UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended September 30, ~~2017~~2018

OR

☐	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 001-32593

Global Partners LP

(Exact name of registrant as specified in its charter)

Delaware		74-3140887
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

P.O. Box 9161
800 South Street
Waltham, Massachusetts 02454-9161
(Address of principal executive offices, including zip code)

(781) 894-8800
(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 ☒ 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 ☒ No ☐

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


Large accelerated filer ☐		Accelerated filer ☒
Non-accelerated filer ☐	~~(Do not check if a smaller reporting company)~~	Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

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

The issuer had 33,995,563 common units outstanding as of November 6, ~~2017.~~2018.

Table of Contents

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)		3

Consolidated Balance Sheets as of September 30, ~~2017~~2018 and December 31, ~~2016~~2017		3

Consolidated Statements of Operations for the three and nine months ended September 30, ~~2017~~2018 and ~~2016~~ 2017		4

Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~ for the three and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017		5

Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2017~~2018 and ~~2016~~2017		6

Consolidated Statement of Partners’ Equity for the nine months ended September 30, ~~2017~~2018		7

Notes to Consolidated Financial Statements		8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		5058

Item 3. Quantitative and Qualitative Disclosures About Market Risk		7683

Item 4. Controls and Procedures		7785

PART II. OTHER INFORMATION		7986

Item 1. Legal Proceedings		7986

Item 1A. Risk Factors		8186

Item 6. Exhibits		8186

SIGNATURES		8288

Table of Contents

Item 1.Financial Statements

GLOBAL PARTNERS LP

CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data)

(Unaudited)


	September 30,		December 31,		September 30,		December 31,
	2017		2016		2018		2017
Assets
Current assets:
Cash and cash equivalents	$	10,855	$	10,028	$	12,451	$	14,858
Accounts receivable, net		330,939		421,360		407,537		417,263
Accounts receivable—affiliates		5,647		3,143		5,310		3,773
Inventories		280,510		521,878		481,457		350,743
Brokerage margin deposits		12,454		27,653		15,226		9,681
Derivative assets		5,350		21,382		7,281		3,840
Prepaid expenses and other current assets		77,175		70,022		89,599		77,977
Total current assets		722,930		1,075,466		1,018,861		878,135
Property and equipment, net		1,038,231		1,099,899		1,109,892		1,036,667
Intangible assets, net		57,670		65,013		62,221		56,545
Goodwill		291,455		294,768		352,550		312,401
Other assets		37,892		28,874		31,806		36,421
Total assets	$	2,148,178	$	2,564,020	$	2,575,330	$	2,320,169
Liabilities and partners’ equity
Current liabilities:
Accounts payable	$	241,724	$	320,262	$	336,530	$	313,412
Working capital revolving credit facility—current portion		39,200		274,600		307,700		126,700
Environmental liabilities—current portion		5,329		5,341		5,001		5,009
Trustee taxes payable		97,857		101,166		37,734		110,321
Accrued expenses and other current liabilities		81,383		70,443		97,377		99,507
Derivative liabilities		11,109		27,413		13,944		13,708
Total current liabilities		476,602		799,225		798,286		668,657
Working capital revolving credit facility—less current portion		100,000		150,000		100,000		100,000
Revolving credit facility		190,000		216,700		244,200		196,000
Senior notes		661,109		659,150		663,775		661,774
Environmental liabilities—less current portion		52,712		57,724		60,320		52,968
Financing obligations		152,463		152,444		150,132		150,334
Deferred tax liabilities		64,181		66,054		38,563		40,105
Other long-term liabilities		59,343		64,882		53,572		56,013
Total liabilities		1,756,410		2,166,179		2,108,848		1,925,851
Partners’ equity
Global Partners LP equity:
Common unitholders 33,995,563 units issued and 33,644,218 outstanding at September 30, 2017 and 33,995,563 units issued and 33,543,669 outstanding at December 31, 2016)		395,219		401,044
General partner interest (0.67% interest with 230,303 equivalent units outstanding at September 30, 2017 and December 31, 2016)		(2,996)		(2,948)
Series A preferred limited partners (2,760,000 and 0 units issued and outstanding at September 30, 2018 and December 31, 2017, respectively)						67,375		—
Common limited partners (33,995,563 units issued and 33,744,168 outstanding at September 30, 2018 and 33,995,563 units issued and 33,645,092 outstanding at December 31, 2017)						404,533		399,399
General partner interest (0.67% interest with 230,303 equivalent units outstanding at September 30, 2018 and December 31, 2017)						(2,887)		(2,978)
Accumulated other comprehensive loss		(4,213)		(5,441)		(4,762)		(5,468)
Total Global Partners LP equity		388,010		392,655		464,259		390,953
Noncontrolling interest		3,758		5,186		2,223		3,365
Total partners’ equity		391,768		397,841		466,482		394,318
Total liabilities and partners’ equity	$	2,148,178	$	2,564,020	$	2,575,330	$	2,320,169

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

Table of Contents

GLOBAL PARTNERS LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit data)

(Unaudited)


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Sales	$	2,159,746	$	2,030,198	$	6,520,060	$	5,927,209	$	3,468,835	$	2,159,746	$	9,398,301	$	6,520,060
Cost of sales		2,009,652		1,897,587		6,094,577		5,535,197		3,333,861		2,009,652		8,969,736		6,094,577
Gross profit		150,094		132,611		425,483		392,012		134,974		150,094		428,565		425,483
Costs and operating expenses:
Selling, general and administrative expenses		40,134		36,705		111,600		108,329		42,127		40,134		121,447		111,600
Operating expenses		70,338		70,591		208,720		218,718		83,776		70,338		234,043		208,720
Gain on trustee taxes										—		—		(52,627)		—
Lease exit and termination gain										(3,506)		—		(3,506)		—
Amortization expense		2,260		2,260		6,781		7,128		3,079		2,260		7,984		6,781
Net loss (gain) on sale and disposition of assets		2,190		7,486		(7,291)		13,966		940		2,190		5,840		(7,291)
Goodwill and long-lived asset impairment		809		147,817		809		149,972		414		809		414		809
Total costs and operating expenses		115,731		264,859		320,619		498,113		126,830		115,731		313,595		320,619
Operating income (loss)		34,363		(132,248)		104,864		(106,101)
Operating income										8,144		34,363		114,970		104,864
Interest expense		(20,626)		(21,197)		(65,836)		(65,192)		(22,579)		(20,626)		(65,637)		(65,836)
Income (loss) before income tax benefit (expense)		13,737		(153,445)		39,028		(171,293)
Income tax benefit (expense)		723		(3,138)		(72)		(1,668)
Net income (loss)		14,460		(156,583)		38,956		(172,961)
(Loss) income before income tax (expense) benefit										(14,435)		13,737		49,333		39,028
Income tax (expense) benefit										(29)		723		900		(72)
Net (loss) income										(14,464)		14,460		50,233		38,956
Net loss attributable to noncontrolling interest		418		37,032		1,242		39,076		384		418		1,142		1,242
Net income (loss) attributable to Global Partners LP		14,878		(119,551)		40,198		(133,885)
Less: General partner’s interest in net income (loss), including incentive distribution rights		100		(801)		270		(897)
Limited partners’ interest in net income (loss)	$	14,778	$	(118,750)	$	39,928	$	(132,988)
Basic net income (loss) per limited partner unit	$	0.44	$	(3.54)	$	1.19	$	(3.97)
Diluted net income (loss) per limited partner unit	$	0.44	$	(3.54)	$	1.18	$	(3.97)
Basic weighted average limited partner units outstanding		33,644		33,531		33,570		33,522
Diluted weighted average limited partner units outstanding		33,945		33,531		33,839		33,522
Net (loss) income attributable to Global Partners LP										(14,080)		14,878		51,375		40,198
Less: General partner’s interest in net (loss) income, including incentive distribution rights										(27)		100		479		270
Less: Series A preferred limited partner interest in net income										1,009		—		1,009		—
Net (loss) income attributable to common limited partners									$	(15,062)	$	14,778	$	49,887	$	39,928
Basic net (loss) income per common limited partner unit									$	(0.44)	$	0.44	$	1.48	$	1.19
Diluted net (loss) income per common limited partner unit									$	(0.44)	$	0.44	$	1.47	$	1.18
Basic weighted average common limited partner units outstanding										34,114		33,644		33,680		33,570
Diluted weighted average common limited partner units outstanding										34,114		33,945		33,894		33,839

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

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GLOBAL PARTNERS LP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME ~~(LOSS)~~

(In thousands)

(Unaudited)


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Net income (loss)	$	14,460	$	(156,583)	$	38,956	$	(172,961)
Net (loss) income									$	(14,464)	$	14,460	$	50,233	$	38,956
Other comprehensive income:
Change in fair value of cash flow hedges		167		660		764		1,513		(67)		167		156		764
Change in pension liability		(105)		169		464		543		568		(105)		550		464
Total other comprehensive income		62		829		1,228		2,056		501		62		706		1,228
Comprehensive income (loss)		14,522		(155,754)		40,184		(170,905)
Comprehensive (loss) income										(13,963)		14,522		50,939		40,184
Comprehensive loss attributable to noncontrolling interest		418		37,032		1,242		39,076		384		418		1,142		1,242
Comprehensive income (loss) attributable to Global Partners LP	$	14,940	$	(118,722)	$	41,426	$	(131,829)
Comprehensive (loss) income attributable to Global Partners LP									$	(13,579)	$	14,940	$	52,081	$	41,426

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

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GLOBAL PARTNERS LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2018		2017
Cash flows from operating activities
Net income (loss)	$	38,956	$	(172,961)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net (loss) income					$	50,233	$	38,956
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		79,423		86,474		79,410		79,423
Amortization of deferred financing fees		4,295		4,467		4,029		4,295
Amortization of leasehold interests		562		939		254		562
Amortization of senior notes discount		1,079		1,039		1,121		1,079
Bad debt expense		622		50		425		622
Unit-based compensation expense		1,415		3,094		3,513		1,415
Write-off of financing fees		573		1,828		—		573
Net (gain) loss on sale and disposition of assets		(7,291)		13,966
Gain on trustee taxes						(52,627)		—
Net loss (gain) on sale and disposition of assets						5,840		(7,291)
Goodwill and long-lived asset impairment		809		149,972		414		809
Changes in operating assets and liabilities, excluding net assets acquired:
Accounts receivable		89,799		30,296		9,301		89,799
Accounts receivable-affiliate		(2,504)		243		(1,537)		(2,504)
Inventories		240,462		(51,773)		(124,537)		240,462
Broker margin deposits		15,199		12,646		(5,545)		15,199
Prepaid expenses, all other current assets and other assets		(19,400)		(6,226)		(6,775)		(19,400)
Accounts payable		(78,538)		(71,611)		23,118		(78,538)
Trustee taxes payable		(3,309)		(11,381)		(19,960)		(3,309)
Change in derivatives		(1,764)		34,116		(3,205)		(1,764)
Accrued expenses, all other current liabilities and other long-term liabilities		2,053		(11,018)		(9,374)		2,053
Net cash provided by operating activities		362,441		14,160
Net cash (used in) provided by operating activities						(45,902)		362,441
Cash flows from investing activities
Acquisitions						(171,824)		—
Capital expenditures		(31,646)		(54,738)		(43,461)		(31,646)
Seller note issuances						(3,062)		—
Proceeds from sale of property and equipment		29,804		58,917		14,930		29,804
Net cash (used in) provided by investing activities		(1,842)		4,179
Net cash used in investing activities						(203,417)		(1,842)
Cash flows from financing activities
Net (payments on) borrowings from working capital revolving credit facility		(285,400)		69,900
Net payments on revolving credit facility		(26,700)		(88,200)
Proceeds from sale-leaseback, net		—		62,476
Repurchased units withheld for tax obligations		(516)		—
Net proceeds from issuance of Series A preferred units						66,366		—
Net borrowings from (payments on) working capital revolving credit facility						181,000		(285,400)
Net borrowings from (payments on) revolving credit facility						48,200		(26,700)
LTIP units withheld for tax obligations						(806)		(516)
Noncontrolling interest capital contribution		279		—		—		279
Distribution to noncontrolling interest		(465)		(1,798)		—		(465)
Distributions to partners		(46,970)		(46,890)		(47,848)		(46,970)
Net cash used in financing activities		(359,772)		(4,512)
Net cash provided by (used in) financing activities						246,912		(359,772)
Cash and cash equivalents
Increase in cash and cash equivalents		827		13,827
Decrease (increase) in cash and cash equivalents						(2,407)		827
Cash and cash equivalents at beginning of period		10,028		1,116		14,858		10,028
Cash and cash equivalents at end of period	$	10,855	$	14,943	$	12,451	$	10,855
Supplemental information
Cash paid during the period for interest	$	36,892	$	49,548	$	37,583	$	36,892

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

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GLOBAL PARTNERS LP

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF PARTNERS’ EQUITY

(In thousands)

(Unaudited)


					Accumulated						Partners' Equity
			General		Other				Total		Series A						Accumulated
	Common		Partner		Comprehensive		Noncontrolling		Partners’		Preferred		Common		General		Other				Total
	Unitholders		Interest		Loss		Interest		Equity		Limited		Limited		Partner		Comprehensive		Noncontrolling		Partners’
Balance at December 31, 2016	$	401,044	$	(2,948)	$	(5,441)	$	5,186	$	397,841
											Partners		Partners		Interest		Loss		Interest		Equity
Balance at December 31, 2017											$	—	$	399,399	$	(2,978)	$	(5,468)	$	3,365	$	394,318
Issuance of Series A preferred units												66,366		—		—		—		—		66,366
Net income (loss)		39,928		270		—		(1,242)		38,956		1,009		49,887		479		—		(1,142)		50,233
Noncontrolling interest capital contribution		—		—		—		279		279
Distribution to noncontrolling interest		—		—		—		(465)		(465)
Distributions to partners												—		(47,595)		(388)		—		—		(47,983)
Unit-based compensation												—		3,513		—		—		—		3,513
Other comprehensive income		—		—		1,228		—		1,228		—		—		—		706		—		706
Unit-based compensation		1,415		—		—		—		1,415
Distributions to partners		(47,169)		(318)		—		—		(47,487)
Repurchased units held for tax obligations		(516)		—		—		—		(516)
LTIP units withheld for tax obligations												—		(806)		—		—		—		(806)
Dividends on repurchased units		517		—		—		—		517		—		135		—		—		—		135
Balance at September 30, 2017	$	395,219	$	(2,996)	$	(4,213)	$	3,758	$	391,768
Balance at September 30, 2018											$	67,375	$	404,533	$	(2,887)	$	(4,762)	$	2,223	$	466,482

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

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Organization and Basis of Presentation

Organization

Global Partners LP (the “Partnership”) is a midstream logistics and marketing master limited partnership formed in March 2005 engaged in the purchasing, selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane. The Partnership owns, controls or has access to one of the largest terminal networks of refined petroleum products and renewable fuels in Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the “Northeast”). The Partnership is one of the largest distributors of gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers in the New England states and New York. The Partnership is also one of the largest independent owners, suppliers and operators of gasoline stations and convenience stores with locations throughout the New England states and New York. As of September 30, ~~2017,~~2018, the Partnership had a portfolio of ~~1,435~~1,589 owned, leased and/or supplied gasoline stations, including ~~234~~301 directly operated convenience stores, primarily in the Northeast, Maryland and Virginia. The Partnership also receives revenue from convenience store sales, rental income and sundries. In addition, the Partnership owns transload and storage terminals in North Dakota and Oregon that extend its origin-to-destination capabilities from the mid-continent region of the United States and Canada.

Global GP LLC, the Partnership’s general partner (the “General Partner”), manages the Partnership’s operations and activities and employs its officers and substantially all of its personnel, except for most of its gasoline station and convenience store employees who are employed by Global Montello Group Corp. (“GMG”), a wholly owned subsidiary of the Partnership.

The General Partner, which holds a 0.67% general partner interest in the Partnership, is owned by affiliates of the Slifka family. As of September 30, ~~2017,~~2018, affiliates of the General Partner, including its directors and executive officers and their affiliates, owned ~~7,403,798~~7,347,370 common units, representing a ~~21.8%~~21.6% limited partner interest.

Recent Transactions

~~Amended and Restated Credit Agreement~~Series A Preferred Unit Offering—On ~~April 25, 2017,~~August 7, 2018, the Partnership ~~and certain~~issued 2,760,000 9.75% SeriesA Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, liquidation preference of ~~its subsidiaries entered into a third amended and restated credit agreement with aggregate commitments~~$25.00 per unit (the “SeriesA Preferred Units”), for $25.00 per SeriesA Preferred Unit in an offering registered under the Securities Act of ~~$1.3 billion and a maturity date of April 30, 2020.~~1933. See Note ~~7 for additional information.~~14.

~~Sale~~Acquisition from Cheshire Oil Company, LLC—On July 24, 2018, the Partnership acquired the assets of ~~Natural Gas~~company-operated gasoline stations and ~~Electricity Brokerage Businesses~~convenience stores from New Hampshire-based Cheshire Oil Company,LLC (“Cheshire”). See Note 17.

