member]
Partners' capital:
Total partners' capital	1,267,056	27,459
Subordinated Units [Member]
Partners' capital:
Total partners' capital	$ 74,991
Predecessor [Member]
Partners' capital:
Total equity		$ 2,946,653

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Merger and Acquisitions (Details)							1 Months Ended		3 Months Ended		9 Months Ended
	Aug. 10, 2015 USD ($) store	Apr. 01, 2015 USD ($)	Dec. 16, 2014 USD ($) site	Oct. 01, 2014 USD ($) site shares	Aug. 31, 2014 USD ($)	Jun. 01, 2014	Jul. 31, 2015 USD ($) shares	Sep. 30, 2014 USD ($)	Sep. 30, 2015 USD ($) shares	Mar. 31, 2015 USD ($)	Sep. 30, 2015 USD ($) shares	Dec. 31, 2014 USD ($) shares
Business Acquisition [Line Items]
Goodwill									$ 1,799,044,000		$ 1,799,044,000	$ 1,854,436,000
Percentage of membership interest acquired							100.00%
Revenues								$ 1,770,583,000	4,487,317,000		13,260,723,000
Net income								(1,756,000)	$ 27,544,000		$ 57,278,000
Common Units [Member]
Business Acquisition [Line Items]
Partners' capital account, converted units | shares											79,308
Subordinated Units [Member]
Business Acquisition [Line Items]
Partners' capital account, converted units | shares											10,939,436
Limited Partners' Capital Account, Units Issued | shares									10,939,436		10,939,436	10,939,436
Class A Units [Member] | Common Units [Member]
Business Acquisition [Line Items]
Partners' capital account, converted units | shares											79,308
Class A Units [Member] | Subordinated Units [Member]
Business Acquisition [Line Items]
Partners' capital account, converted units | shares											10,939,436
Senior Notes [Member] | 6.375% Senior Notes Due 2023 [Member]
Business Acquisition [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		6.375%
ETP Merger [Member]
Business Acquisition [Line Items]
Goodwill adjustments											$ (15,100,000)
Current assets					$ 171,434,000
Property and equipment					274,510,000
Goodwill					574,876,000
Intangible assets					70,473,000
Other noncurrent assets					811,000
Current liabilities					(150,657,000)
Other noncurrent liabilities					(245,663,000)
Net assets					695,784,000
MACS [Member]
Business Acquisition [Line Items]
Current assets					96,749,000
Property and equipment					463,772,000
Goodwill					118,610,000
Intangible assets					90,676,000
Other noncurrent assets					48,913,000
Current liabilities					(45,151,000)
Other noncurrent liabilities					(186,661,000)
Net assets					586,908,000
Net deemed contribution					(21,095,000)
Cash acquired					(60,798,000)
Total cash consideration, net of cash acquired					505,015,000
Percentage of membership interest acquired				100.00%
Date of acquisition				Oct. 01, 2014
Business acquisition total purchase price				$ 768,000,000
Payments to Acquire Businesses, Gross				$ 566,000,000
Number of Stores | site				100
Dealer-Operated And Consignment Sites | site				200
MACS [Member] | Partnership Interest [Member]
Business Acquisition [Line Items]
Limited Partners' Capital Account, Units Issued | shares				3,983,540
Aloha Petroleum, Ltd [Member]
Business Acquisition [Line Items]
Goodwill adjustments											(49,100,000)
Current assets			$ 67,012,000
Property and equipment			127,833,000
Goodwill			105,698,000
Intangible assets			74,706,000
Other noncurrent assets			732,000
Current liabilities			(20,127,000)
Other noncurrent liabilities			(70,465,000)
Net assets			285,389,000
Cash acquired			(30,597,000)
Contingent consideration			(18,300,000)
Total cash consideration, net of cash acquired			$ 236,492,000
Percentage of membership interest acquired			100.00%
Date of acquisition			Dec. 16, 2014
Business acquisition total purchase price			$ 267,000,000
Number of Fuel Storage Terminals | site			6
Number of Fuel Branded Stations | site			100
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs			$ 2,800,000
Contingent Consideration			$ 18,300,000
Escrow Deposit												$ 14,100,000
Acquisition increased goodwill											$ 49,100,000
Aloha Petroleum, Ltd [Member] | Other Noncurrent Liabilities [Member]
Business Acquisition [Line Items]
Contingent consideration												(18,300,000)
Contingent Consideration												$ 18,300,000
Sunoco LLC [Member]
Business Acquisition [Line Items]
Current assets					1,140,109,000
Property and equipment					384,100,000
Goodwill		$ 0
Intangible assets					182,477,000
Other noncurrent assets					2,238,000
Current liabilities					(641,400,000)
Other noncurrent liabilities					(7,293,000)
Net assets					1,060,231,000
Net deemed contribution					(285,231,000)
Cash acquired					(44,000)
Total cash consideration, net of cash acquired					774,956,000
Percentage of membership interest acquired		100.00%
Date of acquisition		Apr. 01, 2015
Business acquisition total purchase price		$ 775,000,000
Percentage of membership interest acquired		31.58%				31.58%
Partners' Capital Account, Acquisitions		$ 40,800,000
Ownership Percentage		50.10%
Revenues								1,100,000,000		$ 2,400,000,000
Net income								28,800,000		$ 24,500,000
Noncontrolling interest, ownership percentage		68.42%
Sunoco LLC [Member] | Senior Notes [Member] | 6.375% Senior Notes Due 2023 [Member]
Business Acquisition [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		6.375%
Susser [Member]
Business Acquisition [Line Items]
Current assets					153,443,000
Property and equipment					983,900,000
Goodwill					976,631,000
Intangible assets					541,054,000
Other noncurrent assets					38,216,000
Current liabilities					(246,009,000)
Other noncurrent liabilities					(842,310,000)
Net assets					1,604,926,000
Net deemed contribution					(574,269,000)
Cash acquired					(63,801,000)
Total cash consideration, net of cash acquired					$ 966,855,000
Payments to Acquire Businesses, Gross							$ 966,900,000
Revenues							2,600,000,000	169,300,000
Net income							$ 18,100,000	$ 1,000,000
Susser [Member] | Common Units [Member]
Business Acquisition [Line Items]
Partners' capital account, converted units | shares							79,308
Limited Partners' Capital Account, Units Issued | shares							79,308
Susser [Member] | Subordinated Units [Member]
Business Acquisition [Line Items]
Partners' capital account, converted units | shares							10,939,436
Limited Partners' Capital Account, Units Issued | shares							10,939,436
Susser [Member] | Class B Units [Member]
Business Acquisition [Line Items]
Limited Partners' Capital Account, Units Issued | shares							21,978,980
Susser [Member] | Class B Units [Member] | Subordinated Units [Member]
Business Acquisition [Line Items]
Partners' capital account, units issued upon acquisition | shares							10,939,436
Susser [Member] | Class A Units [Member] | Common Units [Member]
Business Acquisition [Line Items]
Partners' capital account, units issued upon acquisition | shares							79,308
Aziz Convenience Stores, L.L.C [Member]
Business Acquisition [Line Items]
Business acquisition total purchase price	$ 41,600,000
Number of Stores | store	27
Acquisition increased goodwill	$ 4,300,000

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Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	1 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2014	Aug. 31, 2014	Sep. 30, 2015
Cash flows from operating activities:
Net income	$ (23,440)		$ 171,855
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, amortization and accretion	13,309		144,128
Amortization of deferred financing fees	1,606		2,291
Loss (gain) on disposal of assets	(34)		1,531
Non-cash unit based compensation	2,503		3,529
Deferred income tax			2,042
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	80,911		(60,775)
Accounts receivable from affiliates	(5,496)		(18,273)
Inventories	34,241		88,903
Other assets	83,862		6,775
Accounts payable	(186,588)		66,430
Accounts payable to affiliates	(21,249)		(21,634)
Accrued liabilities	38,386		(37,546)
Other noncurrent liabilities	(7,507)		(13,317)
Net cash provided by operating activities	10,504		335,939
Cash flows from investing activities:
Capital expenditures	(20,123)		(257,729)
Purchase of intangible assets	(19,925)		(63,277)
Other acquisitions			(59,193)
Proceeds from disposal of property and equipment	53		4,419
Net cash used in investing activities	(39,995)		(2,117,635)
Cash flows from financing activities:
Proceeds from issuance of Senior Notes			1,400,000
Payments on long-term debt	(30,837)		(240,388)
Revolver, borrowings	110,800		959,668
Revolver, repayments	(85,390)		(513,046)
Advances from affiliates	53,125		153,737
Proceeds from equity issued, net			213,213
Distributions to Parent			(204,182)
Distributions to Unitholders			(64,852)
Other			(107)
Net cash provided by financing activities	47,698		1,704,043
Net increase (decrease) in cash	18,207		(77,653)
Cash and cash equivalents at beginning of period	127,400		125,426
Cash and cash equivalents at end of period	145,607	$ 127,400	47,773
Predecessor [Member]
Cash flows from operating activities:
Net income		22,510
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, amortization and accretion		10,457
Amortization of deferred financing fees		313
Loss (gain) on disposal of assets		(39)
Non-cash unit based compensation		4,692
Deferred income tax		(15)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(3,939)
Accounts receivable from affiliates		(22,812)
Inventories		(10,557)
Other assets		(938)
Accounts payable		30,838
Accrued liabilities		1,713
Other noncurrent liabilities		1,139
Net cash provided by operating activities		33,362
Cash flows from investing activities:
Capital expenditures		(89,330)
Purchase of intangible assets		(3,660)
Redemption of marketable securities		25,952
Net cash used in investing activities		(67,038)
Cash flows from financing activities:
Payments on long-term debt		(25,880)
Revolver, borrowings		554,771
Revolver, repayments		(466,391)
Distributions to Parent		(16,669)
Distributions to Unitholders		(16,485)
Other		(125)
Net cash provided by financing activities		29,221
Net increase (decrease) in cash		(4,455)
Cash and cash equivalents at beginning of period	$ 3,695	8,150
Cash and cash equivalents at end of period		$ 3,695
Sunoco LLC [Member]
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired			(775,000)
Susser [Member]
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired			$ (966,855)

