Discontinued Operations (Notes)

12 Months Ended

Dec. 31, 2019

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Discontinued Operations

On January 23, 2018, we completed the disposition of assets pursuant to the Amended and Restated Asset Purchase Agreement entered by and among Sellers, Buyers and certain other named parties for the limited purposes set forth therein, pursuant to which the parties agreed to amend and restate the 7-Eleven Purchase Agreement to reflect commercial agreements and updates made by the parties in connection with consummation of the transactions contemplated by the 7-Eleven Purchase Agreement. Subsequent to the closing of the 7-Eleven Transaction, previously eliminated wholesale motor fuel sales to the Partnership’s retail locations are reported as wholesale motor fuel sales to third parties. Also, the related accounts receivable from such sales ceased to be eliminated from the Consolidated Balance Sheets and are reported as accounts receivable.

In connection with the closing of the transactions contemplated by the 7-Eleven Purchase Agreement, we entered into a Distributor Motor Fuel Agreement dated as of January 23, 2018 (the “Supply Agreement”), with 7-Eleven and SEI Fuel. The Supply Agreement

consists of a 15-year take-or-pay fuel supply arrangement. For the period from January 1, 2018 through January 22, 2018, and the year ended December 31, 2017, we recorded sales to the sites that were subsequently sold to 7-Eleven of $199 million and $3.2 billion, respectively, that were eliminated in consolidation. We received payments on trade receivables from 7-Eleven of $3.7 billion and $3.4 billion during the years ended December 31, 2019 and 2018, respectively, subsequent to the closing of the sale.

The Partnership concluded that it meets the accounting requirements for reporting the financial position, results of operations and cash flows of the Retail Divestment as discontinued operations. See Note 1 for further information regarding the Retail Divestment.

As a result of the 7-Eleven Transaction, the Partnership recorded transaction costs of $3 million during 2018, and recorded transaction costs of $37 million and unit-based compensation of $6 million during 2017.

The Partnership recorded a $4 million impairment charge to property and equipment during 2017 as a result of the effects of Hurricane Harvey on the Partnership’s retail operations within discontinued operations.

The Partnership had no assets or liabilities associated with discontinued operations as of December 31, 2019 or 2018. There were no results of operations associated with discontinued operations for the year ended December 31, 2019.

The results of operations associated with discontinued operations are presented in the following table:

	Year Ended December 31,
	2018			2017
	(in millions)
Revenues:
Motor fuel sales	$	256		$	5,137
Non motor fuel sales (1)	93			1,827
Total revenues	349			6,964
Cost of sales and operating expenses:
Cost of sales	305			5,806
General and administrative	7			168
Other operating	57			707
Rent	4			56
Loss on disposal of assets and impairment charge	61			286
Depreciation, amortization and accretion expense	—			34
Total cost of sales and operating expenses	434			7,057
Operating loss	(85		)	(93		)
Interest expense, net	2			36
Loss on extinguishment of debt and other, net	20			—
Loss from discontinued operations before income taxes	(107		)	(129		)
Income tax expense	158			48
Loss from discontinued operations, net of income taxes	$	(265	)	$	(177	)

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(1)

Non motor fuel sales includes merchandise sales totaling $89 million and $1.8 billion for the years ended December 31, 2018 and 2017, respectively.