Acquisition from Champlain Oil Company, Inc.—On ~~February 1, 2017,~~July 17, 2018, the Partnership ~~completed the sale of its natural gas marketing~~acquired retail fuel and ~~electricity brokerage businesses for a purchase price of approximately $17.3 million, subject to customary closing adjustments. Proceeds~~convenience store assets from the sale amounted to approximately $16.3 million, and the Partnership realized a gain on the sale of $14.2 million. The sale of the natural gas marketing and electricity brokerage businesses reflects the Partnership’s ongoing program to monetize non-strategic assets not fundamental to its growth strategy. Prior to the sale, the results of natural gas marketing and electricity brokerage businesses were included in the Commercial segment.Vermont-based Champlain Oil Company, Inc. (“Champlain). See Note 6.17.

Basis of Presentation

The financial results of Cheshire and Champlain since the respective acquisition date are included in the accompanying statements of operations for the three and nine months ended September 30, 2018. The accompanying consolidated financial statements as of September 30, ~~2017~~2018 and December 31, ~~2016~~2017 and for the three and nine months ~~ended September 30, 2017 and 2016 reflect the accounts of the Partnership. Upon consolidation, all intercompany balances and transactions have been eliminated.~~

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

ended September 30, 2018 and 2017 reflect the accounts of the Partnership. Upon consolidation, all intercompany balances and transactions have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial condition and operating results for the interim periods. The interim financial information, which has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), should be read in conjunction with the consolidated financial statements for the year ended December 31, ~~2016~~2017 and notes thereto contained in the Partnership’s Annual Report on Form10-K. The significant accounting policies described in Note 2, “Summary of Significant Accounting Policies,” of such Annual Report on Form 10-K are the same used in preparing the accompanying consolidated financial ~~statements.~~statements, except as described below for trustee taxes and in Note 2 herein for the adoption of Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” including modifications to that standard thereafter, and now codified as Accounting Standards Codification 606 (“ASC 606”) which the Partnership adopted on January 1, 2018 (see Note 22, New Accounting Standards—“Accounting Standards or Updates Recently Adopted” for additional information).

The results of operations for the three and nine months ended September 30, ~~2017~~2018 are not necessarily indicative of the results of operations that will be realized for the entire year ending December31, ~~2017.~~2018. The consolidated balance sheet at December 31, ~~2016~~2017 has been derived from the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017.

Trustee Taxes

The Partnership collects trustee taxes, which consist of various pass through taxes collected on behalf of taxing authorities, and remits such taxes directly to those taxing authorities. Examples of trustee taxes include, among other things, motor fuel excise tax and sales and use tax. As such, it is the Partnership’s policy to exclude trustee taxes from revenues and cost of sales and account for them as current liabilities.

Volumetric Ethanol Excise Tax Credit—In the first quarter of 2018, the Partnership recognized a one-time income item of approximately $52.6 million as a result of the extinguishment of a contingent liability related to the Volumetric Ethanol Excise Tax Credit, which tax credit program expired in 2011. Based upon the significant passage of time from that 2011 expiration date, including underlying statutes of limitation, as of January 31, 2018 the Partnership determined that the liability was no longer required. The liability had historically been included in trustee taxes in the accompanying consolidated balance sheets. The recognition of this one-time income item, which is included in gain on trustee taxes in the accompanying consolidated statements of operations for the nine months ended September 30, 2018, did not impact cash flows from operations for the nine months ended September 30, 2018 and will not impact cash flows from operations for the year ending December 31, 2018.

Lease Exit and Termination Gain

In December 2016, the Partnership voluntarily terminated early a sublease with a counterparty for 1,610 railcars and, as result, recognized a lease exit and termination expense of $80.7 million for the year ended December 31, 2016. Contemporaneously with the sublease termination, the Partnership entered into to a fleet management services agreement with the counterparty, pursuant to which the Partnership was obligated to provide future railcar storage, freight, cleaning, insurance and other services on behalf of the counterparty associated with all 1,610 railcars. In January 2017, the counterparty paid the Partnership $19.1 million to cover the incremental costs associated with the Partnership’s obligations. The Partnership accrued the incremental costs associated with its obligations at present value based on the estimated timing of when the costs would be incurred in the future. Please read “Summary of Significant Accounting

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Policies—Leases— Early Termination of Railcar Sublease,” in Note 2 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2017 for additional information.

During the quarter ended September 30, 2018, the Partnership was released from certain of its obligations to provide future railcar storage, freight, insurance and other services for 500 railcars under the fleet management services agreement. The release resulted in a $3.5 million reduction of the remaining accrued incremental costs, which benefit is included in lease exit and termination gain in the accompanying statements of operations for the three and nine months ended September 30, 2018. The remaining accrued incremental costs were $6.6 million at September 30, 2018.

Noncontrolling Interest

The Partnership acquired a 60% interest in Basin Transload, LLC (“Basin Transload”) on February 1, 2013. After evaluating Accounting Standards Codification (“ASC”) Topic 810, “Consolidations,” the Partnership concluded it is appropriate to consolidate the balance sheet and statements of operations of Basin Transload based on an evaluation of the outstanding voting interests. Amounts pertaining to the noncontrolling ownership interest held by third parties in the financial position and operating results of the Partnership are reported as a noncontrolling interest in the accompanying consolidated balance sheets and statements of operations.

Concentration of Risk

Due to the nature of the Partnership’s business and its reliance, in part, on consumer travel and spending patterns, the Partnership may experience more demand for gasoline during the late spring and summer months than during the fall and winter. Travel and recreational activities are typically higher in these months in the geographic areas in which the Partnership operates, increasing the demand for gasoline. Therefore, the Partnership’s volumes in gasoline are typically higher in the second and third quarters of the calendar year. As demand for some of the Partnership’s refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally greater during the winter months, heating oil and residual oil volumes are generally higher during the first and fourth quarters of the calendar year. These factors may result in fluctuations in the Partnership’s quarterly operating results.

The following table presents the Partnership’s product sales and other revenues as a percentage of the consolidated sales for the periods presented:


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Gasoline sales: gasoline and gasoline blendstocks (such as ethanol)	71	%	71	%	65	%	66	%	82	%	71	%	75	%	65	%
Crude oil sales and crude oil logistics revenue	5	%	6	%	6	%	7	%	—	%	5	%	1	%	6	%
Distillates (home heating oil, diesel and kerosene), residual oil, natural gas and propane sales	20	%	18	%	25	%	22	%
Distillates (home heating oil, diesel and kerosene), residual oil and propane sales									14	%	20	%	21	%	25	%
Convenience store sales, rental income and sundries	4	%	5	%	4	%	5	%	4	%	4	%	3	%	4	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

910

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the Partnership’s product margin by segment as a percentage of the consolidated product margin for the periods presented:


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Wholesale segment	21	%	10	%	24	%	19	%	2	%	21	%	18	%	24	%
Gasoline Distribution and Station Operations segment	76	%	87	%	73	%	77	%	95	%	76	%	79	%	73	%
Commercial segment	3	%	3	%	3	%	4	%	3	%	3	%	3	%	3	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

See Note ~~15,~~16, “Segment Reporting,” for additional information on the Partnership’s operating segments.

None of the Partnership’s customers accounted for greater than 10% of total sales for the three and nine months ended September 30, ~~2017~~2018 and ~~2016.~~2017.

Note 2. Adoption of ASC 606, Revenue from Contract Customers

On January 1, 2018, the Partnership adopted ASC 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning January 1, 2018 are presented under ASC 606 while prior period amounts are not adjusted and continue to be reported in accordance with the Partnership’s historic accounting under ASC 605, “Revenue Recognition,” (“ASC 605”). See below for the Partnership’s updated revenue recognition policy and the required disclosures under ASC 606.

Update to Revenue Recognition Policy

The Partnership’s sales relate primarily to the sale of refined petroleum products, renewable fuels, crude oil and propane and are recognized along with the related receivable upon delivery, net of applicable provisions for discounts and allowances. The Partnership may also provide for shipping costs at the time of sale, which are included in cost of sales.

Contracts with customers typically contain pricing provisions that are tied to a market index, with certain adjustments based on quality and freight due to location differences and prevailing supply and demand conditions, among other factors. As a result, the price of the products fluctuates to remain competitive with other available product supplies. The revenue associated with such arrangements is recognized upon delivery.

In addition, the Partnership generates revenue from its logistics activities when it stores, transloads and ships products owned by others. Revenue from logistics services is recognized as services are provided.

The Partnership has certain logistics agreements that require counterparties to throughput a minimum volume over an agreed-upon period. These agreements may include make-up rights if the minimum volume is not met. The Partnership recognizes revenue associated with make-up rights at the earlier of when the make-up volume is shipped, the make-up right expires or when it is determined that the likelihood that the shipper will utilize the make-up right is remote.

The Partnership also recognizes convenience store sales of gasoline, grocery and other merchandise and commissions on lottery at the time of the sale to the customer. Gasoline station rental income is recognized on a straight-line basis over the term of the lease.

Product revenue is not recognized on exchange agreements, which are entered into primarily to acquire various refined petroleum products, renewable fuels and crude oil of a desired quality or to reduce transportation costs by taking

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

delivery of products closer to the Partnership’s end markets. The Partnership recognizes net exchange differentials due from exchange partners in sales upon delivery of product to an exchange partner. The Partnership recognizes net exchange differentials due to exchange partners in cost of sales upon receipt of product from an exchange partner.

The amounts recorded for bad debts are generally based upon a specific analysis of aged accounts while also factoring in any new business conditions that might impact the historical analysis, such as market conditions and bankruptcies of particular customers. Bad debt provisions are included in selling, general and administrative expenses.

Required Disclosures Under ASC 606

Disaggregation of Revenue

The following table provides the disaggregation of revenue from contracts with customers and other sales by segment for the periods presented (in thousands):


	Three Months Ended September 30, 2018
Revenue from contracts with customers:	Wholesale		GDSO		Commercial		Total
Refined petroleum products, renewable fuels, crude oil and propane	$	331,012	$	1,110,529	$	212,368	$	1,653,909
Station operations		—		106,366		—		106,366
Total revenue from contracts with customers		331,012		1,216,895		212,368		1,760,275
Other sales:
Revenue originating as physical forward contracts and exchanges		1,558,138		—		131,804		1,689,942
Revenue from leases		503		18,115		—		18,618
Total other sales		1,558,641		18,115		131,804		1,708,560
Total sales	$	1,889,653	$	1,235,010	$	344,172	$	3,468,835


	Nine Months Ended September 30, 2018
Revenue from contracts with customers:	Wholesale		GDSO		Commercial		Total
Refined petroleum products, renewable fuels, crude oil and propane	$	1,091,627	$	3,088,906	$	574,588	$	4,755,121
Station operations		—		259,373		—		259,373
Total revenue from contracts with customers		1,091,627		3,348,279		574,588		5,014,494
Other sales:
Revenue originating as physical forward contracts and exchanges		3,968,816		—		360,401		4,329,217
Revenue from leases		1,508		53,082		—		54,590
Total other sales		3,970,324		53,082		360,401		4,383,807
Total sales	$	5,061,951	$	3,401,361	$	934,989	$	9,398,301

Nature of Goods and Services

Revenue from Contracts with Customers (ASC 606):

Refined petroleum products, renewable fuels, crude oil and propane sales—Under the Partnership’s Wholesale, Gasoline Distribution and Station Operations (“GDSO”) and Commercial segments, revenue is recognized at the point where control of the product is transferred to the customer and collectability is reasonably assured.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Station operations—Revenue from convenience store sales of grocery and other merchandise and sundries (such as car wash sales and lottery and ATM commissions) is recognized at the time of the sale to the customer.

Other Revenue:

Revenue Originating as Physical Forward Contracts and Exchanges—The Partnership’s commodity contracts and other derivative activity include: (i) exchange-traded derivative contracts that are hedges against inventory and either do not qualify for hedge accounting or are not designated in a hedge accounting relationship, (ii) exchange-traded derivative contracts used to economically hedge physical forward contracts, (iii) financial forward and over-the-counter swap agreements used to economically hedge physical forward contracts and (iv) the derivative instruments under the Partnership’s controlled trading program. The Partnership does not take the normal purchase and sale exemption available under ASC 815, “Derivatives and Hedging,” for its physical forward contracts. This income is recognized under ASC 815 and ASC 845, “Nonmonetary Transactions.”

Revenue from Leases—The Partnership has rental income from gasoline stations and cobranding arrangements and lease income from space leased to several unrelated third parties at several of the Partnership’s terminals. This income is recognized under ASC 840, “Leases.”

Transaction Price Allocated to Remaining Performance Obligations

The Partnership has elected certain of the optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. Accordingly, the Partnership applies the practical expedient in paragraph ASC 606-10-50-14 to its contracts with customers where revenue is tied to a market-index and does not disclose information about variable consideration from remaining performance obligations for which the Partnership recognizes revenue.

The fixed component of estimated revenues expected to be recognized in the future related to performance obligations tied to a market index that are unsatisfied (or partially unsatisfied) at the end of the reporting period are not significant.

Contract Balances

A receivable, which is included in accounts receivable, net in the accompanying consolidated balance sheets, is recognized in the period the Partnership provides services when its right to consideration is unconditional. In contrast, a contract asset will be recognized when the Partnership has fulfilled a contract obligation, but must perform other obligations before being entitled to payment.

The nature of the receivables related to revenue from contracts with customers and other revenue, as well as contract assets, are the same, given they are related to the same customers and have the same risk profile and securitization, and the Partnership believes the disaggregation of them would not be meaningful.

A contract liability is recognized when the Partnership has an obligation to transfer goods or services to a customer for which the Partnership has received consideration (or the amount is due) from the customer. The Partnership had no contract liabilities at September 30, 2018 and December 31, 2017. Payment terms on invoiced amounts are typically 2 to 30 days.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3. Net (Loss) Income ~~(Loss)~~ Per Common Limited Partner Unit

Under the Partnership’s partnership agreement, for any quarterly period, the incentive distribution rights (“IDRs”) participate in net income only to the extent of the amount of cash distributions actually declared, thereby excluding the IDRs from participating in the Partnership’s undistributed net income or losses. Accordingly, the Partnership’s undistributed net income or losses is assumed to be allocated to the common unitholders ~~or limited partners’ interest,~~ and to the General Partner’s general partner interest.

Common units outstanding as reported in the accompanying consolidated financial statements at September 30, ~~2017~~2018 and December 31, ~~2016 excluded 351,345~~2017 excludes 251,395 and ~~451,894~~350,471 common units, respectively, held on behalf of the Partnership pursuant to its repurchase program (see Note ~~12)~~13). ~~The decrease in common units outstanding from December 31, 2016 is primarily due to a long-term incentive plan award that vested during the nine months ended September 30, 2017.~~ These units are not deemed outstanding for purposes of calculating net income ~~(loss)~~ per common limited partner unit (basic and diluted). For the nine months ended September 30, 2018, the Series A Preferred Units are not potentially dilutive securities based on the nature of the conversion feature. See Note 14 for additional information related to the Series A Preferred Units.

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~~GLOBAL PARTNERS LP~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The following table provides a reconciliation of net (loss) income ~~(loss)~~ and the assumed allocation of net (loss) income ~~(loss)~~ to the common limited ~~partners’ interest~~partners (after deducting amounts allocated to Series A preferred unitholders) for purposes of computing net (loss) income ~~(loss)~~ per common limited partner unit for the periods presented (in thousands, except per unit data):

Three Months Ended September 30, 2017

Three Months Ended September 30, 2016


Limited

General



Limited

General


Partner

Partner

Partner

Partner

Numerator:

Total

Interest

Interest

IDRs

Total

Interest

Interest

IDRs

Net income (loss) attributable to Global Partners LP

$
14,878

$
14,778

$
100

$
—

$
(119,551)

$
(118,750)

$
(801)

$
—

Declared distribution

$
15,829

$
15,723

$
106

$
—

$
15,829

$
15,723

$
106

$
—

Assumed allocation of undistributed net income (loss)

(951)

(945)

(6)

—

(135,380)

(134,473)

(907)

—

Assumed allocation of net income (loss)

$
14,878

$
14,778

$
100

$
—

$
(119,551)

$
(118,750)

$
(801)

$
—

Denominator:

Basic weighted average limited partner units outstanding

33,644

33,531

Dilutive effect of phantom units

301

—

Diluted weighted average limited partner units outstanding

33,945

33,531

Basic net income (loss) per limited partner unit

$
0.44

$
(3.54)

Diluted net income (loss) per limited partner unit (1)

$
0.44

$
(3.54)


	Three Months Ended September 30, 2018								Three Months Ended September 30, 2017
			Common		General						Common		General
			Limited		Partner						Limited		Partner
Numerator:	Total		Partners		Interest		IDRs		Total		Partners		Interest		IDRs
Net (loss) income attributable to Global Partners LP	$	(14,080)	$	(14,053)	$	(27)	$	—	$	14,878	$	14,778	$	100	$	—
Declared distribution	$	16,325	$	16,149	$	109	$	67	$	15,829	$	15,723	$	106	$	—
Assumed allocation of undistributed net loss		(30,405)		(30,202)		(203)		—		(951)		(945)		(6)		—
Assumed allocation of net (loss) income	$	(14,080)	$	(14,053)	$	(94)	$	67	$	14,878	$	14,778	$	100	$	—
Less net income attributable to Series A preferred limited partners				1,009								—
Net (loss) income attributable to common limited partners			$	(15,062)							$	14,778
Denominator:
Basic weighted average common units outstanding				34,114								33,644
Dilutive effect of phantom units				—								301
Diluted weighted average common units outstanding				34,114								33,945
Basic net (loss) income per common limited partner unit			$	(0.44)							$	0.44
Diluted net income per common limited partner unit (1)			$	(0.44)							$	0.44

(1)

Basic common limited partner units were used to calculate diluted ~~net loss~~earnings per common limited partner unit for the three months ended September 30, ~~2016,~~2018, as using the effects of phantom units would have an anti-dilutive ~~effect on net loss per limited partner unit.~~effect.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Nine Months Ended September 30, 2017

Nine Months Ended September 30, 2016


Limited

General



Limited

General


Partner

Partner

Partner

Partner

Numerator:

Total

Interest

Interest

IDRs

Total

Interest

Interest

IDRs

Net income (loss) attributable to Global Partners LP

$
40,198

$
39,928

$
270

$
—

$
(133,885)

$
(132,988)

$
(897)

$
—

Declared distribution

$
47,487

$
47,169

$
318

$
—

$
47,487

$
47,169

$
318

$
—

Assumed allocation of undistributed net income (loss)

(7,289)

(7,241)

(48)

—

(181,372)

(180,157)

(1,215)

—

Assumed allocation of net income (loss)

$
40,198

$
39,928

$
270

$
—

$
(133,885)

$
(132,988)

$
(897)

$
—

Denominator:

Basic weighted average limited partner units outstanding

33,570

33,522

Dilutive effect of phantom units

269

—

Diluted weighted average limited partner units outstanding

33,839

33,522

Basic net income (loss) per limited partner unit

$
1.19

$
(3.97)

Diluted net income (loss) per limited partner unit (1)

$
1.18

$
(3.97)

~~(1)~~

Basic limited partner units were used to calculate diluted net loss per limited partner unit for the nine months ended September 30, 2016, as using the effects of phantom units would have an anti-dilutive effect on net loss per limited partner unit.