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Long-Term Debt Variable Interest Entity Debt (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Variable interest entities, liabilities	$ 54,793	$ 56,452
Capital Leased Assets, Gross	1,100	1,100
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation	$ 1,000	$ 1,000
Notes Payable - 6% [Member] | Variable Interest Entity, Primary Beneficiary [Member]
Debt Instrument [Line Items]
Variable Interest Entity, Consolidated, Long-Term Debt, Interest Rate, Percent	4.50%
Variable interest entity debt repayable period	20 years
Variable interest entity consolidated long term debt, early repayment penalty percentage	3.00%
Collateralized by equipment and property [Member]
Debt Instrument [Line Items]
Average stated interest rate	5.40%
Minimum [Member] | Notes Payable - 6% [Member] | Variable Interest Entity, Primary Beneficiary [Member]
Debt Instrument [Line Items]
Variable Interest Entity, Consolidated, Long-Term Debt, Interest Rate, Percent	4.50%
Other Notes Payables [Member] | Notes Payable - 6% [Member]
Debt Instrument [Line Items]
Variable interest entities, liabilities	$ 33,000
Other Notes Payables [Member] | Collateralized by equipment and property [Member]
Debt Instrument [Line Items]
Variable interest entities, liabilities	$ 21,800
Debt instrument, maturity period	2034
LIBOR [Member] | Notes Payable - 6% [Member] | Variable Interest Entity, Primary Beneficiary [Member]
Debt Instrument [Line Items]
Variable Interest Entity, Consolidated, Long-Term Debt, Interest Rate, Percent	3.75%

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Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consists of the following (in thousands):

	December 31, 2014		September 30, 2015
Sale leaseback financing obligation	$	126,643	$	123,093
Senior term loan on Uphoff properties ("VIE Debt", see Note 4)		56,452		54,793
2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin		683,378		875,000
6.375% Senior Notes Due 2023		—		800,000
5.500% Senior Notes Due 2020		—		600,000
Notes payable, bearing interest at 6% and 4% at Sunoco LP		3,552		3,532
Capital lease obligations		494		344
Note payable, bearing interest at 7% at Susser		457		446
Promissory note with ETP at Susser		235,000		—
Total debt		1,105,976		2,457,208
Less: current maturities		13,772		13,762
Long-term debt, net of current maturities	$	1,092,204	$	2,443,446

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Interest Expense And Interest Income (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2014	Aug. 31, 2014	Sep. 30, 2015	Aug. 31, 2014	Sep. 30, 2015
Interest Expense And Interest Income [Line Items]
Interest expense	$ 1,783		$ 27,918		$ 57,501
Amortization of loan costs	1,606		1,089		2,291
Interest income	(18)		(490)		(2,100)
Interest expense, net	3,371		28,517		57,692
Variable Interest Entity, Primary Beneficiary [Member]
Interest Expense And Interest Income [Line Items]
Interest expense, net	$ 800		$ 2,300		$ 7,000
Predecessor [Member]
Interest Expense And Interest Income [Line Items]
Interest expense		$ 1,420		$ 4,516
Amortization of loan costs		87		313
Interest income		(16)		(62)
Interest expense, net		$ 1,491		$ 4,767

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Partners' Capital

9 Months Ended

Sep. 30, 2015

Partners Capital [Abstract]

Partners' Capital

16. Partners’ Capital

As of September 30, 2015, ETP or its subsidiaries owned 26,837,310 common units and 10,939,436 subordinated units, which together constitute a 50.8% ownership interest in us. As of September 30, 2015, our fully consolidating subsidiaries owned 11,018,744 Class A units and the public owned 25,536,329 common units.

Allocations of Net Income

Our partnership agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to ETE.

The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):

Attributable to Common Units

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015			January 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor		Successor						Predecessor			Successor
Distributions (a)	$	—	$	9,447		$	39,039		$	11,297		$	9,447		$	76,172
Distributions in excess of income		1,398		(10,457	)		(24,035	)		(29	)		(10,457	)		(44,349	)
Limited partners' interest in net income	$	1,398	$	(1,010	)	$	15,004		$	11,268		$	(1,010	)	$	31,823

Attributable to Subordinated Units

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015			January 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor		Successor						Predecessor			Successor
Distributions (a)	$	—	$	9,349		$	8,154		$	11,207		$	9,349		$	22,796
Distributions in excess of income		1,385		(10,350	)		(4,404	)		(29	)		(10,350	)		(11,564	)
Limited partners' interest in net income	$	1,385	$	(1,001	)	$	3,750		$	11,178		$	(1,001	)	$	11,232
(a) Distributions declared per unit to unitholders as of record date	$	—	$	0.5457		$	0.7454		$	1.0218		$	0.5457		$	2.0838

For the periods presented prior to July 31, 2015, our subordinate units were held by Susser.  Beginning on July 31, 2015, in connection with the closing of the Susser Acquisition, the outstanding units held by Susser were converted into Class A units and 10,939,436 new subordinate units were issued to ETP.

Class A Units

Pursuant to the terms of the Susser Contribution Agreement, (i) 79,308 common units held by a wholly owned subsidiary of Susser were exchanged for 79,308 Class A Units and (ii) 10,939,436 subordinated units held by wholly owned subsidiaries of Susser were converted into 10,939,436 Class A units.

The Class A Units are entitled to receive distributions on a pro rata basis with the common units, except that the Class A Units (a) do not share in distributions of cash to the extent such cash is derived from or attributable to any distribution received by the Partnership from PropCo, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries and (b) are subordinated to the common units during the subordination period for the subordinated units and are not entitled to receive any distributions until holders of the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters.

Furthermore, the Class A Units (a) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law, (b) are not convertible into common units or any other unit of the Partnership and (c) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of PropCo, or the Partnership’s ownership of any indebtedness of PropCo or any of its subsidiaries. Distributions made to holders of Class A Units are disregarded for purposes of determining distributions on the Partnership’s incentive distribution rights.

Pursuant to the terms described above, these distributions do not have an impact on the Partnership’s consolidated cash flows and as such, are excluded from total cash distributions and allocation of limited partners’ interest in net income. For the three months ended September 30, 2015, Class A distributions declared totaled $3.6 million, or $0.3279 per unit.

Incentive Distribution Rights

The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and the holder of our incentive distribution rights (“IDR”s) based on the specified target distribution levels. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount”. The percentage interests shown for our unitholders and our IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below assume that there are no arrearages on common units. In July 2015, ETP announced the exchange of 21.0 million common ETP units, owned by ETE, the owner of ETP’s general partner interest, for 100% of the general partner interest and all of the IDRs of Sunoco LP. ETP had previously owned our IDRs since September 2014, prior to that date the IDRs were owned by Susser.

		Marginal percentage interest in distributions
	Total quarterly distribution per unit target amount	Unitholders			Holder of IDRs
Minimum Quarterly Distribution	$0.4375		100	%		—
First Target Distribution	Above $0.4375 up to $0.503125		100	%		—
Second Target Distribution	Above $0.503125 up to $0.546875		85	%		15	%
Third Target Distribution	Above $0.546875 up to $0.656250		75	%		25	%
Thereafter	Above $0.656250		50	%		50	%

Cash Distributions

Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders will receive.

The following table summarizes the cash distributions paid or declared during 2015.

Payment Date	Per Unit Distribution		Total Cash Distribution		Distribution to IDR Holders
			( in thousands)
November 27, 2015	$	0.7454	$	47,194	$	8,441
August 28, 2015	$	0.6934	$	28,661	$	3,362
May 29, 2015	$	0.6450	$	23,113	$	1,449
February 27, 2015	$	0.6000	$	21,023	$	891

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Commitments And Contingencies (Tables)

9 Months Ended

Sep. 30, 2015

Leases [Abstract]

Schedule of Rent Expense

The components of net rent expense are as follows (in thousands):

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015		January 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor		Successor					Predecessor		Successor
Cash rent:
Store base rent	$	147	$	5,060		$	20,394	$	562	$	5,060		$	60,843
Equipment and other rent (1)		47		95			3,017		155		95			9,238
Total cash rent		194		5,155			23,411		717		5,155			70,081
Non-cash rent:
Straight-line rent		2		78			175		12		78			16
Amortization of deferred gain		—		(185	)		—		—		(185	)		—
Net rent expense	$	196	$	5,048		$	23,586	$	729	$	5,048		$	70,097

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Segment Reporting

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Segment Reporting

18. Segment Reporting

Segment information is prepared on the same basis that our CODM reviews financial information for operational decision-making purposes. Beginning in September 2014, with the acquisition of MACS, we began operating our business in two primary operating segments, wholesale and retail, both of which are included as reportable segments. As a result, the Predecessor periods operated as one segment, wholesale, and the Successor period operated with our wholesale and retail segments. No operating segments have been aggregated in identifying the two reportable segments.

During the first quarter of 2015, we elected to begin allocating the revenue and costs previously reported in “All Other” to each segment based on the way our CODM measures segment performance. Partnership overhead costs, interest and other expenses not directly attributable to a reportable segment are allocated based on segment EBITDA.

Wholesale Segment

Our wholesale segment purchases fuel from a number of refiners and supplies it to our retail segment, to our affiliate Sunoco, Inc., to independently-operated dealer stations under long-term supply agreements and to other end users of motor fuel. Also included in the wholesale segment are motor fuel sales to consignment locations. We distribute motor fuels across more than 30 states throughout the East Coast and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. Sales of fuel from the wholesale segment to our retail segment are delivered at cost plus a profit margin. These amounts are reflected in intercompany eliminations of motor fuel revenue and motor fuel cost of sales. Also included in our wholesale segment is rental income from properties that we lease or sub-lease.

Retail Segment

Our retail segment, inclusive of the recently acquired Susser assets, operates branded retail convenience stores in Texas, New Mexico, Oklahoma, Virginia, Maryland, Tennessee, Georgia, and Hawaii, offering motor fuel, merchandise, foodservice, and a variety of other services including car washes, lottery, ATM, money orders, prepaid phone cards, wireless services and movie rentals.

We report EBITDA and Adjusted EBITDA by segment as a measure of segment performance. We define EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense. Adjusted EBITDA further adjusts EBITDA to reflect certain other non-recurring and non-cash items. Effective September 1, 2014, as a result of the ETP Merger and in an effort to conform the method by which we measure our business to that of ETP’s operations, we now define Adjusted EBITDA to also include adjustments for unrealized gains and losses on commodity derivatives and inventory fair value adjustments.

