ACQUISITIONS AND OTHER INVESTING TRANSACTIONS

USAC Transaction

On April 2, 2018, ETE acquired (i) all of the outstanding limited liability company interests in USA Compression GP, LLC, the general partner of USAC, and (ii) 12,466,912 USAC common units representing limited partner interests in USAC (“USAC Common Units”) for cash consideration equal to $250 million. Concurrently, ETP contributed to USAC all of the issued and outstanding membership interests of CDM and CDM E&T for aggregate consideration of approximately $1.7 billion, consisting of (i) 19,191,351 USAC Common Units, (ii) 6,397,965 units of a newly authorized and established class of units representing limited partner interests in USAC (“Class B Units”) and (iii) $1.23 billion in cash, including customary closing adjustments (the “CDM Contribution”). The Class B Units are a new class of partnership interests of USAC that have substantially all of the rights and obligations of a USAC Common Unit, except the Class B Units will not participate in distributions for the first four quarters following the closing date of April 2, 2018. Each Class B Unit will automatically convert into one USAC Common Unit on the first business day following the record date attributable to the quarter ending June 30, 2019.

Beginning April 2018, ETE’s consolidated financial statements will reflect USAC as a consolidated subsidiary. At the time our consolidated financial statements were issued, the initial accounting for this business combination was incomplete; therefore, certain required disclosures have not been included herein.

The assets and liabilities of CDM and CDM E&T have not been reflected as held for sale, nor have CDM’s or CDM E&T’s results been reflected as discontinued operations in these financial statements.

Sunoco LP Acquisitions

On April 3, 2018, a subsidiary of Sunoco LP entered into an asset purchase agreement with Superior Plus Energy Services, Inc. (“Superior”), a New York Corporation, pursuant to which it agreed to acquire certain wholesale fuel distribution assets and related terminal assets from Superior for approximately $40 million plus working capital adjustments. The assets consist of a network of approximately 100 dealers, several hundred commercial contracts and three terminals, which are connected to major pipelines serving the Upstate New York market. The transaction closed on April 25, 2018.

On January 4, 2018, Sunoco LP entered into an asset purchase agreement with 7-Eleven and SEI Fuel, pursuant to which the Partnership agreed to acquire 26 retail fuel outlets from 7-Eleven and SEI Fuel for approximately $50 million. The transaction closed on April 2, 2018.

Sunoco LP Convenience Store and Real Estate Sales

On January 23, 2018, Sunoco LP completed the disposition of assets pursuant to the Amended and Restated Asset Purchase Agreement. As a result of the purchase agreement and subsequent closing, previously eliminated wholesale motor fuel sales to Sunoco LP’s retail locations are reported as wholesale motor fuel sales to third parties. Also, the related accounts receivable from such sales are no longer eliminated from the Partnership’s consolidated balance sheets and are reported as accounts receivable.

In connection with the closing of the transactions contemplated by the purchase agreement, Sunoco LP entered into a Distributor Motor Fuel Agreement dated as of January 23, 2018 (“Supply Agreement”), with 7-Eleven and SEI Fuel (collectively, “Distributor”). The Supply Agreement consists of a 15-year take-or-pay fuel supply arrangement under which Sunoco LP has agreed to supply approximately 2.0 billion gallons of fuel annually plus additional aggregate growth volumes of up to 500 million gallons to be added incrementally over the first four years. For the period from January 1, 2018 through January 22, 2018 and the three months ended March 31, 2017, Sunoco LP recorded sales to the sites that were subsequently sold to 7-Eleven of $199 million and $705 million, respectively, which were eliminated in consolidation. Sunoco LP recorded a cash inflow of $612 million from 7-Eleven in first quarter of 2018 since the sale related to payments on trade receivables.

On January 18, 2017, with the assistance of a third-party brokerage firm, Sunoco LP launched a portfolio optimization plan to market and sell 97 real estate assets. Real estate assets included in this process are company-owned locations, undeveloped greenfield sites and other excess real estate. Properties are located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The properties are being sold through a sealed-bid. Of the 97 properties, 47 have been sold, one is under contract to be sold, and eight continue to be marketed by the third-party brokerage firm. Additionally, 32 were sold to 7-Eleven and nine are part of the approximately 207 retail sites located in certain West Texas, Oklahoma, and New Mexico markets which will be operated by a commission agent.

The Partnership has concluded that it meets the accounting requirements for reporting the financial position, results of operations and cash flows of Sunoco LP’s retail divestment as discontinued operations.

The following tables present the aggregate carrying amounts of assets and liabilities classified as held for sale in the consolidated balance sheet:



	March 31, 2018		December 31, 2017
Carrying amount of assets classified as held for sale:
Cash and cash equivalents	$	—	$	21
Inventories	—		149
Other current assets	—		16
Property, plant and equipment, net	6		1,851
Goodwill	—		796
Intangible assets, net	—		477
Other non-current assets, net	—		3
Total assets classified as held for sale in the Consolidated Balance Sheet	$	6	$	3,313

Carrying amount of liabilities classified as held for sale:
Other current and non-current liabilities	$	—	$	75
Total liabilities classified as held for sale in the Consolidated Balance Sheet	$	—	$	75

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



	Three Months Ended March 31,
	2018			2017
REVENUES	$	349		$	1,586

COSTS AND EXPENSES
Cost of products sold	305			1,339
Operating expenses	61			185
Depreciation, depletion and amortization	—			33
Selling, general and administrative	2			32
Total costs and expenses	368			1,589
OPERATING LOSS	(19		)	(3		)
Interest expense, net	2			6
Loss on extinguishment of debt and other	20			—
Other, net	23			5
LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAX BENEFIT	(64		)	(14		)
Income tax expense (benefit)	173			(3		)
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES	(237		)	(11		)
LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAX BENEFIT ATTRIBUTABLE TO ETE	$	(9	)	$	—