	Nine Months Ended September 30, 2018								Nine Months Ended September 30, 2017
			Common		General						Common		General
			Limited		Partner						Limited		Partner
Numerator:	Total		Partners		Interest		IDRs		Total		Partners		Interest		IDRs
Net income attributable to Global Partners LP	$	51,375	$	50,896	$	479	$	—	$	40,198	$	39,928	$	270	$	—
Declared distribution	$	48,479	$	48,021	$	324	$	134	$	47,487	$	47,169	$	318	$	—
Assumed allocation of undistributed net income (loss)		2,896		2,875		21		—		(7,289)		(7,241)		(48)		—
Assumed allocation of net income	$	51,375	$	50,896	$	345	$	134	$	40,198	$	39,928	$	270	$	—
Less net income attributable to Series A preferred limited partners				1,009								—
Net income attributable to common limited partners			$	49,887							$	39,928
Denominator:
Basic weighted average common units outstanding				33,680								33,570
Dilutive effect of phantom units				214								269
Diluted weighted average common units outstanding				33,894								33,839
Basic net income per common limited partner unit			$	1.48							$	1.19
Diluted net income per common limited partner unit			$	1.47							$	1.18

The board of directors of the General Partner declared the following quarterly cash ~~distributions:~~distributions on its common units:

Per Unit Cash

Distribution Declared for the

Cash Distribution Declaration Date

Distribution Declared

Quarterly Period Ended

April 28, 2017

$
0.4625

March 31, 2017

July 28, 2017

$
0.4625

June 30, 2017

October 27, 2017

$
0.4625

September 30, 2017


	Per Unit Cash		Distribution Declared for the
Cash Distribution Declaration Date	Distribution Declared		Quarterly Period Ended
April 27, 2018	$	0.4625	March 31, 2018
July 27, 2018	$	0.4750	June 30, 2018
October 26, 2018	$	0.4750	September 30, 2018

In addition, on October 23, 2018, the board of directors of the General Partner declared the initial quarterly cash distribution of $0.6635 per unit on the Series A Preferred Units, covering the period from August 7, 2018 (the issuance date of the Series A Preferred Units) through November 14, 2018.

See Note ~~13,~~14, “Partners’ Equity and Cash Distributions” for further information.

Note 3.4. Inventories

The Partnership hedges substantially all of its petroleum and ethanol inventory using a variety of instruments, primarily exchange-traded futures contracts. These futures contracts are entered into when inventory is purchased and are either designated as fair value hedges against the inventory on a specific barrel basis for inventories qualifying for fair value hedge accounting or not designated and maintained as economic hedges against certain inventory of the Partnership on a specific barrel basis. Changes in fair value of these futures contracts, as well as the offsetting change in fair value on the hedged inventory, are recognized in earnings as an increase or decrease in cost of sales. All hedged inventory designated in a fair value hedge relationship is valued using the lower of cost, as determined by specific identification, or net realizable value, as determined at the product level. All petroleum and ethanol inventory not designated in a fair value hedging relationship is carried at the lower of historical cost, on a first-in, first-out basis, or net realizable value.

~~Convenience store inventory and Renewable Identification Numbers (“RINs”) inventory are carried at the lower of historical cost or net realizable value.~~

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Convenience store inventory and Renewable Identification Numbers (“RINs”) inventory are carried at the lower of historical cost or net realizable value.

Inventories consisted of the following (in thousands):


	September 30,		December 31,		September 30,		December 31,
	2017		2016		2018		2017
Distillates: home heating oil, diesel and kerosene	$	119,826	$	180,272	$	167,995	$	183,059
Gasoline		77,887		101,368		199,796		81,504
Gasoline blendstocks		34,035		54,582		45,491		26,789
Crude oil		18,759		136,113		16,685		10,809
Residual oil		13,577		29,536		28,664		28,442
Propane and other		728		3,167		1,048		1,659
Renewable identification numbers (RINs)		435		631		593		380
Convenience store inventory		15,263		16,209		21,185		18,101
Total	$	280,510	$	521,878	$	481,457	$	350,743

In addition to its own inventory, the Partnership has exchange agreements for petroleum products and ethanol with unrelated third-party suppliers, whereby it may draw inventory from these other suppliers and suppliers may draw inventory from the Partnership. Positive exchange balances are accounted for as accounts receivable and amounted to ~~$6.6~~$8.0 million and ~~$4.0~~$9.5 million at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. Negative exchange balances are accounted for as accounts payable and amounted to ~~$15.4~~$18.1 million and ~~$13.4~~$8.4 million at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. Exchange transactions are valued using current carrying costs.

Note 4.5. Goodwill

The following table presents changes in goodwill, all of which has been allocated to the ~~Gasoline Distribution and Station Operations (“GDSO”)~~GDSO segment (in thousands):

Balance at December 31, 2016

$
294,768

Disposals (1)

(3,313)

Balance at September 30, 2017

$
291,455


Balance at December 31, 2017	$	312,401
Acquisition of Cheshire (1)		5,853
Acquisition of Champlain (1)		37,580
Acquisition of Honey Farms—change in goodwill (1)		(139)
Dispositions (2)		(3,145)
Balance at September 30, 2018	$	352,550

(1)

~~Disposals~~See Note 17 for information on the Partnership’s business combinations.

(2)

Dispositions represent derecognition of goodwill associated with the sale and disposition of certain assets. See Note 6.7.

During each of the three and nine months ended September 30, 2016, the Partnership recognized a goodwill impairment charge of $121.7 million related to the Wholesale reporting unit. Please read Note 2 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2016 for a description of the facts and circumstances related to the goodwill impairment charge.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5.6. Property and Equipment

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


	September 30,		December 31,		September 30,		December 31,
	2017		2016		2018		2017
Buildings and improvements	$	1,004,098	$	984,373	$	1,126,585	$	1,015,386
Land		407,653		418,025		424,916		409,146
Fixtures and equipment		41,481		40,354		43,540		42,959
Idle plant assets		30,500		30,500		30,500		30,500
Construction in process		18,385		42,069		26,739		22,403
Capitalized internal use software		35,818		20,097		30,870		30,626
Total property and equipment		1,537,935		1,535,418		1,683,150		1,551,020
Less accumulated depreciation		499,704		435,519		573,258		514,353
Total	$	1,038,231	$	1,099,899	$	1,109,892	$	1,036,667

Property and equipment includes assets held for sale of ~~$6.5~~$11.5 million and ~~$17.5~~$12.4 million at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

At September 30, ~~2017,~~2018, the Partnership had a ~~$58.5~~$52.6 million remaining net book value of long-lived assets at its West Coast facility, including $30.5 million related to the Partnership’s ethanol plant acquired in 2013. In 2016, the Partnership shifted the facility from crude oil to ethanol transloading and began transloading ethanol. The Partnership would need to take certain measures to prepare the facility for ethanol production in order to place the plant into service. Therefore, the $30.5 million related to the ethanol plant was included in property and equipment and classified as idle plant assets at September 30, ~~2017~~2018 and December 31, ~~2016.~~2017.

If the Partnership is unable to generate cash flows to support the recoverability of the plant and facility assets, this may become an indicator of potential impairment of the West Coast facility. Associated with the fair value appraisals determined by third-party valuation specialists in support of the Partnership’s 2016 step two goodwill impairment test, the Partnership received an estimated fair value for the West Coast facility significantly in excess of the $58.5 million remaining net book value. The estimated fair value obtained was based on market comparable transactions for sale of ethanol plant assets, both active and idle, at the time of sale. While the fair value analysis was not prepared or obtained to support the recoverability of the West Coast facility or idle plant assets, the Partnership does not believe that changes in assumptions would impact the estimated fair value such that it might result in a fair value estimate of the West Coast facility that would be less than the $58.5 million net book value at September 30, 2017. The Partnership ~~will continue~~believes these assets are recoverable but continues to monitor the market for ethanol, the continued business development of this facility for either ethanol or crude oil transloading, and the related impact this may have on the facility’s operating cash flows and whether this would constitute an impairment indicator.

Evaluation of Long-Lived Asset Impairment ~~for the Three and Nine Months Ended September 30, 2017~~

~~During each of the three and nine months ended September 30, 2017, the~~The Partnership recognized an impairment ~~charge of $0.8 million~~charges relating to long-lived assets used at certain gasoline stations and convenience ~~stores.~~stores in the amounts of $0.4 million for each of the three and nine months ended September 30, 2018 and $0.8 million for each of the three and nine months ended September 30, 2017. These assets are allocated to the GDSO segment, and the respective impairment is included in goodwill and long-lived asset impairment in the accompanying statements of operations for the three and nine months ended September 30, 2018 and 2017.

~~Evaluation of Long-Lived Asset Impairment for the Three and Nine Months Ended September 30, 2016~~

During each of the three and nine months ended September 30, 2016, the Partnership recognized an impairment charge of $23.2 million relating to long-lived assets used at its crude oil transloading terminals in North Dakota and

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$2.9 million associated with certain long-lived assets at its Albany, New York terminal and all development work in Port Arthur, Texas associated with the initial investments related to expanding the Partnership’s ability to handle crude oil at those locations. These terminal assets are allocated to the Wholesale segment, and the total impairment charge of $26.1 million is included in goodwill and long-lived asset impairment in the accompanying statements of operations for the three and nine months ended September 30, 2016.

During the nine months ended September 30, 2016, the Partnership also recognized an impairment charge of $1.9 million associated with the long-lived assets used in supplying compressed natural gas (“CNG”) which is viewed as an alternative fuel to oil. The CNG assets were allocated to the Commercial segment. On November 1, 2016, the Partnership sold its CNG assets. In addition, the Partnership recognized an impairment charge of $0.3 million for the nine months ended September 30, 2016 associated with the long-lived assets of one discrete GDSO site in its GDSO reporting unit.

Please read Note 2 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2016 for a description of the facts and circumstances related to the long-lived asset impairment charges.

Note 6.7. Sales and Disposition of Assets

The following table provides the Partnership’s (gain) loss on sale and dispositions of assets for the periods presented (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Sale of natural gas brokerage and electricity businesses	$	—	$	—	$	(14,172)	$	—	$	—	$	—	$	—	$	(14,172)
Periodic divestiture of gasoline stations		77		(139)		253		518		40		77		(183)		253
Strategic asset divestiture program - Mirabito disposition		—		3,850		—		3,850
Strategic asset divestiture program - Real estate firm coordinated sale		375		(201)		825		(201)
Strategic asset divestiture program										(168)		375		987		825
Loss on assets held for sale		1,571		4,000		5,010		9,644		1,056		1,571		4,590		5,010
Other		167		(24)		793		155		12		167		446		793
Net loss (gain) on sale and disposition of assets	$	2,190	$	7,486	$	(7,291)	$	13,966
Total									$	940	$	2,190	$	5,840	$	(7,291)

Sale of Natural Gas and Electricity Brokerage Businesses

On February 1, 2017, the Partnership completed the sale of its natural gas marketing and electricity brokerage businesses for a purchase price of approximately $17.3 million, subject to customary closing adjustments. Proceeds from the sale amounted to approximately $16.3 million, and the Partnership realized a gain on the sale of $14.2 million for the nine months ended September 30, 2017. ~~See Note 1.~~

Periodic Divestiture of Gasoline Stations

As part of the routine course of operations in the GDSO segment, the Partnership may periodically divest certain gasoline stations. The gain or loss on the sale, representing cash proceeds less net book value of assets and recognized liabilities at disposition, net of settlement and dispositions costs, is recorded in net loss (gain) on sale and disposition of assets in the accompanying consolidated statements of operations and amounted to ~~a $0.1 million~~an immaterial loss ~~and a $0.1 million gain~~ for the three months ended September 30, ~~2017~~2018 and ~~2016 respectively, and losses~~a gain of ~~$0.3 million and $0.5~~$0.2 million for the nine months ended September 30, ~~2017~~2018. We recorded losses of $0.1 million and ~~2016,~~$0.3 million for the three and nine months ended September 30, 2017, respectively.

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~~(Unaudited)~~

Strategic Asset Divestiture Program

The Partnership identified certain non-strategic GDSO sites that are part of its Strategic Asset Divestiture Program (the “Divestiture Program”).

~~Mirabito Disposition~~—On August 22, 2016, Drake Petroleum Company, Inc., an indirect wholly owned subsidiary of the Partnership, completed its sale to Mirabito Holdings, Inc. (“Mirabito”) of 30 gasoline stations and convenience stores located in New York and Pennsylvania (the “Drake Sites”) for an aggregate total cash purchase price of approximately $40.0 million (the “Mirabito Disposition”).

The gain or loss on the sale, representing cash proceeds less net book value of assets and recognized liabilities at disposition, net of settlement and disposition costs, is recorded in net loss (gain) on sale and disposition of assets in the accompanying consolidated statements of operations and amounted to a $3.9 million loss for the three and nine months ended September 30, 2016, including the derecognition of $12.8 million of GDSO goodwill.

~~Real Estate Firm Coordinated Sale—~~The Partnership has retained a real estate firm to coordinate the continuing sale of non-strategic GDSO sites. ~~As of September 30, 2017 and since the Divesture Program was implemented, the~~The Partnership ~~has completed the sale of 59 of these sites, of which 6~~sold 12 sites and 3023 sites ~~were sold~~ during the three and nine months ended September 30, ~~2017,~~2018, respectively. The gain or loss on the ~~sale,~~sales of these sites, representing cash proceeds less net book value of assets and recognized liabilities at disposition, net of settlement and dispositions costs, is recorded in net loss (gain) on sale and disposition of assets in the accompanying consolidated statements of ~~operations and amounted to $0.4~~operations. The Partnership recognized a gain of $0.2 million and ~~($0.2 million)~~a loss of $1.0 million on the sales of these sites for the three ~~months ended September 30, 2017~~ and ~~2016, respectively, and $0.8 million and ($0.2 million) for the~~ nine months ended September 30, ~~2017~~2018, respectively, including the derecognition of GDSO goodwill in the amount of $1.7 million and ~~2016, respectively.~~ $3.1 million for these respective periods.

The Partnership recognized losses of $0.4 million and $0.8 million on the sales of sites for the three and nine months ended September 30, 2017, ~~include~~respectively, including the derecognition of ~~GDSO~~ goodwill in the amount of $0.4 million and $3.3 million for these respective periods. As

Table of ~~September 30, 2017, the criteria to be presented as held for sale was met for 10 of the remaining sites.~~ Contents

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Loss on Assets Held for Sale

In conjunction with the periodic divestiture of gasoline stations and the sale of sites within the Divestiture Program, the Partnership may classify certain gasoline station assets as held for sale.

The Partnership classified 116 sites and 178 sites as held for sale at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively, which are periodic divestiture gasoline station sites. The Partnership recorded $0 and $2.0 million in impairment charges related to these assets held for sale in the amount of $0.1 million and $0 for the three months ended September 30, 2017 and 2016, respectively, and $0.4 million and $5.6 million for the nine months ended September 30, 2017 and 2016, respectively, which are included in net loss (gain) on sale and disposition of assets in the accompanying consolidated statements of operations.

Additionally, the Partnership classified 10 sites associated with the real estate firm coordinated sale discussed above as held for sale at September 30, 2017. The Partnership recorded impairment charges related to these assets held for sale in the amount of $1.5 million and $4.6 million for the three and nine months ended September 30, ~~2017,~~2018, respectively, which are included in net loss (gain) on sale and disposition of assets in the accompanying consolidated statements of operations. The Partnership recorded impairment charges related to assets held for sale at September 30, ~~2016~~2017 of ~~$4.0~~$0.1 million and $0.4 million for ~~each~~ the three and nine months ended September 30, ~~2016.~~2017, respectively.