The following tables present financial information by segment for the one month ended September 30, 2014 and each of the three and nine months ended September 30, 2015:

Segment Financial Data for the One Month Ended September 30, 2014

(in thousands)

	Wholesale Segment			Retail Segment			Intercompany Eliminations			Totals
Revenue
Retail motor fuel sales	$	—		$	350,689					$	350,689
Wholesale motor fuel sales to third parties		1,021,267			—						1,021,267
Wholesale motor fuel sales to affiliates		271,726			—						271,726
Merchandise sales		—			115,070						115,070
Rental income		2,286			245						2,531
Other income		3,908			5,392						9,300
Intersegment sales		5,994			—			(5,994	)		—
Total revenue		1,305,181			471,396			(5,994	)		1,770,583
Gross profit
Retail motor fuel		—			24,151						24,151
Wholesale motor fuel		(7,432	)		—						(7,432	)
Merchandise		—			36,979						36,979
Rental and other		5,769			5,636						11,405
Total gross profit		(1,663	)		66,766						65,103
Total operating expenses		24,699			59,493						84,192
Income from operations		(26,362	)		7,273						(19,089	)
Interest expense, net		(974	)		(2,397	)					(3,371	)
Income before income taxes		(27,336	)		4,876						(22,460	)
Income tax expense		(971	)		(9	)					(980	)
Net income and comprehensive income	$	(28,307	)	$	4,867					$	(23,440	)
Depreciation, amortization and accretion		5,258			8,051						13,309
Interest expense, net		974			2,397						3,371
Income tax expense		971			9						980
EBITDA		(21,104	)		15,324						(5,780	)
Non-cash compensation expense		422			2,081						2,503
Loss (gain) on disposal of assets		(89	)		55						(34	)
Unrealized loss on commodity derivatives		358			—						358
Inventory fair value adjustments		47,535			893						48,428
Adjusted EBITDA	$	27,122		$	18,353					$	45,475
Capital expenditures	$	16,093		$	4,030					$	20,123
Total assets	$	2,393,498		$	3,449,629					$	5,843,127

Segment Financial Data for the Three Months Ended September 30, 2015

(in thousands)

	Wholesale Segment			Retail Segment			Intercompany Eliminations			Totals
Revenue
Retail motor fuel sales	$	—		$	854,140					$	854,140
Wholesale motor fuel sales to third parties		2,664,186			—						2,664,186
Wholesale motor fuel sales to affiliates		500,362			—						500,362
Merchandise sales		—			429,891						429,891
Rental income		11,332			7,079						18,411
Other income		12,054			8,273						20,327
Intersegment sales		101,960			—			(101,960	)		—
Total revenue		3,289,894			1,299,383			(101,960	)		4,487,317
Gross profit
Retail motor fuel		—			113,508						113,508
Wholesale motor fuel		87,606			—						87,606
Merchandise		—			142,527						142,527
Rental and other		27,787			9,719						37,506
Total gross profit		115,393			265,754						381,147
Total operating expenses		90,169			206,089						296,258
Income from operations		25,224			59,665						84,889
Interest expense, net		(12,338	)		(16,179	)					(28,517	)
Income before income taxes		12,886			43,486						56,372
Income tax expense		(39	)		(28,933	)					(28,972	)
Net income and comprehensive income	$	12,847		$	14,553					$	27,400
Depreciation, amortization and accretion		13,571			32,030						45,601
Interest expense, net		12,338			16,179						28,517
Income tax expense		39			28,933						28,972
EBITDA		38,795			91,695						130,490
Non-cash compensation expense		1,398			496						1,894
Loss (gain) on disposal of assets		920			(224	)					696
Unrealized loss on commodity derivatives		735			—						735
Inventory fair value adjustments		87,307			7,240						94,547
Adjusted EBITDA	$	129,155		$	99,207					$	228,362
Capital expenditures	$	7,127		$	87,379					$	94,506
Total assets	$	2,178,807		$	4,000,786					$	6,179,593

Segment Financial Data for the Nine Months Ended September 30, 2015

(in thousands)

	Wholesale Segment			Retail Segment			Intercompany Eliminations			Totals
Revenue
Retail motor fuel sales	$	—		$	2,538,495					$	2,538,495
Wholesale motor fuel sales to third parties		8,021,741			—						8,021,741
Wholesale motor fuel sales to affiliates		1,391,145			—						1,391,145
Merchandise sales		—			1,195,306						1,195,306
Rental income		34,328			19,874						54,202
Other income		35,438			24,396						59,834
Intersegment sales		310,229			—			(310,229	)		—
Total revenue		9,792,881			3,778,071			(310,229	)		13,260,723
Gross profit
Retail motor fuel		—			256,608						256,608
Wholesale motor fuel		363,973			—						363,973
Merchandise		—			394,076						394,076
Rental and other		66,021			44,270						110,291
Total gross profit		429,994			694,954						1,124,948
Total operating expenses		249,060			602,684						851,744
Income from operations		180,934			92,270						273,204
Interest expense, net		(31,859	)		(25,833	)					(57,692	)
Income before income taxes		149,075			66,437						215,512
Income tax expense		(898	)		(42,759	)					(43,657	)
Net income and comprehensive income	$	148,177		$	23,678					$	171,855
Depreciation, amortization and accretion		47,821			96,307						144,128
Interest expense, net		31,859			25,833						57,692
Income tax expense		898			42,759						43,657
EBITDA		228,755			188,577						417,332
Non-cash compensation expense		2,359			1,170						3,529
Loss on disposal of assets		1,069			462						1,531
Unrealized loss on commodity derivatives		2,927			—						2,927
Inventory fair value adjustments		32,201			2,080						34,281
Adjusted EBITDA	$	267,311		$	192,289					$	459,600
Capital expenditures	$	103,191		$	154,538					$	257,729
Total assets	$	2,178,807		$	4,000,786					$	6,179,593

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Unit-Based Compensation (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2014	Aug. 31, 2014	Sep. 30, 2015	Aug. 31, 2014	Sep. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash unit based compensation expense	$ 2,503		$ 1,894		$ 3,529
Predecessor [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash unit based compensation expense		$ 3,208		$ 4,692
Phantom common units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash unit based compensation expense	1,893		1,781		3,416
Phantom common units [Member] | Predecessor [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash unit based compensation expense		372		604
Allocated From SUSS [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 610		$ 113		$ 113
Allocated From SUSS [Member] | Predecessor [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense		$ 2,836		$ 4,088

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Organization and Principles of Consolidation

9 Months Ended

Sep. 30, 2015

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Principles of Consolidation

1. Organization and Principles of Consolidation

The Partnership was formed in June 2012 by Susser Holdings Corporation ("Susser") and its wholly owned subsidiary, Sunoco GP LLC (formerly known as Susser Petroleum Partners GP LLC), our general partner (“General Partner”). On September 25, 2012, we completed our initial public offering (“IPO”) of 10,925,000 common units representing limited partner interests.

On April 27, 2014, Susser entered into an Agreement and Plan of Merger with Energy Transfer Partners, L.P. (“ETP”) and certain other related entities, under which ETP would acquire the outstanding common shares of Susser ("ETP Merger"). The ETP Merger was completed on August 29, 2014. By acquiring Susser, ETP acquired 100% of the non-economic general partner interest and incentive distribution rights in us, which have subsequently been distributed to Energy Transfer Equity, L.P. (“ETE”), and directly and indirectly acquired approximately 11.0 million of our common and subordinated units (representing approximately 50.1% of our then outstanding units). Unvested phantom units that were outstanding on April 27, 2014 vested upon completion of the ETP Merger. See Note 3 for further information.

Effective October 27, 2014, Susser Petroleum Partners LP (NYSE: SUSP) changed its name to Sunoco LP (“SUN”, NYSE: SUN). These changes align the Partnership's legal and marketing name with that of ETP's iconic brand, Sunoco. As used in this document, the terms "Partnership", "SUN", "we", "us" or "our", should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise.

The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, our majority-owned subsidiaries, and variable interest entities (“VIE”s) in which we are the primary beneficiary. We distribute motor fuels across more than 30 states throughout the East Coast and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. Starting in fiscal 2014, we are also an operator of convenience retail stores in Virginia, Maryland, Tennessee, Georgia, and Hawaii. As a result of our July 31, 2015 acquisition of Susser from ETP, we are also an operator of convenience retail stores in Texas, Oklahoma, and New Mexico. Our recent acquisitions are intended to complement and expand our wholesale distribution business and diversify both geographically and through retail operations.

On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco, LLC (“Sunoco LLC”). Because we have a controlling financial interest in Sunoco LLC, our consolidated financial statements include 100% of Sunoco LLC. The 68.42% membership interest in Sunoco LLC that we do not own is presented as noncontrolling interest in our consolidated financial statements.

Results of operations for the Mid-Atlantic Convenience Stores, LLC ("MACS"), Sunoco LLC, and Susser acquisitions, deemed transactions between entities under common control, have been included in our consolidated results of operations since September 1, 2014, the date of common control. See Note 3 for further information.

Prior to September 2014, we operated our business as one segment, which was primarily engaged in wholesale fuel distribution. With the addition of convenience store operations we have added a retail operating segment. Our primary operations are conducted by the following consolidated subsidiaries:

• Susser Petroleum Operating Company LLC ("SPOC"), a Delaware limited liability company, distributes motor fuel to Susser’s retail and consignment locations, as well as third party customers in Texas, New Mexico, Oklahoma and Louisiana.

• T&C Wholesale LLC and Susser Energy Services LLC, both Texas limited liability companies, distribute motor fuels, propane and lubricating oils, primarily in Texas, Oklahoma, New Mexico and Kansas. On April 1, 2015, T&C Wholesale merged into Susser Energy Services and Susser Energy Services changed its name to Sunoco Energy Services LLC.

• Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.

• Southside Oil, LLC, a Virginia limited liability company, distributes motor fuel, primarily in Virginia, Maryland, Tennessee, and Georgia.

• MACS Retail LLC, a Virginia limited liability company, owns and operates convenience stores, primarily in Virginia, Maryland, Tennessee, and Georgia.

• Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, distributes motor fuel and owns and operates convenience stores on the Hawaiian Islands.

• Sunoco LLC, a Delaware limited liability company formed on June 1, 2014, in which we own a 31.58% membership interest, primarily distributes motor fuels across more than 26 states throughout the East Coast and Southeast regions of the United States.

• Susser, a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, and Oklahoma through Stripes branded convenience stores and transports motor fuel under GoPetro Transport LLC.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Certain line items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no impact on gross margin, income from operations, net income and comprehensive income, or the balance sheets or statements of cash flows.