Additionally, the Partnership classified 15 sites and 18 sites as held for sale at September 30, 2018 and December 31, 2017, respectively, associated with the real estate firm coordinated sales discussed above. The Partnership recorded impairment charges related to these assets held for sale in the amount of $1.0 million and $2.5 million for the three and nine months ended September 30, 2018, respectively, which are included in net loss (gain) on sale and disposition of assets in the accompanying consolidated statements of operations. The Partnership recorded impairment charges related to assets held for sale at September 30, 2017 of $1.5 million and $4.6 million for the three and nine months ended September 30, 2017, respectively.

Assets held for sale of ~~$6.5~~$11.5 million and ~~$17.5~~$12.4 million at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively, are included in property and equipment in the accompanying consolidated balance sheets. Assets held for sale are expected to be sold within the next 12 months.

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~~(Unaudited)~~

Other

The Partnership recognizes gains and losses on the sale and disposition of other assets, including vehicles, fixtures and equipment, and the gain or loss on such other assets are included in other in the aforementioned table.

Note 7.8. Debt and Financing Obligations

Credit Agreement

~~On April 25, 2017,~~Certain subsidiaries of the Partnership, ~~its operating company, its operating subsidiaries and GLP Finance Corp.,~~ as borrowers, ~~entered into~~and the Partnership and certain of its subsidiaries, as guarantors, have a ~~Third Amended and Restated Credit Agreement~~$1.3 billion senior secured credit facility (the “Credit Agreement”)~~, with Aggregate Commitments (as defined in the Credit Agreement) available in the amount of $1.3 billion.~~. The Credit Agreement matures on April 30, 2020.

There are two facilities under the Credit Agreement:

a working capital revolving credit facility to be used for working capital purposes and letters of credit in the principal amount equal to the lesser of the Partnership’s borrowing base and $850.0 million; and

a $450.0 million revolving credit facility to be used for acquisitions, joint ventures, capital expenditures, letters of credit and general corporate purposes.

In addition, the Credit Agreement has an accordion feature whereby the Partnership may request on the same terms and conditions then applicable to the Credit Agreement, provided no Event of Default (as defined in the Credit Agreement) then exists, an increase to the working capital revolving credit facility, the revolving credit facility, or both, by up to another $300.0 million, in the aggregate, for a total credit facility of up to $1.6 billion. Any such request for an increase must be in a minimum amount of $25.0 million. The Partnership cannot provide assurance, however, that its lending group will agree to fund any request by the Partnership for additional amounts in excess of the total available commitments of $1.3 billion.

In addition, the Credit Agreement includes a swing line pursuant to which Bank of America, N.A., as the swing line lender, may make swing line loans in U.S. dollars in an aggregate amount equal to the lesser of (a) $75.0 million and (b) the Aggregate WC Commitments (as defined in the Credit Agreement). Swing line loans will bear interest at the Base Rate (as defined in the Credit Agreement). The swing line is a sub-portion of the working capital revolving credit facility and is not an addition to the total available commitments of $1.3 billion.

Borrowings under the Credit Agreement are available in U.S. dollars and Canadian dollars. The aggregate amount of loans made under the Credit Agreement denominated in Canadian dollars cannot exceed $200.0 million.

Availability under the working capital revolving credit facility is subject to a borrowing base which is redetermined from time to time and based on specific advance rates on eligible current assets. ~~Under the Credit Agreement, borrowings under the working capital revolving credit facility cannot exceed the then current borrowing base.~~ Availability under the borrowing base may be affected by events beyond the Partnership’s control, such as changes in petroleum product prices, collection cycles, counterparty performance, advance rates and limits and general economic conditions. These and other events could require the Partnership to seek waivers or amendments of covenants or alternative sources of financing or to reduce expenditures. The Partnership can provide no assurance that such waivers, amendments or alternative financing could be obtained or, if obtained, would be on terms acceptable to the Partnership.

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depending on the Utilization Amount (as defined in the Credit Agreement). Borrowings under the revolving credit facility bear interest at (1) the Eurocurrency rate plus 2.00% to 3.00%, (2) the cost of funds rate plus 2.00% to 3.00%, or (3) the base rate plus 1.00% to 2.00%, each depending on the Combined Total Leverage Ratio (as defined in the Credit Agreement).

The average interest rates for the Credit Agreement were ~~3.7%~~4.3% and ~~3.4%~~3.7% for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~3.6%~~4.1% and 3.6% for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively. The increase for the three and nine months ended September 30, 2018 compared to the three and nine months ended September 30, 2017 ~~compared to the three months ended September 30, 2016~~ was due to increases in market interest rates.

The Credit Agreement provides for a letter of credit fee equal to the then applicable working capital rate or then applicable revolver rate (each such rate as defined in the Credit Agreement) per annum for each letter of credit issued. In addition, the Partnership incurs a commitment fee on the unused portion of each facility under the Credit Agreement, ranging from 0.35% to 0.50% per annum.

The Partnership classifies a portion of its working capital revolving credit facility as a current liability and a portion as a long-term liability. The portion classified as a long-term liability represents the amounts expected to be outstanding during the entire year based on an analysis of historical daily borrowings under the working capital revolving credit facility, the seasonality of borrowings, forecasted future working capital requirements and forward product curves, and because the Partnership has a multi-year, long-term commitment from its bank group. Accordingly, at September 30, ~~2017,~~2018, the Partnership estimated working capital revolving credit facility borrowings will equal or exceed $100.0 million over the next twelve months and, therefore, classified ~~$39.2~~$307.7 million as the current portion at September 30, ~~2017,~~2018, representing the amount the Partnership expects to pay down over the next twelve months. The long-term portion of the working capital revolving credit facility was $100.0 million ~~and $150.0 million~~ at both September 30, ~~2017~~2018 and December 31, ~~2016, respectively,~~2017, and the current portion was ~~$39.2~~$307.7 million and ~~$274.6~~$126.7 million at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. The ~~decrease~~increase in total borrowings under the working capital revolving credit facility of ~~$285.4~~$181.0 million from December 31, ~~2016~~2017 was ~~primarily~~largely due to ~~reduced~~higher inventory ~~volume~~levels and an increase in ~~part due to a change in market structure, and decreases in accounts receivable and inventories, primarily due to the change in activity relating to the heating season.~~prices.

As of September 30, ~~2017,~~2018, the Partnership had total borrowings outstanding under the Credit Agreement of ~~$329.2~~$651.9 million, including ~~$190.0~~$244.2 million outstanding on the revolving credit facility. In addition, the Partnership had outstanding letters of credit of ~~$26.3~~$58.8 million. Subject to borrowing base limitations, the total remaining availability for borrowings and letters of credit was ~~$944.5~~$589.3 million and ~~$764.8~~$810.3 million at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

The Credit Agreement is secured by substantially all of the assets of the Partnership and the Partnership’s wholly-owned subsidiaries and is guaranteed by the Partnership and its subsidiaries, Bursaw Oil LLC, Global Partners Energy Canada ULC, Warex Terminals Corporation, Drake Petroleum Company, Inc., Puritan Oil Company, Inc. and Maryland Oil Company, Inc.

The Credit Agreement imposes certain requirements on the borrowers including, for example, a prohibition against distributions if any potential default or Event of Default (as defined in the Credit Agreement) would occur as a result thereof, and certain limitations on the Partnership’s ability to grant liens, make certain loans or investments, incur additional indebtedness or guarantee other indebtedness, make any material change to the nature of the Partnership’s business or undergo a fundamental change, make any material dispositions, acquire another company, enter into a merger, consolidation, sale-leaseback transaction or purchase of assets, or make capital expenditures in excess of specified levels.

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~~(Unaudited)~~

The Credit Agreement also includes certain baskets that were not included in the prior credit agreement, including: (i) a $25.0 million general secured indebtedness basket, (ii) a $25.0 million general investment basket, (iii) a $75.0 million secured indebtedness basket to permit the borrowers to enter into a Contango Facility (as defined in the Credit Agreement), (iv) a Sale/Leaseback Transaction (as defined in the Credit Agreement) basket of $100.0 million, and (v) a basket of $50.0 million in an aggregate amount over the life of the Credit Agreement for the purchase of common units of the Partnership, provided that no Event of Default exists or would occur immediately following such purchase(s).

In addition, the Credit Agreement provides the ability for the borrowers to repay certain junior indebtedness, subject to a $100.0 million cap, so long as no Event of Default has occurred or will exist immediately after making such repayment.

The Credit Agreement imposes financial covenants that require the Partnership to maintain certain minimum working capital amounts, a minimum combined interest coverage ratio, a maximum senior secured leverage ratio and a maximum total leverage ratio. The Partnership was in compliance with the foregoing covenants at September 30, ~~2017.~~2018. The Credit Agreement also contains a representation whereby there can be no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement). In addition, the Credit Agreement limits distributions by the Partnership to its unitholders to the amount of Available Cash (as defined in the Partnership’s partnership agreement).

~~Senior Notes~~

~~The Partnership had 6.25% senior notes due 2022 and 7.00% senior notes due 2023 outstanding at September 30, 2017.~~ Please read Note 6 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 for additional information on the Credit Agreement.

Senior Notes

The Partnership had 6.25% senior notes due 2022 and 7.00% senior notes due 2023 outstanding at September 30, 2018. Please read Note 6 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017 for additional information on these senior notes.

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(Unaudited)

Financing Obligations

Capitol Acquisition

On June 1, 2015, the Partnership acquired retail gasoline stations and dealer supply contracts from Capitol Petroleum Group (“Capitol”). In connection with the acquisition, the Partnership assumed a financing obligation of $89.6 million associated with two sale-leaseback transactions by Capitol for 53 leased sites that did not meet the criteria for sale accounting. During the terms of these leases, which expire in May 2028 and September 2029, in lieu of recognizing lease expense for the lease rental payments, the Partnership incurs interest expense associated with the financing obligation. Interest expense of approximately $2.3 million and $2.4 million was recorded for ~~each of~~ the three months ended September 30, 2018 and 2017, respectively, and ~~2016,~~$7.0 million and $7.2 million was recorded for ~~each of~~ the nine months ended September 30, 2018 and 2017, ~~and 2016 and~~respectively, which is included in interest expense in the accompanying consolidated statements of operations. The financing obligation will amortize through expiration of the leases based upon the lease rental payments which were $2.4 million for each of the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017 and $7.2 million ~~and $7.1 million~~ for each of the nine months ended September 30, ~~2017~~2018 and ~~2016, respectively.~~2017. The financing obligation balance outstanding at September 30, ~~2017~~2018 was ~~$89.9~~$87.6 million associated with the Capitol acquisition.

Sale-Leaseback Transaction

On June 29, 2016, the Partnership sold to a premier institutional real estate investor (the “Buyer”) real property assets, including the buildings, improvements and appurtenances thereto, at 30 gasoline stations and convenience stores located in Connecticut, Maine, Massachusetts, New Hampshire and Rhode Island (the “Sale-Leaseback Sites”) for a purchase price of approximately $63.5 million. In connection with the sale, the Partnership entered into a Master Unitary Lease Agreement with the Buyer to lease back the real property assets sold with respect to the Sale-Leaseback Sites (such Master Lease

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~~(Unaudited)~~

Agreement, together with the Sale-Leaseback Sites, the “Sale-Leaseback Transaction”). The Master Unitary Lease Agreement provides for an initial term of fifteen years that expires in 2031. The Partnership has one successive option to renew the lease for a ten-year period followed by two successive options to renew the lease for five-year periods on the same terms, covenants, conditions and rental as the primary non-revocable lease term. The Partnership does not have any residual interest nor the option to repurchase any of the sites at the end of the lease term. The proceeds from the Sale-Leaseback Transaction were used to reduce indebtedness outstanding under the Partnership’s revolving credit facility.

The sale did not meet the criteria for sale accounting as of September 30, 2017 due to prohibited continuing involvement. Specifically, the sale is considered a partial-sale transaction, which is a form of continuing involvement as the Partnership did not transfer to the Buyer the storage tank systems which are considered integral equipment of the Sale-Leaseback Sites. Additionally, a portion of the sold sites have material sub-lease arrangements, which is also a form of continuing involvement. As the sale of the Sale-Leaseback Sites did not meet the criteria for sale accounting, the Partnership did not recognize a gain or loss on the sale of the Sale-Leaseback Sites for the three and nine months ended September 30, 2017.

As a result of not meeting the criteria for sale accounting for these sites, the Sale-Leaseback Transaction is accounted for as a financing arrangement. As such, the property and equipment sold and leased back by the Partnership has not been derecognized and continues to be depreciated. The Partnership recognized a corresponding financing obligation of $62.5 million equal to the $63.5 million cash proceeds received for the sale of these sites, net of $1.0 million financing fees. During the term of the lease, which expires in June 2031, in lieu of recognizing lease expense for the lease rental payments, the Partnership incurs interest expense associated with the financing obligation. Lease rental payments are recognized as both interest expense and a reduction of the principal balance associated with the financing obligation. Interest expense and lease rental payments were $1.1 million for each of the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017 and $3.3 million ~~and $1.1 million~~ for each of the nine months ended September 30, ~~2017~~2018 and ~~2016, respectively.~~2017. The financing obligation balance outstanding at September 30, ~~2017~~2018 was $62.5 million associated with the Sale-Leaseback Transaction.

Deferred Financing Fees

The Partnership incurs bank fees related to its Credit Agreement and other financing arrangements. These deferred financing fees are capitalized and amortized over the life of the Credit Agreement or other financing arrangements. ~~In connection with the amendment to the Credit Agreement in April 2017, the Partnership capitalized additional financing fees of $8.0 million.~~ The Partnership had unamortized deferred financing fees of ~~$17.2~~$11.9 million and ~~$14.1~~$15.9 million at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

Unamortized fees related to the Credit Agreement are included in other current assets and other long-term assets and amounted to ~~$10.6~~$6.5 million and ~~$6.5~~$9.6 million at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. Unamortized fees related to the senior notes are presented as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, and amounted to ~~$5.7~~$4.5 million and ~~$6.6~~$5.4 million at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. Unamortized fees related to the Sale-Leaseback Transaction are presented as a direct

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deduction from the carrying amount of the financing obligation and amounted to $0.9 million ~~and $1.0 million~~ at both September 30, ~~2017~~2018 and December 31, ~~2016, respectively.~~2017.

On April 25, 2017, the Partnership entered into the Credit Agreement, a new facility that extended the maturity date and reduced the total commitment of the prior credit agreement. As a result, the Partnership incurred expenses of approximately $0.6 million associated with the write-off of a portion of the related deferred financing fees. These expenses are included in interest expense in the accompanying consolidated statements of operations for the nine months ended September 30, 2017.

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~~(Unaudited)~~

On February 24, 2016, under its prior credit agreement, the Partnership voluntarily elected to reduce its working capital revolving credit facility from $1.0 billion to $900.0 million and its revolving credit facility from $775.0 million to $575.0 million. As a result, the Partnership incurred expenses of approximately $1.8 million associated with the write-off of a portion the related deferred financing fees. These expenses are included in interest expense in the accompanying statement of operations for the nine months ended September 30, 2016.

Amortization expense of approximately $1.3 million ~~and $1.5 million~~ for each of the three months ended September 30, 2018 and 2017 and ~~2016, respectively,~~$4.0 million and $4.3 ~~million and $4.5~~ million for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, is included in interest expense in the accompanying consolidated statements of operations.

Note 8.9. Derivative Financial Instruments

The Partnership principally uses derivative instruments, which include regulated exchange-traded futures and options contracts (collectively, “exchange-traded derivatives”) and physical and financial forwards and over-the-counter (“OTC”) swaps (collectively, “OTC derivatives”), to reduce its exposure to unfavorable changes in commodity market prices and interest rates. The Partnership uses these exchange-traded and OTC derivatives to hedge commodity price risk associated with its inventory and undelivered forward commodity purchases and sales (“physical forward contracts”) and uses interest rate swap instruments to reduce its exposure to fluctuations in interest rates associated with the Partnership’s credit facilities. The Partnership accounts for derivative transactions in accordance with ASC Topic 815 ~~“Derivatives and Hedging,”~~ and recognizes derivatives instruments as either assets or liabilities in the consolidated balance sheet and measures those instruments at fair value. The changes in fair value of the derivative transactions are presented currently in earnings, unless specific hedge accounting criteria are met.

The fair value of exchange-traded derivative transactions reflects amounts that would be received from or paid to the Partnership’s brokers upon liquidation of these contracts. The fair value of these exchange-traded derivative transactions are presented on a net basis, offset by the cash balances on deposit with the Partnership’s brokers, presented as brokerage margin deposits in the consolidated balance sheets. The fair value of OTC derivative transactions reflects amounts that would be received from or paid to a third party upon liquidation of these contracts under current market conditions. The fair value of these OTC derivative transactions is presented on a gross basis as derivative assets or derivative liabilities in the consolidated balance sheets, unless a legal right of offset exists. The presentation of the change in fair value of the Partnership’s exchange-traded derivatives and OTC derivative transactions depends on the intended use of the derivative and the resulting designation.