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Receivables from affiliates	$ 25,222	$ 4,941
Property and equipment, net	2,298,004	2,081,126
Other noncurrent assets	52,085	35,568
Accounts payable	439,158	383,496
Accrued expenses and other current liabilities	253,777	291,047
Other noncurrent liabilities	$ 95,552	$ 89,268
Common Units - Public [Member]
Partners' capital:
Limited Partners' Capital Account, Units Issued	25,536,329	20,036,329
Limited Partners' Capital Account, Units Outstanding	25,536,329	20,036,329
Common Units - Affiliated [Member]
Partners' capital:
Limited Partners' Capital Account, Units Issued	26,837,310	4,062,848
Limited Partners' Capital Account, Units Outstanding	26,837,310	4,062,848
Subordinated Units [Member]
Partners' capital:
Limited Partners' Capital Account, Units Issued	10,939,436	10,939,436
Limited Partners' Capital Account, Units Outstanding	10,939,436	10,939,436
Class A Units Affiliated
Partners' capital:
Limited Partners' Capital Account, Units Issued	11,018,744	0
Limited Partners' Capital Account, Units Outstanding	11,018,744	0
Variable Interest Entity, Primary Beneficiary [Member]
Receivables from affiliates	$ 5,549	$ 3,484
Property and equipment, net	44,161	45,340
Other noncurrent assets	3,665	3,665
Accounts payable	6	6
Accrued expenses and other current liabilities	484	484
Current maturities of long-term debt	8,393	8,422
Long-term debt	46,400	48,029
Other noncurrent liabilities	$ 1,190	$ 1,190

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Long-Term Debt

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Long-Term Debt

11. Long-Term Debt

Long-term debt consists of the following (in thousands):

	December 31, 2014		September 30, 2015
Sale leaseback financing obligation	$	126,643	$	123,093
Senior term loan on Uphoff properties ("VIE Debt", see Note 4)		56,452		54,793
2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin		683,378		875,000
6.375% Senior Notes Due 2023		—		800,000
5.500% Senior Notes Due 2020		—		600,000
Notes payable, bearing interest at 6% and 4% at Sunoco LP		3,552		3,532
Capital lease obligations		494		344
Note payable, bearing interest at 7% at Susser		457		446
Promissory note with ETP at Susser		235,000		—
Total debt		1,105,976		2,457,208
Less: current maturities		13,772		13,762
Long-term debt, net of current maturities	$	1,092,204	$	2,443,446

5.500% Senior Notes Due 2020

On July 20, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2020 Issuers”), completed a private offering of $600.0 million 5.500% senior notes due 2020 (the “2020 Senior Notes”). The terms of the 2020 Senior Notes are governed by an indenture dated July 20, 2015 (the “2020 Indenture”), among the 2020 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2020 Guarantors”) and U.S. Bank National Association, as trustee (the “2020 Trustee”). The 2020 Senior Notes will mature on August 1, 2020 and interest is payable semi-annually on February 1 and August 1 of each year, commencing February 1, 2016. The 2020 Senior Notes are senior obligations of the 2020 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2020 Senior Notes and guarantees are unsecured and rank equally with all of the 2020 Issuers’ and each 2020 Guarantor’s existing and future senior obligations. The 2020 Senior Notes are senior in right of payment to any of the 2020 Issuers’ and each 2020 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2020 Senior Notes and guarantees. The 2020 Senior Notes and guarantees are effectively subordinated to the 2020 Issuers’ and each 2020 Guarantor’s secured obligations, including obligations under the Partnership’s revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2020 Senior Notes.

Net proceeds of $592.5 million were used to fund a portion of the cash consideration for the Susser acquisition.

6.375% Senior Notes Due 2023

On April 1, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2023 Issuers”), completed a private offering of $800.0 million 6.375% senior notes due 2023 (the “2023 Senior Notes”). The terms of the 2023 Senior Notes are governed by an indenture dated April 1, 2015 (the “2023 Indenture”), among the 2023 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2023 Guarantors”) and U.S. Bank National Association, as trustee (the “2023 Trustee”). The 2023 Senior Notes will mature on April 1, 2023 and interest is payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2015. The 2023 Senior Notes are senior obligations of the 2023 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2023 Senior Notes and guarantees are unsecured and rank equally with all of the 2023 Issuers’ and each 2023 Guarantor’s existing and future senior obligations. The 2023 Senior Notes are senior in right of payment to any of the 2023 Issuers’ and each 2023 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2023 Senior Notes and guarantees. The 2023 Senior Notes and guarantees are effectively subordinated to the 2023 Issuers’ and each 2023 Guarantor’s secured obligations, including obligations under the Partnership’s revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2023 Senior Notes. ETP Retail provided a guarantee of collection to the 2023 Issuers with respect to the payment of the principal amount of the 2023 Senior Notes. ETP Retail is not subject to any of the covenants under the 2023 Indenture.

Net proceeds of $786.5 million were used to fund the cash consideration for our Sunoco LLC acquisition and repay borrowings under our 2014 Revolver (as defined below).

Revolving Credit Agreement

On September 25, 2014, we entered into a new $1.25 billion revolving credit facility (the “2014 Revolver”) with a syndicate of banks expiring September 25, 2019 (which date may be extended in accordance with the terms of the 2014 Revolver). The 2014 Revolver includes an accordion feature providing flexibility to increase the facility by an additional $250 million, subject to certain conditions. Borrowings under the 2014 Revolver were used to repay and cancel the $400 million revolving credit facility (the “2012 Revolver”) entered into in connection with the IPO. Effective April 8, 2015, in connection with the Sunoco LLC acquisition, we entered into a Specified Acquisition Period (as defined in the 2014 Revolver) in which our leverage ratio compliance requirements were adjusted upward. Such Specified Acquisition Period ended on August 19, 2015 and concurrently in connection with the Susser acquisition, we entered into a new Specified Acquisition Period.

On April 10, 2015, the Partnership entered into a First Amendment to Credit Agreement and Increase Agreement (the “First Amendment”) with the lenders party thereto and Bank of America, N.A. in its capacity as administrative agent and collateral agent, pursuant to which the lenders thereto severally agreed to (i) provide $250 million in aggregate incremental commitments under the Partnership’s 2014 Revolver and (ii) make certain amendments to the 2014 Revolver as described in the First Amendment. After giving effect to the First Amendment, the 2014 Revolver permits the Partnership to borrow up to $1.5 billion on a revolving credit basis.

As of September 30, 2015, the balance on the 2014 Revolver was $875.0 million, and $11.8 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at September 30, 2015 was $613.2 million. The Partnership was in compliance with all financial covenants at September 30, 2015.

Guaranty by Susser of 2014 Revolver

Susser entered into a Guaranty of Collection (the “Guaranty”) in connection with a Term Loan and the 2012 Revolver, which was transferred to the 2014 Revolver. Pursuant to the Guaranty, Susser guaranteed the collection of the principal amount outstanding under the 2014 Revolver. Susser’s obligation under the Guaranty was limited to $180.7 million. Susser was not required to make payments under the Guaranty unless and until (a) the Partnership failed to make a payment on the 2014 Revolver, (b) the obligations under such facilities were accelerated, (c) all remedies of the applicable lenders to collect the unpaid amounts due under such facilities, whether at law or equity, were exhausted and (d) the applicable lenders failed to collect the full amount owing on such facilities. In addition, Susser entered into a Reimbursement Agreement with PropCo, whereby Susser was obligated to reimburse PropCo for any amounts paid by PropCo under the Guaranty of the 2014 Revolver executed by our subsidiaries. Susser’s exposure under this reimbursement agreement was limited, when aggregated with its obligation under the Guaranty, to $180.7 million. Subsequent to the closing of the Susser acquisition, Susser and its material subsidiaries (as defined by the 2014 Revolver) were joined to the 2014 Revolver as subsidiary guarantors and Susser was released from the Guaranty.

Variable Interest Entity Debt

Our consolidated VIEs (resulting from the MACS acquisition) have a senior term loan (“VIE Debt”), collateralized by certain real and personal properties of the consolidated variable interest entities. The VIE Debt bears interest at LIBOR plus 3.75%, with a floor of 4.5%. As of September 30, 2015, the interest rate was 4.5% and the balance outstanding was $33.0 million. The VIE Debt principal and interest is repayable in equal monthly installments over a 20 year period and includes the right to prepay all outstanding principal at any time, with a penalty of up to 3.0% depending on the date of repayment.

The remaining VIE debt of approximately $21.8 million consists of loans collateralized by equipment and property. The average stated interest rate for these loans was approximately 5.4% as of September 30, 2015. The majority of the debt requires monthly principal and interest payments with maturities through 2034.

Sale Leaseback Financing Obligation

On April 4, 2013, MACS completed a sale leaseback transaction with two separate companies for 50 of its dealer operated sites. As MACS did not meet the criteria for sale leaseback accounting, this transaction was accounted for as a financing arrangement over the course of the lease agreement. The obligations mature in varying dates through 2033, require monthly interest and principal payments, and bear interest at 5.125%. The obligation related to this transaction is included in long-term debt and the balance outstanding as of September 30, 2015 was $123.1 million.

Promissory Note with ETP

On August 29, 2014, in connection with the merger with ETP, Susser entered into a promissory note with HHI, providing Susser with a line of credit of up to $350 million, maturing on December 31, 2017. Initial borrowings under the promissory note were used to repay the 2013 Susser Revolver and to fund miscellaneous closing costs associated with the merger with ETP. Borrowings under the promissory note accrued interest at a rate equal to the three month London interbank offer rate plus 1.5%. Susser paid interest on the unpaid principal balance on the first business day of each month. The promissory note was canceled in connection with the closing of the Susser acquisition by SUN with a balance of $255.0 million. As of September 30 2015, there were no amounts due and outstanding under the promissory note.

Other Debt

In July 2010 we entered into a mortgage note for an aggregate initial borrowing amount of $1.2 million. The balance outstanding at December 31, 2014 and September 30, 2015 was $1.1 million and $1.0 million, respectively. The mortgage note bears interest at a fixed rate of 6.0%.

In September 2013, we assumed a $3.0 million term loan as part of the acquisition of Gainesville Fuel, Inc. The balance outstanding at December 31, 2014 and September 30, 2015 was $2.5 million. The term loan bears interest at a fixed rate of 4.0%.

In December 2011, Susser entered into a promissory note for an aggregate initial principal amount of $0.5 million. The balance outstanding at December 31, 2014 and September 30, 2015 was $0.5 million. The promissory note bears interest at a fixed rate of 7%.

The estimated fair value of long-term debt is calculated using Level 3 inputs (See Note 12). The fair value of debt as of September 30, 2015, is estimated to be approximately $2.4 billion, based on outstanding balances as of the end of the period using current interest rates for similar securities.

Capital Lease Obligations

Our capital lease obligations relate to vehicles and office equipment. The total cost of assets under capital leases was $1.1 million with accumulated depreciation of $1.0 million at each December 31, 2014 and September 30, 2015.

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Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 02, 2015
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Entity Registrant Name	SUNOCO LP
Trading Symbol	SUN
Entity Central Index Key	0001552275
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	Yes
Common Units [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		52,373,639
Subordinated Units [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,939,436
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		11,018,744

XML

Fair Value Measurements

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

12. Fair Value Measurements

We use fair value measurements to measure, among other items, purchased assets and investments, leases and derivative contracts. We also use them to assess impairment of properties, equipment, intangible assets and goodwill. Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters, or is derived from such prices or parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs is used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.

ASC 820 “Fair Value Measurements and Disclosures” prioritizes the inputs used in measuring fair value into the following hierarchy:

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;

Level 3 Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

Debt or equity securities are classified into the following reporting categories: held-to-maturity, trading, or available-for-sale securities. The investments in debt securities, which typically mature in one year or less, are classified as held-to-maturity and valued at amortized cost, which approximates fair value. The fair value of marketable securities is measured using Level 1 inputs. There were none outstanding as of December 31, 2014 nor September 30, 2015.

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Consolidated Statements Of Operations and Comprehensive Income - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2014	Aug. 31, 2014	Sep. 30, 2015	Aug. 31, 2014	Sep. 30, 2015
Revenues
Retail motor fuel sales	$ 350,689		$ 854,140		$ 2,538,495
Wholesale motor fuel sales to third parties	1,021,267		2,664,186		8,021,741
Wholesale motor fuel sales to affiliates	271,726		500,362		1,391,145
Merchandise sales	115,070		429,891		1,195,306
Rental income	2,531		18,411		54,202
Other	9,300		20,327		59,834
Total revenues	1,770,583		4,487,317		13,260,723
Cost of sales
Retail motor fuel cost of sales	326,538		740,632		2,281,887
Wholesale motor fuel cost of sales	1,300,425		3,076,942		9,048,913
Merchandise cost of sales	78,091		287,364		801,231
Other	426		1,232		3,744
Total cost of sales	1,705,480		4,106,170		12,135,775
Gross profit	65,103		381,147		1,124,948
Operating expenses
General and administrative	10,844		42,752		131,175
Other operating	55,025		183,623		504,813
Rent	5,048		23,586		70,097
Loss (gain) on disposal of assets	(34)		696		1,531
Depreciation, amortization and accretion	13,309		45,601		144,128
Total operating expenses	84,192		296,258		851,744
Income from operations	(19,089)		84,889		273,204
Interest expense, net	(3,371)		(28,517)		(57,692)
Income before income taxes	(22,460)		56,372		215,512
Income tax expense	(980)		(28,972)		(43,657)
Net income (loss) and comprehensive income (loss)	(23,440)		27,400		171,855
Less: Net income (loss) and comprehensive income (loss) attributable to noncontrolling interest			(12,142)		49,788
Less: Preacquisition income (loss) allocated to general partner	(21,684)		11,998		64,789
Net income (loss) and comprehensive income (loss) attributable to partners	$ (1,756)		$ 27,544		$ 57,278
Cash distribution per unit	$ 0.5457		$ 0.7454		$ 2.0838
Common Units [Member]
Operating expenses
Common (basic and diluted)	$ (0.09)		$ 0.30		$ 0.96
Common units - public	11,053,799		43,772,142		30,994,132
Subordinated Units [Member]
Operating expenses
Common (basic and diluted)	$ (0.09)		$ 0.52		$ 1.21
Subordinated units - affiliated	10,939,436		10,939,436		10,939,436
Common Units - Public [Member]
Operating expenses
Common units - public	10,974,491		24,340,677		21,486,879
Common Units - Affiliated [Member]
Operating expenses
Common units - public	79,308		19,431,349		9,507,137
Predecessor [Member]
Revenues
Retail motor fuel sales		$ 0
Wholesale motor fuel sales to third parties		323,281		$ 1,275,422
Wholesale motor fuel sales to affiliates		571,755		2,200,394
Merchandise sales		0
Rental income		3,424		11,690
Other		1,117		4,683
Total revenues		899,577		3,492,189
Cost of sales
Retail motor fuel cost of sales		0
Wholesale motor fuel cost of sales		882,666		3,429,169
Merchandise cost of sales		0
Other		553		2,339
Total cost of sales		883,219		3,431,508
Gross profit		16,358		60,681
Operating expenses
General and administrative		6,833		17,075
Other operating		1,169		4,964
Rent		196		729
Loss (gain) on disposal of assets		(3)		(39)
Depreciation, amortization and accretion		3,798		10,457
Total operating expenses		11,993		33,186
Income from operations		4,365		27,495
Interest expense, net		(1,491)		(4,767)
Income before income taxes		2,874		22,728
Income tax expense		(91)		(218)
Net income (loss) and comprehensive income (loss)		2,783		22,510
Less: Net income (loss) and comprehensive income (loss) attributable to noncontrolling interest		0
Net income (loss) and comprehensive income (loss) attributable to partners		$ 2,783		$ 22,510
Cash distribution per unit		$ 0		$ 1.0218
Predecessor [Member] | Common Units [Member]
Operating expenses
Common (basic and diluted)		$ 0.13		$ 1.02
Common units - public		11,055,984		11,048,745
Predecessor [Member] | Subordinated Units [Member]
Operating expenses
Common (basic and diluted)		$ 0.13		$ 1.02
Subordinated units - affiliated		10,939,436		10,939,436
Predecessor [Member] | Common Units - Public [Member]
Operating expenses
Common units - public		10,957,974		10,944,309
Predecessor [Member] | Common Units - Affiliated [Member]
Operating expenses
Common units - public		79,308		79,308
Susser [Member]
Operating expenses
Less: Preacquisition income (loss) allocated to general partner	$ (21,684)		$ 11,998
Susser [Member] | Predecessor [Member]
Operating expenses
Less: Preacquisition income (loss) allocated to general partner		$ 0

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Inventories

9 Months Ended

Sep. 30, 2015

Inventory Disclosure [Abstract]

Inventories

6. Inventories

Due to changes in fuel prices, we recorded a $205.3 million and a $34.3 million write-down of the value of fuel inventory at December 2014 and September 2015, respectively. Allowances are immaterial for separate disclosure and are included within the “Other” line item.

Inventories consist of the following (in thousands):

	December 31, 2014		September 30, 2015
Fuel-retail	$	31,934	$	33,249
Fuel-other wholesale		302,675		215,666
Fuel-consignment		7,337		3,767
Merchandise		83,790		81,954
Equipment and maintenance spare parts		11,210		12,738
Other		3,348		3,239
Inventories, net	$	440,294	$	350,613

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Accounts Receivable

9 Months Ended

Sep. 30, 2015

Accounts Receivable Net [Abstract]

Accounts Receivable

5. Accounts Receivable

Accounts receivable, excluding receivables from affiliates, consist of the following (in thousands):

	December 31, 2014			September 30, 2015
Accounts receivable, trade	$	193,199		$	223,156
Credit card receivables		37,277			50,282
Vendor receivables for rebates, branding, and other		16,536			16,380
Other receivables		14,033			32,068
Allowance for doubtful accounts		(3,980	)		(4,046	)
Accounts receivable, net	$	257,065		$	317,840

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Unit-Based Compensation

9 Months Ended

Sep. 30, 2015

Share Based Compensation [Abstract]

Share-Based Compensation

17. Unit-Based Compensation

Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income is as follows (in thousands):

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014		Three Months Ended September 30, 2015		January 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014		Nine Months Ended September 30, 2015
	Predecessor		Successor				Predecessor		Successor
Phantom common units (1)	$	372	$	1,893	$	1,781	$	604	$	1,893	$	3,416
Allocated expense from Parent (2)		2,836		610		113		4,088		610		113
Total equity-based compensation expense	$	3,208	$	2,503	$	1,894	$	4,692	$	2,503	$	3,529

(1) Excludes unit-based compensation expense related to units issued to non-employees.

(2) Reflects expenses allocated to us by Susser prior to the ETP Merger and expenses allocated to us by ETP
subsequent to the closing of the ETP Merger.

Phantom Common Unit Awards

Prior to the ETP Merger, there were phantom unit awards issued to certain directors and employees under the Sunoco LP 2012 Long-Term Incentive Plan (the “LTIP”). The fair value of each phantom unit on the grant date was equal to the market price of our common unit on that date reduced by the present value of estimated dividends over the vesting period, since the phantom units did not receive dividends until vested. The estimated fair value of our phantom units was amortized over the vesting period using the straight-line method. Non-employee director awards vested over a one-to-three-year period and employee awards vest ratably over a two-to-five-year service period. Concurrent with the ETP Merger, all unvested phantom units vested and compensation cost of $0.4 million was recognized.

Subsequent to the ETP Merger, phantom units were issued which also have the right to receive distributions prior to vesting. During the nine months ended September 30, 2015, 287,749 phantom units were issued. The units vest 60% after three years and 40% after five years. The fair value of these units is the market prices of our common units on the grant date, and is being amortized over the five-year vesting period using the straight-line method. Total unrecognized compensation cost related to our nonvested phantom units totaled $18.3 million as of September 30, 2015, which is expected to be recognized over a weighted average period of 3.04 years. The fair value of nonvested service phantom units outstanding as of September 30, 2015 totaled $22.6 million.

A summary of our phantom unit award activity is set forth below:

	Number of Phantom Common Units			Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2014 (Predecessor)		36,963		$	21.66
Granted		6,354			33.24
Vested		(40,317	)		23.72
Forfeited		(3,000	)		18.42
Nonvested at August 31, 2014 (Predecessor)		—			—
Granted		241,235			45.50
Nonvested at December 31, 2014 (Successor)		241,235			45.50
Granted		287,749			49.68
Forfeited		(60,846	)		39.23
Nonvested at September 30, 2015 (Successor)		468,138			48.25

Cash Awards

In January 2015, the Partnership granted 30,710 awards that are settled in cash under the terms of the Sunoco LP Long-Term Cash Restricted Unit Plan. An additional 1,000 awards were granted in September 2015. These awards do not have the right to receive distributions prior to vesting. The awards vest 100% after three years. Total unrecognized compensation cost related to our nonvested cash awards totaled $1.0 million as of September 30, 2015, which is expected to be recognized over a weighted average period of 2.2 years. The fair value of nonvested cash awards outstanding as of September 30, 2015 totaled $1.6 million.