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(Unaudited)

The following table summarizes the notional values related to the Partnership’s derivative instruments outstanding at September 30, ~~2017:~~2018:


	Units (1)		Unit of Measure	Units (1)		Unit of Measure
Exchange-Traded Derivatives
Long		121,849	Thousands of barrels		58,471	Thousands of barrels
Short		(124,112)	Thousands of barrels		(63,076)	Thousands of barrels

OTC Derivatives (Petroleum/Ethanol)
Long		5,319	Thousands of barrels		8,879	Thousands of barrels
Short		(4,430)	Thousands of barrels		(6,639)	Thousands of barrels

Interest Rate Swap	$	100.0	Millions of U.S. dollars	$	100.0	Millions of U.S. dollars

(1)

Number of open positions and gross notional values do not measure the Partnership’s risk of loss, quantify risk or represent assets or liabilities of the Partnership, but rather indicate the relative size of the derivative instruments and are used in the calculation of the amounts to be exchanged between counterparties upon settlements.

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Derivatives Accounted for as Hedges

The Partnership utilizes fair value hedges and cash flow hedges to hedge commodity price risk and interest rate risk.

Fair Value Hedges

Derivatives designated as fair value hedges are used to hedge price risk in commodity inventories and principally include exchange-traded futures contracts that are entered into in the ordinary course of business. For a derivative instrument designated as a fair value hedge, the gain or loss is recognized in earnings in the period of change together with the offsetting change in fair value on the hedged item of the risk being hedged. Gains and losses related to fair value hedges are recognized in the consolidated statement of operations through cost of sales. These futures contracts are settled on a daily basis by the Partnership through brokerage margin accounts.

The Partnership’s fair value hedges include exchange-traded futures contracts and OTC derivative contracts that are hedges against inventory with specific futures contracts matched to specific barrels. The change in fair value of these futures contracts and the change in fair value of the underlying inventory generally provide an offset to each other in the consolidated statement of operations.

The following table presents the gains and losses from the Partnership’s derivative instruments involved in fair value hedging relationships recognized in the consolidated statements of operations for the periods presented (in thousands):


	Statement of Gain (Loss)	Three Months Ended				Nine Months Ended				Statement of Gain (Loss)	Three Months Ended				Nine Months Ended
	Recognized in Income on	September 30,				September 30,				Recognized in Income on	September 30,				September 30,
	Derivatives	2017		2016		2017		2016		Derivatives	2018		2017		2018		2017
Derivatives in fair value hedging relationship
Exchange-traded futures contracts and OTC derivative contracts for petroleum commodity products	Cost of sales	$	(3,930)	$	16,506	$	36,990	$	(1,546)	Cost of sales	$	(12,776)	$	(3,930)	$	(22,507)	$	36,990

Hedged items in fair value hedge relationship
Physical inventory	Cost of sales	$	4,370	$	(19,336)	$	(37,412)	$	9,152	Cost of sales	$	12,786	$	4,370	$	24,160	$	(37,412)

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Cash Flow Hedges

At September 30, ~~2017,~~2018, the Partnership had in place one interest rate swap agreement which ~~is hedging~~hedged $100.0 million of variable rate ~~debt and continues to be accounted for as a cash flow hedge.~~debt. This interest rate swap expired on October 2, 2018.

The amount of gain (loss) recognized in other comprehensive income as effective for derivatives designated in cash flow hedging relationships was ~~$0.2~~$0.1 million and ~~$0.7~~$0.2 million for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$0.8~~$0.3 million and ~~$1.2~~$0.8 million for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively. The amount of gain (loss) recognized in income as ineffectiveness for derivatives designated in cash flow hedging relationships was $0 for each of the three and nine months ended September 30, ~~2017~~2018 and ~~2016.~~2017.

Derivatives Not Accounted for as Hedges

The Partnership utilizes petroleum and ethanol commodity contracts, foreign currency derivatives and, prior to the sale of the Partnership’s natural gas marketing and electricity brokerage businesses, natural gas commodity contracts to hedge price and currency risk in certain commodity inventories and physical forward contracts.

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~~(Unaudited)~~

Petroleum and Ethanol Commodity Contracts

The Partnership uses exchange-traded derivative contracts to hedge price risk in certain commodity inventories which do not qualify for fair value hedge accounting or are not designated by the Partnership as fair value hedges. Additionally, the Partnership uses exchange-traded derivative contracts, and occasionally financial forward and OTC swap agreements, to hedge commodity price exposure associated with its physical forward contracts which are not designated by the Partnership as cash flow hedges. These physical forward contracts, to the extent they meet the definition of a derivative, are considered OTC physical forwards and are reflected as derivative assets or derivative liabilities in the consolidated balance sheet. The related exchange-traded derivative contracts (and financial forward and OTC swaps, if applicable) are also reflected as brokerage margin deposits (and derivative assets or derivative liabilities, if applicable) in the consolidated balance sheet, thereby creating an economic hedge. Changes in fair value of these derivative instruments are recognized in the consolidated statement of operations through cost of sales. These exchange-traded derivatives are settled on a daily basis by the Partnership through brokerage margin accounts.

While the Partnership seeks to maintain a position that is substantially balanced within its commodity product purchase and sale activities, it may experience net unbalanced positions for short periods of time as a result of variances in daily purchases and sales and transportation and delivery schedules as well as other logistical issues inherent in the business, such as weather conditions. In connection with managing these positions, the Partnership is aided by maintaining a constant presence in the marketplace. The Partnership also engages in a controlled trading program for up to an aggregate of 250,000 barrels of commodity products at any one point in time. Changes in fair value of these derivative instruments are recognized in the consolidated statement of operations through cost of sales.

The following table presents the gains and losses from the Partnership’s derivative instruments not involved in a hedging relationship recognized in the consolidated statements of operations for the periods presented (in thousands):


	Statement of Gain (Loss)	Three Months Ended				Nine Months Ended				Statement of Gain (Loss)	Three Months Ended				Nine Months Ended
Derivatives not designated as	Recognized in	September 30,				September 30,				Recognized in	September 30,				September 30,
hedging instruments	Income on Derivatives	2017		2016		2017		2016		Income on Derivatives	2018		2017		2018		2017
Commodity contracts	Cost of sales	$	6,470	$	1,883	$	9,212	$	1,794	Cost of sales	$	(1,162)	$	6,470	$	2,411	$	9,212
Forward foreign currency contracts	Cost of sales		—		(32)		—		71
Total		$	6,470	$	1,851	$	9,212	$	1,865

Margin Deposits

All of the Partnership’s exchange-traded derivative contracts (designated and not designated) are transacted through clearing brokers. The Partnership deposits initial margin with the clearing brokers, along with variation margin,

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which is paid or received on a daily basis, based upon the changes in fair value of open futures contracts and settlement of closed futures contracts. Cash balances on deposit with clearing brokers and open equity are presented on a net basis within brokerage margin deposits in the consolidated balance sheets.

Commodity Contracts and Other Derivative Activity

The Partnership’s commodity contracts and other derivative activity include: (i) exchange-traded derivative contracts that are hedges against inventory and either do not qualify for hedge accounting or are not designated in a hedge accounting relationship, (ii) exchange-traded derivative contracts used to economically hedge physical forward contracts, (iii) financial forward and OTC swap agreements used to economically hedge physical forward contracts and (iv) the derivative instruments under the Partnership’s controlled trading program. The Partnership does not take the normal purchase and sale exemption available under ASC 815 for its physical forward contracts.

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~~(Unaudited)~~

The following table presents the fair value of each classification of the Partnership’s derivative instruments and its location in the consolidated balance sheets at September 30, ~~2017~~2018 and December 31, ~~2016~~2017 (in thousands):


		September 30, 2017							September 30, 2018
		Derivatives		Derivatives Not					Derivatives		Derivatives Not
		Designated as		Designated as					Designated as		Designated as
		Hedging		Hedging					Hedging		Hedging
	Balance Sheet Location	Instruments		Instruments		Total		Balance Sheet Location	Instruments		Instruments		Total
Asset Derivatives:
Exchange-traded derivative contracts	Broker margin deposits	$	—	$	28,977	$	28,977	Broker margin deposits	$	—	$	41,477	$	41,477
Interest rate swaps								Prepaid expenses and other current assets		—		22		22
Forward derivative contracts (1)	Derivative assets		—		5,350		5,350	Derivative assets		—		7,281		7,281
Total asset derivatives		$	—	$	34,327	$	34,327		$	—	$	48,780	$	48,780

Liability Derivatives:
Exchange-traded derivative contracts	Broker margin deposits	$	(1,529)	$	(66,633)	$	(68,162)	Broker margin deposits	$	(6,792)	$	(50,993)	$	(57,785)
Forward derivative contracts (1)	Derivative liabilities		—		(11,109)		(11,109)	Derivative liabilities		—		(13,944)		(13,944)
Interest rate swap contracts	Other long-term liabilities		—		(406)		(406)
Total liability derivatives		$	(1,529)	$	(78,148)	$	(79,677)		$	(6,792)	$	(64,937)	$	(71,729)


		December 31, 2016							December 31, 2017
		Derivatives		Derivatives Not					Derivatives		Derivatives Not
		Designated as		Designated as					Designated as		Designated as
		Hedging		Hedging					Hedging		Hedging
	Balance Sheet Location	Instruments		Instruments		Total		Balance Sheet Location	Instruments		Instruments		Total
Asset Derivatives:
Exchange-traded derivative contracts	Broker margin deposits	$	—	$	60,018	$	60,018	Broker margin deposits	$	—	$	32,483	$	32,483
Forward derivative contracts (1)	Derivative assets		��		21,382		21,382	Derivative assets		—		3,840		3,840
Total asset derivatives		$	—	$	81,400	$	81,400		$	—	$	36,323	$	36,323

Liability Derivatives:
Exchange-traded derivative contracts	Broker margin deposits	$	(33,877)	$	(96,831)	$	(130,708)	Broker margin deposits	$	(7,214)	$	(63,869)	$	(71,083)
Forward derivative contracts (1)	Derivative liabilities		—		(27,413)		(27,413)	Derivative liabilities		—		(13,708)		(13,708)
Interest rate swap contracts	Other long-term liabilities		—		(1,170)		(1,170)	Other long-term liabilities		—		(134)		(134)
Total liability derivatives		$	(33,877)	$	(125,414)	$	(159,291)		$	(7,214)	$	(77,711)	$	(84,925)

(1)

Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps.

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Credit Risk

The Partnership’s derivative financial instruments do not contain credit risk related to other contingent features that could cause accelerated payments when these financial instruments are in net liability positions.

The Partnership is exposed to credit loss in the event of nonperformance by counterparties to the Partnership’s exchange-traded and OTC derivative contracts, but the Partnership has no current reason to expect any material nonperformance by any of these counterparties. Exchange-traded derivative contracts, the primary derivative instrument utilized by the Partnership, are traded on regulated exchanges, greatly reducing potential credit risks. The Partnership utilizes primarily three clearing brokers, all major financial institutions, for all New York Mercantile Exchange (“NYMEX”), Chicago Mercantile Exchange (“CME”) and Intercontinental Exchange (“ICE”) derivative transactions and the right of offset exists with these financial institutions under master netting agreements. Accordingly, the fair value of the Partnership’s exchange-traded derivative instruments is presented on a net basis in the consolidated balance sheets. Exposure on OTC derivatives is limited to the amount of the recorded fair value as of the balance sheet dates.

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~~(Unaudited)~~

Note 9.10. Fair Value Measurements

The following tables present, by level within the fair value hierarchy, the Partnership’s financial assets and liabilities that were measured at fair value on a recurring basis as of September 30, ~~2017~~2018 and December 31, ~~2016~~2017 (in thousands):


	Fair Value at September 30, 2017										Fair Value at September 30, 2018
							Cash Collateral										Cash Collateral
	Level 1		Level 2		Level 3		Netting		Total		Level 1		Level 2		Level 3		Netting		Total
Assets:
Forward derivative contracts (1)	$	—	$	4,017	$	1,147	$	—	$	5,164	$	—	$	5,426	$	1,855	$	—	$	7,281
Swap agreements and options		—		186		—		—		186
Interest rate swaps												—		22		—		—		22
Exchange-traded/cleared derivative instruments (2)		(39,185)		—		—		51,639		12,454		(16,308)		—		—		31,534		15,226
Pension plans		17,264		—		—		—		17,264		18,065		—		—		—		18,065
Total assets	$	(21,921)	$	4,203	$	1,147	$	51,639	$	35,068	$	1,757	$	5,448	$	1,855	$	31,534	$	40,594

Liabilities:
Forward derivative contracts (1)	$	—	$	(9,977)	$	(1,130)	$	—	$	(11,107)	$	—	$	(12,109)	$	(1,835)	$	—	$	(13,944)
Swap agreements and options		—		(2)		—		—		(2)
Interest rate swaps		—		(406)		—		—		(406)
Total liabilities	$	—	$	(10,385)	$	(1,130)	$	—	$	(11,515)


	Fair Value at December 31, 2016										Fair Value at December 31, 2017
							Cash Collateral										Cash Collateral
	Level 1		Level 2		Level 3		Netting		Total		Level 1		Level 2		Level 3		Netting		Total
Assets:
Forward derivative contracts (1)	$	—	$	18,972	$	1,683	$	—	$	20,655	$	—	$	3,207	$	633	$	—	$	3,840
Swap agreements and options		—		727		—		—		727
Exchange-traded/cleared derivative instruments (2)		(70,690)		—		—		98,344		27,654		(38,600)		—		—		48,281		9,681
Pension plans		16,777		—		—		—		16,777		17,580		—		—		—		17,580
Total assets	$	(53,913)	$	19,699	$	1,683	$	98,344	$	65,813	$	(21,020)	$	3,207	$	633	$	48,281	$	31,101

Liabilities:
Forward derivative contracts (1)	$	—	$	(25,097)	$	(2,054)	$	—	$	(27,151)	$	—	$	(12,671)	$	(1,037)	$	—	$	(13,708)
Swap agreements and options		—		(262)		—		—		(262)
Interest rate swaps		—		(1,170)		—		—		(1,170)		—		(134)		—		—		(134)
Total liabilities	$	—	$	(26,529)	$	(2,054)	$	—	$	(28,583)	$	—	$	(12,805)	$	(1,037)	$	—	$	(13,842)

(1)

Forward derivative contracts include the Partnership’s petroleum and ethanol physical and financial forwards and OTC swaps.

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(2)

Amount includes the effect of cash balances on deposit with clearing brokers.

This table excludes cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. The carrying amounts of certain of the Partnership’s financial instruments, including cash equivalents, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short maturities. The carrying value of the credit facility approximates fair value due to the variable rate nature of these financial instruments.

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~~(Unaudited)~~

The carrying value of the inventory qualifying for fair value hedge accounting approximates fair value due to adjustments for changes in fair value of the hedged item. The fair values of the derivatives used by the Partnership are disclosed in Note 8. 9.

The determination of the fair values above incorporates factors including not only the credit standing of the counterparties involved, but also the impact of the Partnership’s nonperformance risks on its liabilities.

The Partnership estimates the fair values of its 6.25% senior notes and 7.00% senior notes using a combination of quoted market prices for similar financing arrangements and expected future payments discounted at risk-adjusted rates, which are considered Level 2 inputs. The fair values of the 6.25% senior notes and 7.00% senior notes, estimated by observing market trading prices of the 6.25% senior notes and 7.00% senior notes, respectively, were as follows (in thousands):


	September 30, 2017					December 31, 2016				September 30, 2018				December 31, 2017
	Face			Fair		Face		Fair		Face		Fair		Face		Fair
	Value			Value		Value		Value		Value		Value		Value		Value
6.25% senior notes		$	375,000	$	379,687	$	375,000	$	361,163	$	375,000	$	372,187	$	375,000	$	383,906
7.00% senior notes		$	300,000	$	303,000	$	300,000	$	289,500	$	300,000	$	305,250	$	300,000	$	308,250

Level 3 Information

The values of the Level 3 derivative contracts were calculated using market approaches based on a combination of observable and unobservable market inputs, including published and quoted NYMEX, CME, ICE, New York Harbor and third-party pricing information for a component of the underlying instruments as well as internally developed assumptions where there is little, if any, published or quoted prices or market activity. The unobservable inputs used in the measurement of the Level 3 derivative contracts include estimates for location basis, transportation and throughput costs net of an estimated margin for current market participants. The estimates for these inputs for crude oil were ~~$0.05~~($32.00) to ~~$3.25~~$6.00 per barrel and ~~$4.05~~($8.50) to ~~$6.50~~($1.00) per barrel as of September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. The estimates for these inputs for propane were ~~$3.78~~($5.456) to ~~$7.35~~$6.72 per barrel and ~~$4.20~~($3.36) to ~~$10.50~~$8.40 per barrel as of September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. Gains and losses recognized in earnings (or changes in net assets) are disclosed in Note 8.9.