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Commitments And Contingencies

9 Months Ended

Sep. 30, 2015

Leases [Abstract]

Commitments and Contingencies

13. Commitments and Contingencies

Leases

The Partnership leases certain convenience store and other properties under non-cancellable operating leases whose initial terms are typically 5 to 15 years, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease. We typically are responsible for payment of real estate taxes, maintenance expenses and insurance. These properties are primarily sublet to third parties.

The components of net rent expense are as follows (in thousands):

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015		January 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor		Successor					Predecessor		Successor
Cash rent:
Store base rent	$	147	$	5,060		$	20,394	$	562	$	5,060		$	60,843
Equipment and other rent (1)		47		95			3,017		155		95			9,238
Total cash rent		194		5,155			23,411		717		5,155			70,081
Non-cash rent:
Straight-line rent		2		78			175		12		78			16
Amortization of deferred gain		—		(185	)		—		—		(185	)		—
Net rent expense	$	196	$	5,048		$	23,586	$	729	$	5,048		$	70,097

(1) Equipment rent consists primarily of store equipment and vehicles.

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Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2015

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

9. Goodwill and Other Intangible Assets

Goodwill is not amortized, but is tested annually for impairment, or more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test is performed as of the first day of the fourth quarter of the fiscal year. At December 31, 2014 and September 30, 2015, we had $1.9 billion and $1.8 billion of goodwill, respectively, recorded in conjunction with past business combinations. The 2014 impairment analysis indicated no impairment in goodwill. During 2015, we continued our evaluation of the Aloha purchase accounting with the assistance of a third party valuation firm. An adjustment related to the Aloha acquisition of $49.1 million was made to reduce goodwill and increase tangible and intangible assets, offset by an increase in deferred tax liability. See Note 3 for the preliminary estimated fair values of Aloha's assets and liabilities as of the date of acquisition.

In connection with the finalization of the ETP Merger valuation, an adjustment of $15.1 million was made to reduce goodwill and deferred tax liability, and increase property and equipment.

As of September 30, 2015, we evaluated potential impairment indicators. We believe no impairment occurred during the third quarter of 2015, and we believe the assumptions used in the analysis performed in 2014 are still relevant and indicative of our current operating environment. As a result, no impairment was recorded to goodwill during the period from January 1, 2015 through September 30, 2015.

The Partnership has indefinite-lived intangible assets recorded that are not amortized. These indefinite-lived assets consist of tradenames, franchise rights, contractual rights, and liquor licenses. Tradenames, franchise rights, and liquor licenses relate to our retail segment while contractual rights relate to our wholesale segment.

In accordance with ASC 350 “Intangibles-Goodwill and Other,” the Partnership has finite-lived intangible assets recorded that are amortized. The definite-lived assets consist of supply agreements, customer relations, favorable leasehold arrangements, non-competes, and loan origination costs, all of which are amortized over the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Partnership's future cash flows. Customer relations and supply agreements are amortized over a period of approximately five to 20 years. Favorable leasehold arrangements are amortized over an average period of approximately 15 years. Non-competition agreements are amortized over the terms of the respective agreements. Loan origination costs are amortized over the life of the underlying debt as an increase to interest expense.

Prior to December 31, 2014, our Stripes and Laredo Taco Company tradenames were amortized over 30 years. As of January 1, 2015, management deemed the Stripes and Laredo Taco Company tradenames to be finite-lived assets and ceased amortization, retrospectively applying the indefinite lived designation beginning on September 1, 2014.

We evaluate the estimated benefit periods and recoverability of other intangible assets when facts and circumstances indicate that the lives may not be appropriate and/or the carrying values of the assets may not be recoverable. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds estimated fair value.

The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill (in thousands):

	December 31, 2014						September 30, 2015
	Gross						Gross
	Carrying		Accumulated		Net Book		Carrying		Accumulated		Net Book
	Amount		Amortization		Value		Amount		Amortization		Value
Indefinite-lived
Tradenames	$	498,937	$	6,508	$	492,429	$	493,058	$	6,508	$	486,550
Franchise rights		329		—		329		—		—		—
Contractual rights		—		—		—		24,000		—		24,000
Liquor licenses		16,000		—		16,000		16,000		—		16,000
Finite-lived
Customer relations including supply agreements		447,821		98,602		349,219		535,405		134,504		400,901
Favorable leasehold arrangements, net		25,530		1,158		24,372		25,794		1,412		24,382
Loan origination costs		7,611		381		7,230		28,068		1,691		26,377
Other intangibles		4,604		728		3,876		3,675		1,294		2,381
Intangible assets, net	$	1,000,832	$	107,377	$	893,455	$	1,126,000	$	145,409	$	980,591

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Long-Term Debt Sale Leaseback Financing Obligation (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)	Apr. 04, 2013 Company Dealer
Debt Disclosure [Abstract]
Number of companies completed sale leaseback transaction | Company			2
Number of dealer operated sites | Dealer			50
Sale Leaseback Transaction, Imputed Interest Rate	5.125%
Sale leaseback financing obligation	$ 123,093	$ 126,643

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Property And Equipment

9 Months Ended

Sep. 30, 2015

Property Plant And Equipment [Abstract]

Property and Equipment

7. Property and Equipment

Property and equipment consist of the following (in thousands):

	December 31, 2014			September 30, 2015
Land	$	667,323		$	756,030
Buildings and leasehold improvements		866,062			957,927
Equipment		541,397			708,255
Construction in progress		96,020			53,278
Total property and equipment		2,170,802			2,475,490
Less: accumulated depreciation		(89,676	)		(177,486	)
Property and equipment, net	$	2,081,126		$	2,298,004

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Assets Held for Sale

9 Months Ended

Sep. 30, 2015

Assets Of Disposal Group Including Discontinued Operation [Abstract]

Assets Held for Sale

8. Assets Held for Sale

Assets held for sale are currently under contract for sale and are expected to close within one year. The disposition of assets held for sale during the three and nine month periods ended September 30, 2014 and September 30, 2015 resulted in an immaterial gain or loss. These are included in gain/loss on disposal of assets in the Consolidated Statements of Operations and Comprehensive Income. As of December 31, 2014 and September 30, 2015, we had assets held for sale of $1.1 million and $1.9 million, respectively. These are included in other noncurrent assets on the Consolidated Balance Sheet.

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Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2015

Accrued Expenses And Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

10. Accrued Expenses and Other Current Liabilities

Current accrued expenses and other current liabilities consist of the following (in thousands):

	December 31, 2014		September 30, 2015
Wage and other employee-related accrued expenses	$	29,002	$	22,485
Franchise agreement termination accrual		4,579		4,478
Accrued tax expense		142,772		142,690
Accrued insurance and environmental		14,332		24,632
Accrued interest expense		1,583		33,684
Deposits and other		98,779		25,808
Total	$	291,047	$	253,777

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Commitments And Contingencies (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2014	Aug. 31, 2014	Sep. 30, 2015	Aug. 31, 2014	Sep. 30, 2015
Operating Leased Assets [Line Items]
Store base rent	$ 5,060		$ 20,394		$ 60,843
Equipment and other rent (1)	95		3,017		9,238
Total cash rent	5,155		23,411		70,081
Straight-line rent	78		175		16
Amortization of deferred gain	(185)
Net rent expense	$ 5,048		$ 23,586		$ 70,097
Predecessor [Member]
Operating Leased Assets [Line Items]
Store base rent		$ 147		$ 562
Equipment and other rent (1)		47		155
Total cash rent		194		717
Straight-line rent		2		12
Net rent expense		$ 196		$ 729
Minimum [Member]
Operating Leased Assets [Line Items]
Lease term					5 years
Maximum [Member]
Operating Leased Assets [Line Items]
Lease term					15 years

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Income Tax (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2014	Aug. 31, 2014	Sep. 30, 2015	Aug. 31, 2014	Sep. 30, 2015
Income Tax Contingency [Line Items]
Percentage of qualifying income					90.00%
Tax at statutory federal rate	$ (7,861)		$ 19,730		$ 75,429
Tax at statutory federal rate, Percentage	35.00%		35.00%		35.00%
Partnership earnings not subject to tax	$ 9,291		$ (6,820)		$ (47,422)
Partnership earnings not subject to tax, Percentage	(41.40%)		(12.10%)		(22.00%)
Other	$ (452)		$ 2,101		$ 1,465
Other, Percentage	2.00%		3.70%		0.70%
State and local tax, net of federal benefit	$ 2		$ 13,961		$ 14,185
State and local tax, net of federal benefit, Percentage	0.00%		24.80%		6.60%
Net income tax expense	$ 980		$ 28,972		$ 43,657
Net income tax expense, Percentage	(4.40%)		51.40%		20.30%
Predecessor [Member]
Income Tax Contingency [Line Items]
Tax at statutory federal rate		$ 1,006		$ 7,956
Tax at statutory federal rate, Percentage		35.00%		35.00%
Partnership earnings not subject to tax		$ (993)		$ (7,978)
Partnership earnings not subject to tax, Percentage		(34.60%)		(35.10%)
Other, Percentage		0.00%		0.00%
State and local tax, net of federal benefit		$ 78		$ 240
State and local tax, net of federal benefit, Percentage		2.70%		1.10%
Net income tax expense		$ 91		$ 218
Net income tax expense, Percentage		3.10%		1.00%

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Fair Value Measurements (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Fair Value Disclosures [Abstract]
Marketable securities	$ 0	$ 0

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Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2015

Accrued Expenses And Other Current Liabilities [Abstract]

Schedule of Accrued Liabilities

Current accrued expenses and other current liabilities consist of the following (in thousands):

	December 31, 2014		September 30, 2015
Wage and other employee-related accrued expenses	$	29,002	$	22,485
Franchise agreement termination accrual		4,579		4,478
Accrued tax expense		142,772		142,690
Accrued insurance and environmental		14,332		24,632
Accrued interest expense		1,583		33,684
Deposits and other		98,779		25,808
Total	$	291,047	$	253,777

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Assets Held for Sale (Details) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Other Noncurrent Assets [Member]
Long Lived Assets Held For Sale [Line Items]
Assets held for sale	$ 1.9	$ 1.1

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Income Tax

9 Months Ended

Sep. 30, 2015

Income Tax Disclosure [Abstract]

Income Tax

15. Income Tax

As a partnership, we are generally not subject to state and federal income tax. Our taxable income or loss, which may vary substantially from the net income or net loss reported in the Consolidated Statements of Operations and Comprehensive Income, is generally includable in the federal and state income tax returns of each unitholder.

As a publicly traded partnership, we are subject to a statutory requirement that our “qualifying income” (as defined by the Internal Revenue Code, related Treasury Regulations and IRS pronouncements) exceed 90% of our total gross income, determined on a calendar year basis. If our qualifying income does not meet this statutory requirement, all of our activity would be taxed as a corporation for federal and state income tax purposes. For the year ended December 31, 2014 and the three and nine months ended September 30, 2015, our qualifying income met the statutory requirements.

To meet the statutory requirements for qualifying income, we conduct certain activities that do not produce qualifying income through corporate subsidiaries. Historically, our effective tax rate differed from the statutory rate primarily due to partnership earnings that are not subject to U.S. federal and most state income taxes at the partnership level. The completion of the MACS, Aloha, Sunoco LLC, and Susser acquisitions (see Note 3) significantly increased the activities conducted through corporate subsidiaries. A reconciliation of income tax expense (benefit) at the U.S. statutory rate to the income tax expense (benefit) attributable to continuing operations for the three and nine months ended September 30, 2014 and 2015 is as follows (in thousands, except for tax rate percentages):

	July 1, 2014 through August 31, 2014					September 1, 2014 through September 30, 2014					Three Months Ended September 30, 2015
	Predecessor					Successor
Tax at statutory federal rate	$	1,006		35.0	%	$	(7,861	)	35.0	%	$	19,730		35.0	%
Partnership earnings not subject to tax		(993	)	(34.6	)%		9,291		(41.4	)%		(6,820	)	(12.1	)%
Other		—		0.0	%		(452	)	2.0	%		2,101		3.7	%
State and local tax, net of federal benefit		78		2.7	%		2		0.0	%		13,961		24.8	%
Net income tax expense	$	91		3.1	%	$	980		(4.4	)%	$	28,972		51.4	%

	January 1, 2014 through August 31, 2014					September 1, 2014 through September 30, 2014					Nine Months Ended September 30, 2015
	Predecessor					Successor
Tax at statutory federal rate	$	7,956		35.0	%	$	(7,861	)	35.0	%	$	75,429		35.0	%
Partnership earnings not subject to tax		(7,978	)	(35.1	)%		9,291		(41.4	)%		(47,422	)	(22.0	)%
Other		—		0.0	%		(452	)	2.0	%		1,465		0.7	%
State and local tax, net of federal benefit		240		1.1	%		2		0.0	%		14,185		6.6	%
Net income tax expense	$	218		1.0	%	$	980		(4.4	)%	$	43,657		20.3	%

The increase in the effective tax rate for the three and nine months ended September 30, 2015 was primarily due to an increase in corporate subsidiary earnings subject to tax and statutory rate changes as a result of the Susser acquisition.

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Related-Party Transactions

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

Related-Party Transactions

20. Related-Party Transactions

• Through our ownership interest in Sunoco LLC, we are party to the following fee-based commercial agreements with various subsidiaries of ETP:Sunoco, Inc. Distribution Contract – a 10-year agreement under which Sunoco LLC is the exclusive wholesale distributor of motor fuel to Sunoco, Inc.’s existing convenience stores. Pursuant to the agreement, pricing is cost plus a fixed margin of four cents per gallon.

• Philadelphia Energy Solutions Offtake Contract – A 1-year supply agreement with Philadelphia Energy Solutions LLC (“PES”). Sunoco, Inc. owns a 33% non-operating noncontrolling interest in PES. The terms of the supply agreement are generally the same terms that would be available to unrelated third parties.

• Sunoco Logistics Partners L.P. Transportation and Terminalling Contracts – Sunoco LLC is party to various agreements with subsidiaries of Sunoco Logistics Partners L.P. for pipeline, terminalling and storage services. Sunoco LLC also has agreements for the purchase and sale of fuel. The terms of these agreements are generally the same terms that would be available to unrelated third parties.

We are party to the Susser Distribution Contract, a 10-year agreement under which we are the exclusive distributor of motor fuel at cost (including tax and transportation costs), plus a fixed profit margin of three cents per gallon to Susser’s existing Stripes convenience stores and independently operated consignment locations.

Summary of Transactions

Related party transactions with affiliates for the three and nine month periods ended September 30, 2014 and 2015 are as follows (in thousands except store count data):

	July 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014		Three Months Ended September 30, 2015		January 1, 2014 through August 31, 2014		September 1, 2014 through September 30, 2014		Nine Months Ended September 30, 2015
	Predecessor		Successor				Predecessor		Successor
Motor fuel sales to affiliates (1)	$	571,755	$	271,726	$	500,362	$	2,200,394	$	271,726	$	1,391,145
Bulk fuel purchases from ETP		—		359,890		549,027		—		359,890		1,965,259
Allocated cost of employees		3,040		—		—		4,768		—		—

(1) During the predecessor period, the majority of these sales were pursuant to the Susser Distribution Contract discussed above. During the successor period, the majority were pursuant to the Sunoco, Inc. Distribution Contract discussed above.

Additional significant affiliate activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income are as follows:

• Net accounts receivable from affiliates were $4.9 million and $25.2 million at December 31, 2014 and September 30, 2015, respectively, which are primarily related to motor fuel purchases from us.

• Net accounts payable to ETP was $57.0 million and $35.4 million as of December 31, 2014 and September 30, 2015, respectively, which are related to operational expenses and fuel pipeline purchases.

• Net advances from affiliates was $396.4 million and $242.6 million as of December 31, 2014 and September 30, 2015, respectively, which are primarily related to the treasury services agreement between Sunoco LLC and Sunoco, Inc. which is in place for purposes of cash management.

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Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Inventory Disclosure [Abstract]
Fuel-retail	$ 33,249	$ 31,934
Fuel-other wholesale	215,666	302,675
Fuel-consignment	3,767	7,337
Merchandise	81,954	83,790
Equipment and maintenance spare parts	12,738	11,210
Other	3,239	3,348
Inventories, net	$ 350,613	$ 440,294

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Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following tables present financial information by segment for the one month ended September 30, 2014 and each of the three and nine months ended September 30, 2015:

Segment Financial Data for the One Month Ended September 30, 2014

(in thousands)

	Wholesale Segment			Retail Segment			Intercompany Eliminations			Totals
Revenue
Retail motor fuel sales	$	—		$	350,689					$	350,689
Wholesale motor fuel sales to third parties		1,021,267			—						1,021,267
Wholesale motor fuel sales to affiliates		271,726			—						271,726
Merchandise sales		—			115,070						115,070
Rental income		2,286			245						2,531
Other income		3,908			5,392						9,300
Intersegment sales		5,994			—			(5,994	)		—
Total revenue		1,305,181			471,396			(5,994	)		1,770,583
Gross profit
Retail motor fuel		—			24,151						24,151
Wholesale motor fuel		(7,432	)		—						(7,432	)
Merchandise		—			36,979						36,979
Rental and other		5,769			5,636						11,405
Total gross profit		(1,663	)		66,766						65,103
Total operating expenses		24,699			59,493						84,192
Income from operations		(26,362	)		7,273						(19,089	)
Interest expense, net		(974	)		(2,397	)					(3,371	)
Income before income taxes		(27,336	)		4,876						(22,460	)
Income tax expense		(971	)		(9	)					(980	)
Net income and comprehensive income	$	(28,307	)	$	4,867					$	(23,440	)
Depreciation, amortization and accretion		5,258			8,051						13,309
Interest expense, net		974			2,397						3,371
Income tax expense		971			9						980
EBITDA		(21,104	)		15,324						(5,780	)
Non-cash compensation expense		422			2,081						2,503
Loss (gain) on disposal of assets		(89	)		55						(34	)
Unrealized loss on commodity derivatives		358			—						358
Inventory fair value adjustments		47,535			893						48,428
Adjusted EBITDA	$	27,122		$	18,353					$	45,475
Capital expenditures	$	16,093		$	4,030					$	20,123
Total assets	$	2,393,498		$	3,449,629					$	5,843,127

Segment Financial Data for the Three Months Ended September 30, 2015

(in thousands)

	Wholesale Segment			Retail Segment			Intercompany Eliminations			Totals
Revenue
Retail motor fuel sales	$	—		$	854,140					$	854,140
Wholesale motor fuel sales to third parties		2,664,186			—						2,664,186
Wholesale motor fuel sales to affiliates		500,362			—						500,362
Merchandise sales		—			429,891						429,891
Rental income		11,332			7,079						18,411
Other income		12,054			8,273						20,327
Intersegment sales		101,960			—			(101,960	)		—
Total revenue		3,289,894			1,299,383			(101,960	)		4,487,317
Gross profit
Retail motor fuel		—			113,508						113,508
Wholesale motor fuel		87,606			—						87,606
Merchandise		—			142,527						142,527
Rental and other		27,787			9,719						37,506
Total gross profit		115,393			265,754						381,147
Total operating expenses		90,169			206,089						296,258
Income from operations		25,224			59,665						84,889
Interest expense, net		(12,338	)		(16,179	)					(28,517	)
Income before income taxes		12,886			43,486						56,372
Income tax expense		(39	)		(28,933	)					(28,972	)
Net income and comprehensive income	$	12,847		$	14,553					$	27,400
Depreciation, amortization and accretion		13,571			32,030						45,601
Interest expense, net		12,338			16,179						28,517
Income tax expense		39			28,933						28,972
EBITDA		38,795			91,695						130,490
Non-cash compensation expense		1,398			496						1,894
Loss (gain) on disposal of assets		920			(224	)					696
Unrealized loss on commodity derivatives		735			—						735
Inventory fair value adjustments		87,307			7,240						94,547
Adjusted EBITDA	$	129,155		$	99,207					$	228,362
Capital expenditures	$	7,127		$	87,379					$	94,506
Total assets	$	2,178,807		$	4,000,786					$	6,179,593

Segment Financial Data for the Nine Months Ended September 30, 2015

(in thousands)