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Sensitivity of the fair value measurement to changes in the significant unobservable inputs is as follows:


Significant			Impact on Fair Value
Unobservable Input	Position	Change to Input	Measurement
Location basis	Long	Increase (decrease)	Gain (loss)
Location basis	Short	Increase (decrease)	Loss (gain)
Transportation	Long	Increase (decrease)	Gain (loss)
Transportation	Short	Increase (decrease)	Loss (gain)
Throughput costs	Long	Increase (decrease)	Gain (loss)
Throughput costs	Short	Increase (decrease)	Loss (gain)

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~~(Unaudited)~~

The following table presents a reconciliation of changes in fair value of the Partnership’s derivative contracts classified as Level 3 in the fair value hierarchy at September 30, ~~2017~~2018 (in thousands):


Fair value at December 31, 2016	$	(371)
Fair value at December 31, 2017			$	(404)
Derivatives entered into during the period		102		1,043
Derivatives sold during the period		409		(1,032)
Realized gains (losses) recorded in cost of sales		560		(494)
Unrealized gains (losses) recorded in cost of sales		(683)		907
Fair value at September 30, 2017	$	17
Fair value at September 30, 2018			$	20

The Partnership’s policy is to recognize transfers between levels with the fair value hierarchy as of the beginning of the reporting period. The Partnership also excludes any activity for derivative instruments that were not classified as Level 3 at either the beginning or end of the reporting period.

Non-Recurring Fair Value Measures

Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as acquired assets and liabilities, losses related to firm non-cancellable purchase commitments or long-lived assets subject to impairment. For assets and liabilities measured on a non-recurring basis during the period, accounting guidance requires quantitative disclosures about the fair value measurements separately for each major category. See Note 67 for a discussion of the Partnership’s ~~losses on impairment of assets and Note 5 for~~ assets held for ~~sale.~~sale and Note 17 for acquired assets and liabilities measured on a non-recurring basis.

Note ~~10.~~11. Environmental Liabilities ~~Asset Retirement Obligations~~ and Renewable Identification Numbers

Environmental Liabilities

In connection with the July 2018 acquisitions of retail gasoline and convenience store assets from Cheshire and Champlain (see Note 17), the Partnership assumed certain environmental liabilities, including certain ongoing environmental remediation efforts. As a result, the Partnership initially recorded, on an undiscounted basis, a total environmental liability of approximately $1.2 million and $10.7 million for Cheshire and Champlain, respectively, as of September 30, 2018. Please read Note 12 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017 for information on environmental liabilities recorded prior to 2018.

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The following table presents a summary roll forward of the Partnership’s environmental liabilities at September 30, ~~2017~~2018 (in thousands):


	Balance at						Other		Balance at		Balance at								Other		Balance at
	December 31,		Payments		Dispositions		Adjustments		September 30,		December 31,		Additions		Payments		Dispositions		Adjustments		September 30,
Environmental Liability Related to:	2016		2017		2017		2017		2017		2017		2018		2018		2018		2018		2018
Retail gasoline stations	$	58,456	$	(1,913)	$	(1,800)	$	(1,201)	$	53,542	$	53,569	$	11,931	$	(1,833)	$	(1,551)	$	(1,101)	$	61,015
Terminals		4,609		(110)		—		—		4,499		4,408		—		(102)		—		—		4,306
Total environmental liabilities	$	63,065	$	(2,023)	$	(1,800)	$	(1,201)	$	58,041	$	57,977	$	11,931	$	(1,935)	$	(1,551)	$	(1,101)	$	65,321
Current portion	$	5,341							$	5,329	$	5,009									$	5,001
Long-term portion		57,724								52,712		52,968										60,320
Total environmental liabilities	$	63,065							$	58,041	$	57,977									$	65,321

The Partnership’s estimates used in these environmental liabilities are based on all known facts at the time and its assessment of the ultimate remedial action outcomes. Among the many uncertainties that impact the Partnership’s estimates are the necessary regulatory approvals for, and potential modification of, its remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment, relief of obligations through divestitures of sites and the possibility of existing legal claims giving rise to additional claims. Dispositions generally represent relief of legal obligations through the sale of the related property with no retained obligation. Other adjustments generally represent changes in estimates for existing obligations or obligations associated with new sites. Therefore, although the Partnership believes that these environmental liabilities are adequate, no assurances can be made that any costs incurred in excess of these

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~~(Unaudited)~~

environmental liabilities or outside of indemnifications or not otherwise covered by insurance would not have a material adverse effect on the Partnership’s financial condition, results of operations or cash flows.

~~Asset Retirement Obligations~~

The Partnership is required to account for the legal obligations associated with the long-lived assets that result from the acquisition, construction, development or operation of long-lived assets. Such asset retirement obligations specifically pertain to the treatment of underground gasoline storage tanks (“USTs”) that exist in those states which statutorily require removal of the USTs at a certain point in time. Specifically, the Partnership’s retirement obligations consist of the estimated costs of removal and disposals of USTs.

The liability for an asset retirement obligation is recognized on a discounted basis in the year in which it is incurred, and the discount period applied is based on statutory requirements for UST removal or policy. The associated asset retirement costs are capitalized as part of the carrying cost of the asset. The Partnership had approximately $7.8 million and $8.3 million in total asset retirement obligations at September 30, 2017 and December~~31, 2016, respectively, which are included in other long-term liabilities in the accompanying balance sheets.~~

Renewable Identification Numbers (RINs)

A RIN is a serial number assigned to a batch of renewable fuel for the purpose of tracking its production, use and trading as required by the U.S. Environmental Protection Agency’s (“EPA”) Renewable Fuel Standard that originated with the Energy Policy Act of 2005 and modified by the Energy Independence and Security Act of 2007. To evidence that the required volume of renewable fuel is blended with gasoline and diesel motor vehicle fuels, obligated parties must retire sufficient RINs to cover their Renewable Volume Obligation (“RVO”). The Partnership’s EPA obligations relative to renewable fuel reporting are ~~largely limited to the~~comprised of foreign gasoline and diesel that the Partnership may choose to import and ~~a small amount of~~ blending operations at certain facilities. As a wholesaler of transportation fuels through its terminals, the Partnership separates RINs from renewable fuel through blending with gasoline and can use those separated RINs to settle its RVO. While the annual compliance period for the RVO is a calendar year and the settlement of the RVO typically occurs by March 31 of the following year, the settlement of the RVO can occur, under certain EPA deferral actions, more than one year after the close of the compliance period.

The Partnership’s Wholesale segment’s operating results may be sensitive to the timing associated with its RIN position relative to its RVO at a point in time, and the Partnership may recognize a mark-to-market liability for a shortfall in RINs at the end of each reporting period. To the extent that the Partnership does not have a sufficient number of RINs to satisfy the RVO as of the balance sheet date, the Partnership charges cost of sales for such deficiency based on the market price of the RINs as of the balance sheet date and records a liability representing the Partnership’s obligation to purchase RINs. The Partnership’s RVO deficiency was immaterial at September 30, ~~2017~~2018 and ~~$0.2 million at~~ December 31, ~~2016.~~2017.

The Partnership may enter into RIN forward purchase and sales ~~commitments~~.commitments. Total losses from firm non-cancellable commitments were $0.1 million at September 30, ~~2017 and~~2018. Total losses from firm non-cancellable commitments were immaterial at December 31, ~~2016 were immaterial~~.2017.

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Note ~~11.~~12. Related Party Transactions

The Partnership is a party to a Second Amended and Restated Services Agreement with Global Petroleum Corp. (“GPC”), an affiliate of the Partnership that is 100% owned by members of the Slifka family, pursuant to which the Partnership provides GPC with certain tax, accounting, treasury, legal, information technology, human resources and financial operations support services for which GPC pays the Partnership a monthly services fee at an agreed amount subject to the approval by the Conflicts Committee of the board of directors of the General Partner. The Second Amended and Restated Services Agreement is for an indefinite term and any party may terminate some or all of the

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~~(Unaudited)~~

services upon ninety (90) days’ advanced written notice. As of September 30, ~~2017,~~2018, no such notice of termination was given by GPC.

The General Partner employs substantially all of the Partnership’s employees, except for most of its gasoline station and convenience store employees, who are employed by GMG. The Partnership reimburses the General Partner for expenses incurred in connection with these employees. These expenses, including bonus, payroll and payroll taxes, were ~~$26.6~~$25.2 million and ~~$21.4~~$26.6 million for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$75.9~~$77.1 million and ~~$70.6~~$75.9 million for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively. The Partnership also reimburses the General Partner for its contributions under the General Partner’s 401(k) Savings and Profit Sharing Plans and the General Partner’s qualified and non-qualified pension plans.

The table below presents receivables from GPC and the General Partner (in thousands):


	September 30,		December 31,		September 30,		December 31,
	2017		2016		2018		2017
Receivables from GPC	$	72	$	6	$	248	$	7
Receivables from the General Partner (1)		5,575		3,137		5,062		3,766
Total	$	5,647	$	3,143	$	5,310	$	3,773

(1)

Receivables from the General Partner reflect the Partnership’s prepayment of payroll taxes and payroll accruals to the General ~~Partner.~~Partner and are due to the timing of the payroll obligations.

In addition, ~~for the nine months ended September 30, 2017,~~ the Partnership paid ~~members of the General Partner for~~ certain costs ~~incurred~~ in connection with a compensation funding ~~agreement.~~agreement with the General Partner. See Note ~~12,~~13, “Long-Term Incentive Plan–Repurchase Program.”

Note ~~12.~~13. Long-Term Incentive Plan

The Partnership has a ~~Long Term~~Long-Term Incentive Plan, as amended (the “LTIP”), whereby a total of 4,300,000 common units were authorized for delivery with respect to awards under the LTIP. The LTIP provides for awards to employees, consultants and directors of the General Partner and employees and consultants of affiliates of the Partnership who perform services for the Partnership. The LTIP allows for the award of options, unit appreciation rights, restricted units, phantom units, distribution equivalent rights, unit awards and substitute awards. Awards granted pursuant to the LTIP vest pursuant to the terms of the grant agreements. Please read Note 15 of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 for additional information on the LTIP.

~~The following table presents a summary of the non-vested phantom units granted under the LTIP for the nine months ended September 30, 2017:~~

Weighted

Number of

Average

Non-vested

Grant Date

Units

Fair Value ($)

Outstanding non—vested phantom units at December 31, 2016

571,554

38.56

Granted

579,588

16.75

Vested

(119,055)

39.18

Forfeited

(81,996)

34.91

Outstanding non—vested phantom units at September 30, 2017

950,091

25.49

2930

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents a summary of the non-vested phantom units granted under the LTIP:


		Weighted
	Number of	Average
	Non-vested	Grant Date
	Units	Fair Value ($)
Outstanding non—vested phantom units at December 31, 2017	949,217	25.48
Vested	(99,076)	39.35
Forfeited	(26,964)	22.07
Outstanding non—vested phantom units at September 30, 2018	823,177	23.92

The Partnership recorded total compensation expense related to the outstanding LTIP awards of $1.2 million ~~and $0.9 million~~ for each of the three months ended September 30, 2018 and 2017, and ~~2016, respectively,~~$3.6 million and $3.2 ~~million and $3.1~~ million for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations.

During ~~the three and nine months ended September 30,~~ 2017, a total of 27,019 and 81,996 phantom units, respectively, were forfeited, the majority of which are related to phantom unit awards granted in 2013. As the Partnership’s assumption for forfeitures at the time of grant was zero based on service history, the Partnership reversed compensation expenses related to ~~the~~ forfeitures in the amount of $0.4 million and $1.8 million for the three and nine months ended September 30, 2017, ~~respectively, which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations.~~ respectively.

The total compensation cost related to the non-vested awards not yet recognized at September 30, ~~2017~~2018 was approximately ~~$15.3~~$9.8 million and is expected to be recognized ratably over the remaining requisite service periods.

Repurchase Program

In May 2009, the board of directors of the General Partner authorized the repurchase of the Partnership’s common units (the “Repurchase Program”) for the purpose of meeting the General Partner’s anticipated obligations to deliver common units under the LTIP and meeting the General Partner’s obligations under existing employment agreements and other employment related obligations of the General Partner (collectively, the “General Partner’s Obligations”). The General Partner is authorized to acquire up to 1,242,427 of its common units in the aggregate over an extended period of time, consistent with the General Partner’s Obligations. Common units may be repurchased from time to time in open market transactions, including block purchases, or in privately negotiated transactions. Such authorized unit repurchases may be modified, suspended or terminated at any time and are subject to price and economic and market conditions, applicable legal requirements and available liquidity. Since the Repurchase Program was implemented, the General Partner repurchased 838,505 common units pursuant to the Repurchase Program for approximately $24.8 million, none of which were purchased during the three and nine months ended September 30, ~~2017.~~2018.

In June 2009, the Partnership and the General Partner entered into the Global GP LLC Compensation Funding Agreement (the “Agreement”) whereby the Partnership and the General Partner established obligations and protocol for (i) the funding, management and administration of a compensation funding account and underlying General Partner’s Obligations, and (ii) the holding and disposition by the General Partner of common units acquired in accordance with the Agreement for such purposes as otherwise set forth in the Agreement. The Agreement requires the Partnership to fund costs that the General Partner incurs in connection with performance of the Agreement. In accordance with the Agreement, ~~in June 2017,~~ the Partnership paid members of the General Partner $0 for each of the three months ended September 30, 2018 and 2017 and approximately $0.4 million and $0.8 million in the aggregate ~~for certain costs incurred in connection with the Agreement, which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations~~ for the nine months ended September 30, ~~2017.~~ 2018 and 2017, respectively.

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note ~~13.~~14. Partners’ Equity and Cash Distributions

Partners’ Equity

~~Partners’ equity at~~Common Units

At September 30, ~~2017 consisted of~~2018 there were 33,995,563 common units issued, including ~~7,403,798~~7,347,370 common units held by affiliates of the General Partner, including directors and executive officers, collectively representing a 99.33% limited partner interest in the Partnership, and 230,303 general partner units representing a 0.67% general partner interest in the Partnership. There have been no changes to ~~partners’ equity~~common units during the three and nine months ended September 30, 2018 and 2017.

Series A Preferred Units

~~Table~~On August 7, 2018, the Partnership issued 2,760,000 Series A Preferred Units at a price of ~~Contents~~$25.00 per Series A Preferred Unit. The Partnership used the proceeds, net of underwriting discount and expenses, of $66.4million to reduce indebtedness under its Credit Agreement.

~~GLOBAL PARTNERS LP~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Cash Distributions

Common Units

The Partnership intends to make cash distributions to common unitholders on a quarterly basis, although there is no assurance as to the future cash distributions since they are dependent upon future earnings, capital requirements, financial condition and other factors. The Credit Agreement prohibits the Partnership from making cash distributions if any potential default or Event of Default, as defined in the Credit Agreement, occurs or would result from the cash distribution. The indentures governing the Partnership’s outstanding senior notes also limit the Partnership’s ability to make distributions to its common unitholders in certain circumstances.

Within 45 days after the end of each quarter, the Partnership will distribute all of its Available Cash (as defined in its partnership agreement) to common unitholders of record on the applicable record date. The amount of Available Cash is all cash on hand on the date of determination of Available Cash for the ~~quarter,~~quarter; less the amount of cash reserves established by the General Partner to provide for the proper conduct of the Partnership’s business, to comply with applicable law, any of the Partnership’s debt instruments or other agreements or to provide funds for distributions to unitholders and the General Partner for any one or more of the next four quarters.

The Partnership will make distributions of Available Cash from distributable cash flow for any quarter in the following manner: 99.33% to the common unitholders, pro rata, and 0.67% to the General Partner, until the Partnership distributes for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter; and thereafter, cash in excess of the minimum quarterly distribution is distributed to the common unitholders and the General Partner based on the percentages as provided below.

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As holder of the IDRs, the General Partner is entitled to incentive distributions if the amount that the Partnership distributes with respect to any quarter exceeds specified target levels shown below:


			Marginal Percentage
	Total Quarterly Distribution		Interest in Distributions
	Target Amount		Unitholders		General Partner
First Target Distribution		up to $0.4625	99.33	%	0.67	%
Second Target Distribution		above $0.4625 up to $0.5375	86.33	%	13.67	%
Third Target Distribution		above $0.5375 up to $0.6625	76.33	%	23.67	%
Thereafter		above $0.6625	51.33	%	48.67	%

The Partnership paid the following cash distributions to common unitholders during ~~2017~~2018 (in thousands, except per unit data):

Earned for the

Per Unit








Cash Distribution

Quarter

Cash

Common

General

Incentive

Total Cash

Payment Date

Ended

Distribution

Units

Partner

Distribution

Distribution

2/14/2017

12/31/16

$
0.4625

$
15,723

$
106

$
—

$
15,829

5/15/2017

03/31/17

0.4625

15,723

106

—

15,829

8/14/2017

06/30/17

0.4625

15,723

106

—

15,829


	Earned for the	Per Unit
Cash Distribution	Quarter	Cash		Common		General		Incentive		Total Cash
Payment Date	Ended	Distribution		Units		Partner		Distribution		Distribution
2/14/2018	12/31/17	$	0.4625	$	15,723	$	106	$	—	$	15,829
5/15/2018	03/31/18		0.4625		15,723		106		—		15,829
8/14/2018	06/30/18		0.4750		16,149		109		67		16,325

In addition, on October ~~27, 2017,~~26, 2018, the board of directors of the General Partner declared a quarterly cash distribution of ~~$0.4625~~$0.4750 per unit ($~~1.85~~1.90 per unit on an annualized basis) on all of its outstanding common units for the period from July 1, ~~2017~~2018 through September 30, ~~2017.~~2018. On November 14, ~~2017,~~2018, the Partnership will pay this cash distribution to its common unitholders of record as of the close of business on November 9, ~~2017.~~2018. This distribution will result in the Partnership reaching its second target level distribution for the quarter ended September 30, 2018.

Series A Preferred Units

The Series A Preferred Units are a new class of equity security that ranks senior to all classes or series of the Partnership’s equity securities with respect to distribution rights and rights upon liquidation established after August 7, 2018, the original issue date of the Series A Preferred Units (the “Original Issue Date”).

Distributions on the Series A Preferred Units are cumulative from the Original Issue Date and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on November 15, 2018 (each, a “Distribution Payment Date”), to holders of record as of the opening of business on the February 1, May 1, August 1 or November 1 next preceding the Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose.

On October 23, 2018, the board of directors of the General Partner declared the initial quarterly cash distribution of $0.6635 per unit on the Series A Preferred Units, covering the period from August 7, 2018 (the issuance date of the Series A Preferred Units) through November 14, 2018. This distribution will be payable on November 15, 2018 to holders of record as of the opening of business on November 1, 2018.

The initial distribution rate for the Series A Preferred Units from and including the Original Issue Date, but excluding, August 15, 2023 is 9.75% per annum of the $25.00 liquidation preference per Series A Preferred Unit (equal to $2.4375 per Series A Preferred Unit per annum). On and after August 15, 2023, distributions on the Series A Preferred Units will accumulate for each distribution period at a percentage of the $25.00 liquidation preference equal to an annual floating rate of the three-month LIBOR plus a spread of 6.774% per annum.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

At any time on or after August 15, 2023, the Partnership may redeem, in whole or in part, the Series A Preferred Units at a redemption price in cash of $25.00 per Series A Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared. The Partnership must provide not less than 30 days’ and not more than 60 days’ advance written notice of any such redemption.

Upon the occurrence of a Series A Change of Control (as defined in the partnership agreement), the Partnership may, at its option, redeem the Series A Preferred Units, in whole or in part, within 120 days after the first date on which such Series A Change of Control occurred, by paying $25.00 per Series A Preferred Unit, plus all accumulated and unpaid distributions to, but excluding, the date of redemption, whether or not declared. If, prior to the Series A Change of Control Conversion Date (as defined in the partnership agreement), the Partnership exercises its redemption rights relating to Series A Preferred Units, holders of the Series A Preferred Units that the Partnership has elected to redeem will not have the conversion right discussed below related to a Series A Change of Control.

Upon the occurrence of a Series A Change of Control, each holder of Series A Preferred Units will have the right (unless, prior to the Series A Change of Control Conversion Date, the Partnership provides notice of its election to redeem the Series A Preferred Units) to convert some or all of the Series A Preferred Units held by such holder on the Series A Change of Control Conversion Date into a number of common units per Series A Preferred Unit to be converted equal to the lesser of (a) the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accumulated and unpaid distributions to, but excluding, the Series A Change of Control Conversion Date (unless the Series A Change of Control Conversion Date is after a record date for a Series A Preferred Unit distribution payment and prior to the corresponding Distribution Payment Date, in which case no additional amount for such accumulated and unpaid distribution will be included in this sum) by (ii) the Common Unit Price (as defined in the partnership agreement) and (b) 2.7100, subject, in each case, to certain exceptions and adjustments.

Any such redemptions would be effected only out of funds legally available for such purposes and would be subject to compliance with the provisions of the Partnership’s outstanding indebtedness.

Holders of Series A Preferred Units generally have no voting rights, except for limited voting rights with respect to (i) potential amendments to the partnership agreement that would have a material adverse effect on the terms of the Series A Preferred Units, (ii) the creation or issuance of any Parity Securities (as defined in the partnership agreement) (including any additional Series A Preferred Units) if the cumulative distributions payable on then outstanding Series A Preferred Units (or Parity Securities, if applicable) are in arrears, (iii) the creation or issuance of any Senior Securities (as defined in the partnership agreement) and (iv) the declaration or payment of any distribution to the holders of common units out of capital surplus.

Note ~~14.~~15. Unitholders’ Equity

At-the-Market Offering Program

On May 19, 2015, the Partnership entered into an equity distribution agreement pursuant to which the Partnership may sell from time to time through its sales agents, following a standard due diligence effort, the Partnership’s common units having an aggregate offering price of up to $50.0 million. Sales of the common units, if any, will be made by any method permitted by law deemed to be an “at-the-market” offering, including ordinary brokers’ transactions through the facilities of the New York Stock Exchange, to or through a market maker, or directly on or through an electronic communication network, a “dark pool” or any similar market venue, at market prices, in block transactions, or as otherwise agreed upon by the Partnership and one or more of its sales agents.

The Partnership may also sell common units to one or more of its sales agents as principal for its own account at a price to be agreed upon at the time of sale. Any sale of common units to a sales agent as principal would be pursuant to the terms of a separate agreement between the Partnership and such sales agent.

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Partnership intends to use the net proceeds from any sales pursuant to the at-the-market offering program, after deducting the sales agents’ commissions and the Partnership’s offering expenses, for general partnership purposes, which may include, among other things, repayment of indebtedness, acquisitions and capital expenditures.

The sales agents and/or affiliates of each of the sales agents have, from time to time, performed, and may in the future perform, various financial advisory and commercial and investment banking services for the Partnership and its affiliates, for which they have received and in the future will receive customary compensation and expense reimbursement. Affiliates of the sales agents are lenders under the Partnership’s credit facility and, accordingly, may receive a portion of the net proceeds from this offering if and to the extent any proceeds are used to reduce outstanding borrowings under the Partnership’s credit facility.

No common units have been sold by the Partnership pursuant to the at-the-market offering program since inception.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note ~~15.~~16. Segment Reporting

Summarized financial information for the Partnership’s reportable segments is presented in the table below (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Wholesale Segment:
Sales
Gasoline and gasoline blendstocks	$	559,685	$	558,845	$	1,526,452	$	1,495,985	$	1,594,543	$	559,685	$	3,615,862	$	1,526,452
Crude oil (1)		109,923		129,293		356,594		438,390		15,643		109,923		74,047		356,594
Other oils and related products (2)		292,427		259,587		1,249,457		996,719		279,467		292,427		1,372,042		1,249,457
Total	$	962,035	$	947,725	$	3,132,503	$	2,931,094	$	1,889,653	$	962,035	$	5,061,951	$	3,132,503
Product margin
Gasoline and gasoline blendstocks	$	30,422	$	21,529	$	64,415	$	64,503	$	5,586	$	30,422	$	54,423	$	64,415
Crude oil (1)		(8,405)		(16,818)		3,248		(28,839)		(7,606)		(8,405)		2,885		3,248
Other oils and related products (2)		14,589		11,435		52,290		52,488		5,175		14,589		31,477		52,290
Total	$	36,606	$	16,146	$	119,953	$	88,152	$	3,155	$	36,606	$	88,785	$	119,953
Gasoline Distribution and Station Operations Segment:
Sales
Gasoline	$	897,440	$	818,403	$	2,524,823	$	2,250,140	$	1,110,529	$	897,440	$	3,088,906	$	2,524,823
Station operations (3)		94,856		101,943		258,309		288,186		124,481		94,856		312,455		258,309
Total	$	992,296	$	920,346	$	2,783,132	$	2,538,326	$	1,235,010	$	992,296	$	3,401,361	$	2,783,132
Product margin
Gasoline	$	84,170	$	88,111	$	230,608	$	220,497	$	91,335	$	84,170	$	238,434	$	230,608
Station operations (3)		46,492		48,729		128,629		140,921		57,265		46,492		149,479		128,629
Total	$	130,662	$	136,840	$	359,237	$	361,418	$	148,600	$	130,662	$	387,913	$	359,237
Commercial Segment:
Sales	$	205,415	$	162,127	$	604,425	$	457,789	$	344,172	$	205,415	$	934,989	$	604,425
Product margin	$	5,022	$	4,176	$	13,335	$	16,566	$	5,478	$	5,022	$	16,524	$	13,335
Combined sales and Product margin:
Sales	$	2,159,746	$	2,030,198	$	6,520,060	$	5,927,209	$	3,468,835	$	2,159,746	$	9,398,301	$	6,520,060
Product margin (4)	$	172,290	$	157,162	$	492,525	$	466,136	$	157,233	$	172,290	$	493,222	$	492,525
Depreciation allocated to cost of sales		(22,196)		(24,551)		(67,042)		(74,124)		(22,259)		(22,196)		(64,657)		(67,042)
Combined gross profit	$	150,094	$	132,611	$	425,483	$	392,012	$	134,974	$	150,094	$	428,565	$	425,483

(1)

Crude oil consists of the Partnership’s crude oil sales and revenue from its logistics activities.

(2)

Other oils and related products primarily consist of distillates, residual oil and propane.

(3)

Station operations consist of convenience store sales, rental income and sundries.

(4)

Product margin is a non-GAAP financial measure used by management and external users of the Partnership’s consolidated financial statements to assess its business. The table above includes a reconciliation of product margin on a combined basis to gross profit, a directly comparable GAAP measure.

Approximately ~~123~~144 million gallons and ~~130~~123 million gallons of the GDSO segment’s sales for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~361~~388 million gallons and ~~362~~361 million gallons of the GDSO segment’s sales for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, were supplied from petroleum products and renewable fuels sourced by the Wholesale segment. ~~Except for natural gas (prior to the sale of the Partnership’s natural gas marketing and electricity brokerage businesses in February 2017), predominantly~~Predominantly all of the Commercial segment’s sales were sourced by the Wholesale segment. These intra-segment sales are not reflected as sales in the Wholesale segment as they are eliminated.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A reconciliation of the totals reported for the reportable segments to the applicable line items in the consolidated financial statements is as follows (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Combined gross profit	$	150,094	$	132,611	$	425,483	$	392,012	$	134,974	$	150,094	$	428,565	$	425,483
Operating costs and expenses not allocated to operating segments:
Selling, general and administrative expenses		40,134		36,705		111,600		108,329		42,127		40,134		121,447		111,600
Operating expenses		70,338		70,591		208,720		218,718		83,776		70,338		234,043		208,720
Gain on trustee taxes										—		—		(52,627)		—
Lease exit and termination gain										(3,506)		—		(3,506)		—
Amortization expense		2,260		2,260		6,781		7,128		3,079		2,260		7,984		6,781
Net loss (gain) on sale and disposition of assets		2,190		7,486		(7,291)		13,966		940		2,190		5,840		(7,291)
Goodwill and long-lived asset impairment		809		147,817		809		149,972		414		809		414		809
Total operating costs and expenses		115,731		264,859		320,619		498,113		126,830		115,731		313,595		320,619
Operating income (loss)		34,363		(132,248)		104,864		(106,101)
Operating income										8,144		34,363		114,970		104,864
Interest expense		(20,626)		(21,197)		(65,836)		(65,192)		(22,579)		(20,626)		(65,637)		(65,836)
Income tax benefit (expense)		723		(3,138)		(72)		(1,668)
Net income (loss)		14,460		(156,583)		38,956		(172,961)
Income tax (expense) benefit										(29)		723		900		(72)
Net (loss) income										(14,464)		14,460		50,233		38,956
Net loss attributable to noncontrolling interest		418		37,032		1,242		39,076		384		418		1,142		1,242
Net income (loss) attributable to Global Partners LP	$	14,878	$	(119,551)	$	40,198	$	(133,885)
Net (loss) income attributable to Global Partners LP									$	(14,080)	$	14,878	$	51,375	$	40,198

The Partnership’s foreign assets and foreign sales were immaterial as of and for the three and nine months ended September 30, ~~2017~~2018 and ~~2016.~~2017.

Segment Assets

The Partnership’s terminal assets are allocated to the Wholesale and Commercial segments, and its retail gasoline stations are allocated to the GDSO segment. Due to the commingled nature and uses of the remainder of the Partnership’s assets, it is not reasonably possible for the Partnership to allocate these assets among its reportable segments.

The table below presents total assets by reportable segment at September 30, ~~2017~~2018 and December 31, ~~2016~~2017 (in thousands):

Wholesale

Commercial

GDSO

Unallocated

Total
September 30, 2017

$
555,517

$
109

$
1,244,669

$
347,883

$
2,148,178
December 31, 2016

$
830,662

$
134

$
1,294,568

$
438,656

$
2,564,020


		Wholesale		Commercial		GDSO		Unallocated		Total
September 30, 2018	$	723,006	$	—	$	1,447,625	$	404,699	$	2,575,330
December 31, 2017	$	613,764	$	100	$	1,281,370	$	424,935	$	2,320,169

Note ~~16.~~17. Business Combinations

2018 Acquisitions

Acquisition from Cheshire Oil Company, LLC—On July 24, 2018, the Partnership acquired the assets of ten company-operated gasoline stations and convenience stores from Cheshire in a cash transaction. The portfolio consists of nine stores in New Hampshire and one in Brattleboro, Vermont. All of the locations are branded T-Bird Mini Marts and market Citgo fuel. The purchase price was approximately $33.4 million, including inventory. The acquisition was financed with borrowings under the Partnership’s revolving credit facility.

Table of Contents

GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The acquisition was accounted for using the purchase method of accounting in accordance with the Financial Accounting Standards Board’s (“FASB”) guidance regarding business combinations. The Partnership’s financial statements include the results of operations of Cheshire subsequent to the acquisition date.

The purchase price allocation is considered preliminary, and additional adjustments may be recorded during the allocation period in accordance with the FASB’s guidance regarding business combinations. The purchase price allocation will be finalized as the Partnership receives additional information relevant to the acquisition, including the final valuation of the assets purchased, including tangible and intangible assets, and liabilities assumed.

The following table presents the preliminary allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):


Assets purchased:
Inventory	$	1,591
Property and equipment		26,943
Intangibles		337
Total identifiable assets purchased		28,871
Liabilities assumed:
Environmental liabilities		(1,174)
Other non-current liabilities		(109)
Total liabilities assumed		(1,283)
Net identifiable assets acquired		27,588
Goodwill		5,853
Net assets acquired	$	33,441

Management is in the process of evaluating the purchase price accounting. The Partnership engaged a third-party valuation firm to assist in the valuation of Cheshire’s property and equipment and intangible assets consisting of in-place leases. This valuation continues to be in process and, during the three months ended September 30, 2018, the Partnership received preliminary fair values of these assets. The estimated fair values of property and equipment of $26.9 million and intangibles assets of $0.3 million were developed by management based on their estimates, assumptions and acquisition history including preliminary reports from the third-party valuation firm. The estimated fair values of the property and equipment and intangible assets will be supported by the valuations performed by the third-party valuation firm. It is possible that once the Partnership receives the completed valuations on the property and equipment and intangible assets, the final purchase price accounting may be different than what is presented above.

The fair value of $1.2 million assigned to the assumption of environmental liabilities was developed by management based on their estimates, assumptions and acquisition history (see Note 12).

The fair values of the remaining Cheshire assets and liabilities noted above approximate their carrying values at July 24, 2018.

The preliminary purchase price for the acquisition was allocated to assets acquired and liabilities assumed based on their estimated fair values. The Partnership then allocated the purchase price in excess of net tangible assets acquired to identifiable intangible assets, based upon their estimates and assumptions. Any excess purchase price over the fair value of the net tangible and intangible assets acquired was allocated to goodwill and assigned to the GDSO reporting unit. The $5.9 million of goodwill was recognized as the transaction expanded the Partnership’s retail presence in New Hampshire and enables the Partnership to benefit from economies of scale in the purchase of gasoline and convenience store merchandise. The goodwill is expected to be tax deductible. The operations of Cheshire have been integrated into the GDSO reporting segment.

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The Partnership utilized accounting guidance related to intangible assets which lists the pertinent factors to be considered when estimating the useful life of an intangible asset. These factors include, in part, a review of the expected use by the Partnership of the assets acquired, the expected useful life of another asset (or group of assets) related to the acquired assets and legal, regulatory or other contractual provisions that may limit the useful life of an acquired asset. The Partnership amortizes these intangible assets over their estimated useful lives which is consistent with the estimated undiscounted future cash flows of these assets.

As part of the purchase price allocation, identifiable intangible assets include in-place leases that are being amortized over one year. Amortization expense related to the intangible assets was immaterial for each of the three and nine months ended September 30, 2018.

In connection with the acquisition of Cheshire, the Partnership incurred acquisition costs of approximately $0.4 million for each of the three and nine months ended September 30, 2018, which are included in selling, general and administrative expenses in the accompanying consolidated statements of operations for the respective periods.

Cheshire’s revenues and net income included in the Partnership’s consolidated operating results from July 24, 2018, the acquisition date, through September 30, 2018 were immaterial.

Acquisition from Champlain Oil Company, Inc.—On July 17, 2018, the Partnership acquired retail fuel and convenience store assets from Champlain in a cash transaction. The acquisition included 37 company-operated gasoline stations with Jiffy Mart-branded convenience stores in Vermont and New Hampshire and approximately 24 fuel sites that are either owned or leased, including lessee dealer and commission agent locations. The transaction also included fuel supply agreements for approximately 65 gasoline stations, primarily in Vermont and New Hampshire. The stations primarily market major fuel brands such as Mobil, Shell, Citgo, Sunoco and Irving. The purchase price was approximately $138.4 million, including inventory. The acquisition was financed with borrowings under the Partnership’s revolving credit facility.

The acquisition was accounted for using the purchase method of accounting in accordance with the FASB’s guidance regarding business combinations. The Partnership’s financial statements include the results of operations of Champlain subsequent to the acquisition date.