	Wholesale Segment			Retail Segment			Intercompany Eliminations			Totals
Revenue
Retail motor fuel sales	$	—		$	2,538,495					$	2,538,495
Wholesale motor fuel sales to third parties		8,021,741			—						8,021,741
Wholesale motor fuel sales to affiliates		1,391,145			—						1,391,145
Merchandise sales		—			1,195,306						1,195,306
Rental income		34,328			19,874						54,202
Other income		35,438			24,396						59,834
Intersegment sales		310,229			—			(310,229	)		—
Total revenue		9,792,881			3,778,071			(310,229	)		13,260,723
Gross profit
Retail motor fuel		—			256,608						256,608
Wholesale motor fuel		363,973			—						363,973
Merchandise		—			394,076						394,076
Rental and other		66,021			44,270						110,291
Total gross profit		429,994			694,954						1,124,948
Total operating expenses		249,060			602,684						851,744
Income from operations		180,934			92,270						273,204
Interest expense, net		(31,859	)		(25,833	)					(57,692	)
Income before income taxes		149,075			66,437						215,512
Income tax expense		(898	)		(42,759	)					(43,657	)
Net income and comprehensive income	$	148,177		$	23,678					$	171,855
Depreciation, amortization and accretion		47,821			96,307						144,128
Interest expense, net		31,859			25,833						57,692
Income tax expense		898			42,759						43,657
EBITDA		228,755			188,577						417,332
Non-cash compensation expense		2,359			1,170						3,529
Loss on disposal of assets		1,069			462						1,531
Unrealized loss on commodity derivatives		2,927			—						2,927
Inventory fair value adjustments		32,201			2,080						34,281
Adjusted EBITDA	$	267,311		$	192,289					$	459,600
Capital expenditures	$	103,191		$	154,538					$	257,729
Total assets	$	2,178,807		$	4,000,786					$	6,179,593

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Consolidated Statement of Changes in Partners' Equity - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands	Total	Energy Transfer Partners Limited Partnership [Member]	Energy Transfer Partners Limited Partnership [Member] Sunoco LLC [Member]	Contribution of Susser from ETP Holdco and HHI [Member]	Common Units - Public [Member]	Common Units - Affiliated [Member]	Common Units - Affiliated [Member] Energy Transfer Partners Limited Partnership [Member]	Subordinated Units [Member]	Predecessor Equity [Member]	Predecessor Equity [Member] Energy Transfer Partners Limited Partnership [Member]	Predecessor Equity [Member] Energy Transfer Partners Limited Partnership [Member] Sunoco LLC [Member]	Predecessor Equity [Member] Contribution of Susser from ETP Holdco and HHI [Member]	Noncontrolling Interest
Beginning balance at Dec. 31, 2014	$ 3,843,156				$ 874,688	$ 27,459			$ 2,946,653				$ (5,644)
Contribution from ETP			$ (775,000)	$ (966,855)							$ (775,000)	$ (966,855)
Contribution of assets between entities under common control above historic cost	(1,007,700)					1,348		$ 81,357	(1,090,405)
Cancellation of promissory note with ETP		$ 255,000					$ 255,000
Cash distribution to ETP		(204,182)					(25,000)			$ (179,182)
Cash distribution to unitholders	(64,797)				(42,669)	(14,543)		(7,585)
Equity issued to ETP		$ 1,007,699					$ 1,007,699
Public equity offering, net	213,213				213,213
Unit-based compensation	4,757				3,181	1,279		297
Other	1,999				(5)	2,004
Partnership net income	171,855				44,546	11,810		922	$ 64,789				49,788
Ending balance at Sep. 30, 2015	$ 2,479,145				$ 1,092,954	$ 1,267,056		$ 74,991					$ 44,144

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Variable Interest Entities

9 Months Ended

Sep. 30, 2015

Noncontrolling Interest [Abstract]

Variable Interest Entities

4. Variable Interest Entities

MACS entered into agreements with entities controlled by the Uphoff Unitholders (members of MACS Holdings, LLC, owner of MACS prior to the acquisition by ETP) to lease the property, buildings and improvements of 37 sites that are now operated by the Partnership. Under the terms of the agreement, the Partnership has the right to purchase the underlying assets of 33 of these leases, by paying the associated mortgage debt of up to $54.3 million, and by paying $21.2 million less certain amounts denoted as accrued excess rent. Creditors under the agreements do not have recourse to the Partnership's assets in the event of default on the VIE long-term debt (see Note 11). Because of the variable interest purchase option described above, as well as the terms of the leases, the Partnership is determined to be the primary beneficiary of these variable interest entities, and therefore we have consolidated these entities. In determining whether the Partnership is the primary beneficiary, we took into consideration the following:

• Identified the significant activities and the parties that have the power to direct them;

• Reviewed the governing board composition and participation ratio;

• Determining the equity, profit and loss ratio;

• Determining the management-sharing ratio;

• Reviewed employment terms; and

• Reviewed the funding and operating agreements.

The assets and liabilities of the VIEs are presented in the parenthetical amounts on our Consolidated Balance Sheets.

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Long-Term Debt (Guaranty of Debt) (Details) $ in Millions	Sep. 30, 2015 USD ($)
Revolving Credit Facility and Term Loan [Member] | Guaranty of Collection [Member] | Financial Guarantee [Member] | Susser [Member]
Debt Instrument [Line Items]
Amount of debt guaranteed	$ 180.7

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Unit-Based Compensation (Phantom Common Unit Awards) (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		4 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2015	Jan. 31, 2015	Dec. 31, 2014	Aug. 31, 2014	Sep. 30, 2015
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Granted, shares	1,000	30,710
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options	$ 1.0				$ 1.0
Fair Value Of Nonvested Service Phantom Units	1.6				$ 1.6
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition					2 years 2 months 12 days
Cash Awards Vesting Period					3 years
Three Year [Member]
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage		100.00%
Phantom common units [Member]
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Non-vested at beginning of the period, Shares		241,235			241,235
Granted, shares					287,749
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options	18.3				$ 18.3
Fair Value Of Nonvested Service Phantom Units	$ 22.6				$ 22.6
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition					3 years 15 days
Forfeited, shares					(60,846)
Non-vested at end of period, Shares	468,138		241,235		468,138
Granted, Weighted Average Grant Date Fair Value					$ 49.68
Forfeited, Weighted Average Grant Date Fair Value					39.23
Non-vested at end of period, Weighted Average Grant Date Fair Value	$ 48.25				$ 48.25
Phantom common units [Member] | Three Year [Member]
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage					60.00%
Phantom common units [Member] | Five Year [Member]
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage					40.00%
Phantom common units [Member] | 2012 Long Term Incentive Plan [Member] | Predecessor [Member]
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Non-vested at beginning of the period, Shares			0	36,963
Granted, shares			241,235	6,354
Vested, shares				(40,317)
Forfeited, shares				(3,000)
Non-vested at end of period, Shares				0
Non-vested at beginning of the period, Weighted Average Grant Date Fair Value		$ 45.50	$ 0	$ 21.66	$ 45.50
Granted, Weighted Average Grant Date Fair Value			45.50	33.24
Vested, Weighted Average Grant Date Fair Value				23.72
Forfeited, Weighted Average Grant Date Fair Value				18.42
Non-vested at end of period, Weighted Average Grant Date Fair Value			$ 45.50	$ 0
Phantom common units [Member] | Minimum [Member] | Non-employee director [Member] | 2012 Long Term Incentive Plan [Member]
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Vesting Period					1 year
Phantom common units [Member] | Minimum [Member] | Employee [Member] | 2012 Long Term Incentive Plan [Member]
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Vesting Period					2 years
Phantom common units [Member] | Maximum [Member] | Non-employee director [Member] | 2012 Long Term Incentive Plan [Member]
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Vesting Period					3 years
Phantom common units [Member] | Maximum [Member] | Employee [Member] | 2012 Long Term Incentive Plan [Member]
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Vesting Period					5 years
ETP Merger [Member] | Phantom common units [Member] | 2012 Long Term Incentive Plan [Member]
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost					$ 0.4

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Subsequent Events

9 Months Ended

Sep. 30, 2015

Subsequent Events [Abstract]

Subsequent Events

21. Subsequent Events

We have evaluated subsequent events through the date the financial statements were issued, and any material subsequent events that occurred through this date have been properly recognized or disclosed in our consolidated financial statements.

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Income Tax (Tables)

9 Months Ended

Sep. 30, 2015

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of income tax expense (benefit) at the U.S. statutory rate to the income tax expense (benefit) attributable to continuing operations for the three and nine months ended September 30, 2014 and 2015 is as follows (in thousands, except for tax rate percentages):

	July 1, 2014 through August 31, 2014					September 1, 2014 through September 30, 2014					Three Months Ended September 30, 2015
	Predecessor					Successor
Tax at statutory federal rate	$	1,006		35.0	%	$	(7,861	)	35.0	%	$	19,730		35.0	%
Partnership earnings not subject to tax		(993	)	(34.6	)%		9,291		(41.4	)%		(6,820	)	(12.1	)%
Other		—		0.0	%		(452	)	2.0	%		2,101		3.7	%
State and local tax, net of federal benefit		78		2.7	%		2		0.0	%		13,961		24.8	%
Net income tax expense	$	91		3.1	%	$	980		(4.4	)%	$	28,972		51.4	%

	January 1, 2014 through August 31, 2014					September 1, 2014 through September 30, 2014					Nine Months Ended September 30, 2015
	Predecessor					Successor
Tax at statutory federal rate	$	7,956		35.0	%	$	(7,861	)	35.0	%	$	75,429		35.0	%
Partnership earnings not subject to tax		(7,978	)	(35.1	)%		9,291		(41.4	)%		(47,422	)	(22.0	)%
Other		—		0.0	%		(452	)	2.0	%		1,465		0.7	%
State and local tax, net of federal benefit		240		1.1	%		2		0.0	%		14,185		6.6	%
Net income tax expense	$	218		1.0	%	$	980		(4.4	)%	$	43,657		20.3	%

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Interest Expense And Interest Income

9 Months Ended

Sep. 30, 2015

Interest Income Expense Net [Abstract]

Interest Expense and Interest Income

14. Interest Expense and Interest Income

The components of net interest expense are as follows (in thousands):

	July 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Three Months Ended September 30, 2015			January 1, 2014 through August 31, 2014			September 1, 2014 through September 30, 2014			Nine Months Ended September 30, 2015
	Predecessor			Successor						Predecessor			Successor
Interest expense (1)	$	1,420		$	1,783		$	27,918		$	4,516		$	1,783		$	57,501
Amortization of loan costs		87			1,606			1,089			313			1,606			2,291
Interest income		(16	)		(18	)		(490	)		(62	)		(18	)		(2,100	)
Interest expense, net	$	1,491		$	3,371		$	28,517		$	4,767		$	3,371		$	57,692

(1) Interest expense related to the VIEs is approximately $0.8 million, $2.3 million, and $7.0 million for the one month ended September 2014 and the three and nine months ended September 30, 2015.