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The following table presents the preliminary allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):


Assets purchased:
Inventory	$	5,653
Prepaid expenses and other current assets		270
Property and equipment		93,175
Intangibles		13,576
Total identifiable assets purchased		112,674
Liabilities assumed:
Accrued expenses and other current liabilities		(176)
Environmental liabilities		(10,757)
Other non-current liabilities		(938)
Total liabilities assumed		(11,871)
Net identifiable assets acquired		100,803
Goodwill		37,580
Net assets acquired	$	138,383

Management is in the process of evaluating the purchase price accounting. The Partnership engaged a third-party valuation firm to assist in the valuation of Champlain’s property and equipment and intangible assets consisting of dealer supply contracts, in-place leases and franchise rights. This valuation continues to be in process and, during the three months ended September 30, 2018, the Partnership received preliminary fair values of these assets. The estimated fair values of property and equipment of $93.2 million and intangibles assets of $13.6 million were developed by management based on their estimates, assumptions and acquisition history, including preliminary reports from the third-party valuation firm. The estimated fair values of the property and equipment and intangible assets will be supported by the valuations performed by the third-party valuation firm. It is possible that once the Partnership receives the completed valuations on the property and equipment and intangible assets, the final purchase price accounting may be different than what is presented above.

The fair value of $10.7 million assigned to the assumption of environmental liabilities was developed by management based on their estimates, assumptions and acquisition history (see Note 12).

The fair values of the remaining Champlain assets and liabilities noted above approximate their carrying values at July 17, 2018.

The preliminary purchase price for the acquisition was allocated to assets acquired and liabilities assumed based on their estimated fair values. The Partnership then allocated the purchase price in excess of net tangible assets acquired to identifiable intangible assets, based upon their estimates and assumptions. Any excess purchase price over the fair value of the net tangible and intangible assets acquired was allocated to goodwill and assigned to the GDSO reporting unit. The $37.6 million of goodwill was recognized as the transaction expanded the Partnership’s retail portfolio and geographic footprint in New England and provides additional volume to the Partnership’s terminals in New York and Vermont. The goodwill is expected to be tax deductible. The operations of Champlain have been integrated into the GDSO reporting segment.

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As part of the purchase price allocation, identifiable intangible assets include dealer supply contracts, in-place leases and franchise rights that are being amortized between one and ten years. Amortization expense related to the intangible assets was $0.6 million for each of the three and nine months ended September 30, 2018.

In connection with the acquisition of Champlain, the Partnership incurred acquisition costs of approximately $3.3 million and $3.5 million for the three and nine months ended September 30, 2018, respectively, which are included in selling, general and administrative expenses in the accompanying consolidated statements of operations for the respective periods

Champlain’s revenues and net income included in the Partnership’s consolidated operating results from July 17, 2018, the acquisition date, through September 30, 2018 were immaterial.

2017 Acquisition

Honey Farms, Inc.—On October 18, 2017, the Partnership completed the acquisition of retail gasoline and convenience store assets from Honey Farms, Inc. (“Honey Farms”) in a cash transaction. The acquisition included 11 company-operated retail sites with gasoline and convenience stores and 22 company-operated stand-alone convenience stores. All of the sites are located in and around the greater Worcester, Massachusetts area. The purchase price was approximately $38.5 million, including inventory. The acquisition was financed with borrowings under the Partnership’s revolving credit facility.

The following table presents the final allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):


Assets purchased:
Inventory	$	2,999
Property and equipment		14,087
Intangibles		1,370
Other non-current assets		3
Total identifiable assets purchased		18,459
Liabilities assumed:
Environmental liabilities		(1,119)
Other non-current liabilities		(352)
Total liabilities assumed		(1,471)
Net identifiable assets acquired		16,988
Goodwill		21,491
Net assets acquired	$	38,479

During the nine months ended September 30, 2018, the Partnership recorded a change to the preliminary purchase accounting, specifically related to the value assigned to the environmental liabilities. The impact of this change

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decreased goodwill to $21.5 million at September 30, 2018 from $21.6 million at December 31, 2017 as follows (in thousands):


Goodwill – December 31, 2017	$	21,630
Decrease in environmental liabilities		(139)
Goodwill – September 30, 2018	$	21,491

The Partnership engaged a third-party valuation firm to assist in the valuation of Honey Farms’ property and equipment, intangible assets consisting of in-place leases, favorable leasehold interests and franchise rights, and other non-current liabilities consisting of unfavorable leasehold interests. The Partnership’s third-party valuation firm considered the income, market and cost approaches in estimating the fair value of the property and equipment, intangible assets and other non-current liabilities. The market and cost approaches were used to value the property and equipment based on the underlying asset class components of the property and equipment. The income approach was used to value the in-place leases, franchise rights and favorable and unfavorable leasehold interests.

The purchase price for the acquisition was allocated to assets acquired and liabilities assumed based on their estimated fair values. The Partnership then allocated the purchase price in excess of net tangible assets acquired to identifiable intangible assets, based upon a valuation from the Partnership’s third‑party valuation firm. Any excess purchase price over the fair value of the net tangible and intangible assets acquired was allocated to goodwill and assigned to the GDSO reporting unit. The $21.5 million of goodwill was recognized as the transaction expanded the Partnership’s footprint and enables the Partnership to benefit from economies of scale in the purchase of gasoline and convenience store merchandise. The goodwill is expected to be tax deductible. The operations of Honey Farms have been integrated into the GDSO reporting segment.

The fair value of $1.1 million assigned to the assumption of environmental liabilities was developed by management based on their estimates, assumptions and acquisition history.

The fair values of the remaining Honey Farms assets and liabilities noted above approximate their carrying values as of the acquisition date.

As part of the purchase price allocation, identifiable intangible assets include in-place leases, favorable leasehold interests and franchise rights that are being amortized over one, three and three years, respectively. Amortization expense related to the intangible assets was $0.2 million and $0.7 million for the three and nine months ended September 30, 2018, respectively. The in-place leases, favorable leasehold interests and franchise rights have a weighted average term of approximately three, two and four years, respectively, prior to their next renewal.

Supplemental Pro Forma Information—Revenues and net income not included in the Partnership’s consolidated operating results for Cheshire, Champlain and Honey Farms from January 1, 2017 through the respective acquisition date, were immaterial.

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Note 18. Income Taxes

Section 7704 of the Internal Revenue Code provides that publicly-traded partnerships are, as a general rule, taxed as corporations. However, an exception, referred to as the “Qualifying Income Exception,” exists under Section 7704(c) with respect to publicly-traded partnerships of which 90% or more of the gross income for every taxable year consists of “qualifying income.” Qualifying income includes income and gains derived from the transportation, storage and marketing of refined petroleum products, crude oil and ethanol to resellers and refiners. Other types of qualifying income include interest (other than from a financial business), dividends, gains from the sale of real property and gains from the sale or other disposition of capital assets held for the production of income that otherwise constitutes qualifying income.

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Substantially all of the Partnership’s income is “qualifying income” for federal income tax purposes and, therefore, is not subject to federal income taxes at the partnership level. Accordingly, no provision has been made for income taxes on the qualifying income in the Partnership’s financial statements. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the Partnership’s agreement of limited partnership. Individual unitholders have different investment basis depending upon the timing and price at which they acquired their common units. Further, each unitholder’s tax accounting, which is partially dependent upon the unitholder’s tax position, differs from the accounting followed in the Partnership’s consolidated financial statements. Accordingly, the aggregate difference in the basis of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined because information regarding each unitholder’s tax attributes in the Partnership is not available to the Partnership.

One of the Partnership’s wholly owned subsidiaries, GMG, is a taxable entity for federal and state income tax purposes. Current and deferred income taxes are recognized on the separate earnings of GMG. The after-tax earnings of GMG are included in the earnings of the Partnership. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes for GMG. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Partnership calculates its current and deferred tax provision based on estimates and assumptions that could differ from actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified.

On July 1, 2015 the Partnership commenced business in Canada through its wholly owned Canadian subsidiary, Global Partners Energy Canada ULC (“GPEC”). GPEC predominantly consists of sourcing crude oil and other petroleum based products for sale to the Partnership and customers in Canada. GPEC is a taxable entity for Canadian corporate income and branch taxes. In its first year of operations, GPEC realized a pre-tax loss generating a net operating loss that might be used to offset future taxable income when GPEC operates at a profit. The Partnership recognizes deferred tax assets to the extent that the recoverability of these assets satisfies the “more likely than not” recognition criteria in accordance with the accounting guidance regarding income taxes. Based upon projections of future taxable income, limited capital assets and market conditions, the Partnership has provided a full valuation allowance against the GPEC deferred tax asset.

The Partnership recognizes deferred tax assets to the extent that the recoverability of these assets satisfies the “more likely than not” ~~recognition~~ criteria in accordance with the FASB’s accounting guidance regarding income taxes. ~~Based~~The Partnership concluded, based upon ~~projections~~an evaluation of future operating results and reversal of existing taxable ~~income, the Partnership believes~~temporary differences, that ~~the recorded deferred tax~~a portion of these assets will not be ~~realized.~~realized in a future period. The valuation allowance increased by $0.3 million for the nine months ended September 30, 2018.

The Partnership computed its tax provision for the three and nine months ended September 30, ~~2017~~2018 based upon the year-to-date effective tax rate as opposed to an estimated annual effective tax rate. ~~The~~Given a reliable estimate of the

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annual effective tax rate cannot be made, the Partnership concluded that the year-to-date effective tax rate is the most appropriate method to use for the three and nine months ended September 30, ~~2017, given a reliable estimate of the annual effective tax rate cannot be made.~~2018.

Unrecognized tax benefits represent uncertain tax positions for which reserves have been established. AtThe Partnership had gross-tax effected unrecognized tax benefits of $1.0 million at both September 30, ~~2017~~2018 and December 31, ~~2016, the Partnership had $1.5 million and $1.4 million, respectively, of unrecognized tax benefits,~~2017, of which all would favorably impact the effective tax rate if recognized.

GMG files income tax returns in the United States and various state jurisdictions. With few exceptions, the Partnership is subject to income tax examination by tax authorities for all years dated back to ~~2013.~~2015.

Tax Cuts and Jobs Act

As disclosed in Note 11, “Income Taxes,” of Notes to Consolidated Financial Statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017, the Partnership recorded provisional amounts in its 2017 consolidated financial statements to reflect the federal, state and foreign impacts of the Tax Cuts and Jobs Act (the “Act”), as well as to the balance of the Partnership’s deferred tax assets and liabilities. These amounts remain provisional and subject to Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act,” (“SAB 118”) as of September 30, 2018. There have been no changes to the provisional amounts recorded in the 2017 financial statements during the three and nine months ended September 30, 2018.

While the Partnership made reasonable estimates of the effects of the Act in its 2017 consolidated financial statements, the final impact of the Act may differ from these estimates due to, among other things, changes in the Partnership’s interpretations of and assumptions under the Act and additional guidance that may be issued by the Internal Revenue Service. As a result, the Partnership will continue to gather additional information to determine the final impact of these changes. SAB118 provides that in these cases, an entity should continue to apply ASC Topic 740, “Income Taxes,” based on the provisions of the tax laws that were in effect immediately prior to the Act. SAB118 provides a measurement period that should not extend beyond one year from the Act enactment date for entities to complete the accounting under ASC Topic 740.

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Note ~~17.~~19. Changes in Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss by component for the periods presented (in thousands):


	Pension						Pension
Three Months Ended September 30, 2017	Plan		Derivatives		Total
Balance at June 30, 2017	$	(3,700)	$	(575)	$	(4,275)
Three Months Ended September 30, 2018							Plan		Derivatives		Total
Balance at June 30, 2018							$	(5,351)	$	88	$	(5,263)
Other comprehensive income before reclassifications of gain (loss)		(135)		167		32		584		(67)		517
Amount of (loss) gain reclassified from accumulated other comprehensive income		30		—		30		(16)		—		(16)
Total comprehensive (loss) income		(105)		167		62		568		(67)		501
Balance at September 30, 2017	$	(3,805)	$	(408)	$	(4,213)
Balance at September 30, 2018							$	(4,783)	$	21	$	(4,762)

	Pension						Pension
Nine Months Ended September 30, 2017	Plan		Derivatives		Total
Balance at December 31, 2016	$	(4,269)	$	(1,172)	$	(5,441)
Nine Months Ended September 30, 2018							Plan		Derivatives		Total
Balance at December 31, 2017							$	(5,333)	$	(135)	$	(5,468)
Other comprehensive income before reclassifications of gain (loss)		488		764		1,252		598		156		754
Amount of (loss) gain reclassified from accumulated other comprehensive income		(24)		—		(24)		(48)		—		(48)
Total comprehensive income		464		764		1,228		550		156		706
Balance at September 30, 2017	$	(3,805)	$	(408)	$	(4,213)
Balance at September 30, 2018							$	(4,783)	$	21	$	(4,762)

Amounts are presented prior to the income tax effect on other comprehensive income. Given the Partnership’s partnership status for federal income tax purposes, the effective tax rate is immaterial.

Note ~~18.~~20. Supplemental Cash Flow Information

The following table presents supplemental cash flow ~~supplemental~~ information for the periods presented (in thousands):


	Nine Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2018		2017
Borrowings from working capital revolving credit facility	$	946,200	$	1,191,000	$	1,595,000	$	946,200
Payments on working capital revolving credit facility		(1,231,600)		(1,121,100)		(1,414,000)		(1,231,600)
Net (payments on) borrowings from working capital revolving credit facility	$	(285,400)	$	69,900
Net borrowings from (payments on) working capital revolving credit facility					$	181,000	$	(285,400)
Borrowings from revolving credit facility	$	—	$	20,300	$	166,000	$	—
Payments on revolving credit facility		(26,700)		(108,500)		(117,800)		(26,700)
Net payments on revolving credit facility	$	(26,700)	$	(88,200)
Net borrowings from (payments on) revolving credit facility					$	48,200	$	(26,700)

Note ~~19.~~21. Legal Proceedings

General

Although the Partnership may, from time to time, be involved in litigation and claims arising out of its operations in the normal course of business, the Partnership does not believe that it is a party to any litigation that will have a material adverse impact on its financial condition or results of operations. Except as described below and in Note 1011 included herein, the Partnership is not aware of any significant legal or governmental proceedings against it, or

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contemplated to be brought against it. The Partnership maintains insurance policies with insurers in amounts and with coverage and deductibles as its general partner believes are reasonable and prudent. However, the Partnership can

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provide no assurance that this insurance will be adequate to protect it from all material expenses related to potential future claims or that these levels of insurance will be available in the future at economically acceptable prices.

Other

During the second quarter ended June 30, 2016, the Partnership determined that gasoline loaded from certain loading bays at one of its terminals did not contain the necessary additives as a result of an IT-related configuration error. The error was corrected and all gasoline being sold at the terminal now contains the appropriate additives. Based upon current information, the Partnership believes approximately 14 million gallons of gasoline were impacted. The Partnership has notified the EPA of this error. As a result of this error, the Partnership could be subject to fines, penalties and other related claims, including customer claims.

~~In February~~On August 2, 2016, the Partnership received a ~~request for information~~Notice of Violation (“NOV”) from the EPA, seeking certain information regarding its Albany terminal in order to assess its compliance with the Clean Air Act (the “CAA”). The information requested generally related to crude oil received by, stored at and shipped fromalleging that permits for the Partnership’s petroleum product transloading facility in Albany, New York (the “Albany Terminal”), ~~including its composition, control devices for emissions~~issued by the New York State Department of Environmental Conservation (“NYSDEC”) between August 9, 2011 and ~~various permitting-related considerations.~~November 7, 2012, violated the Clean Air Act (the “CAA”) and the federally enforceable New York State Implementation Plan (“SIP”) by increasing throughput of crude oil at the Albany Terminal without complying with the New Source Review (“NSR”) requirements of the SIP. The Albany Terminal is a 63-acre licensed, permitted and operational stationary bulk petroleum storage and transfer terminal that currently consists of petroleum product storage tanks, along with truck, rail and marine loading facilities, for the storage, blending and distribution of various petroleum and related products, including gasoline, ethanol, distillates, heating and crude oils. No violations were alleged in the request for information. The Partnership submitted responses and documentation, in March and April 2016, to the EPA in accordance with the EPA request. On August 2, 2016, the Partnership received a Notice of Violation (“NOV”) from the EPA, alleging that permits for the Albany Terminal, issued by the New York State Department of Environmental Conservation (“NYSDEC”) between August 9, 2011 and November 7, 2012, violated the CAA and the federally enforceable New York State Implementation Plan (“SIP”) by increasing throughput of crude oil at the Albany Terminal without complying with the New Source Review (“NSR”) requirements of the SIP. The applicable permits issued by the NYSDEC to the Partnership in 2011 and 2012 specifically authorize the Partnership to increase the throughput of crude oil at the Albany Terminal. According to the allegations in the NOV, the NYSDEC ~~permits~~permit actions should have been ~~regulated~~treated as a major modification under the NSR program, requiring additional emission control measures and compliance with other NSR requirements. The NYSDEC has not alleged that the Partnership’s permits were subject to the NSR ~~program.~~program and the NYSDEC never issued an NOV in the matter. The CAA authorizes the EPA to take enforcement action in response to violations of the New York SIP seeking compliance and penalties. The Partnership believes that the permits issued by the NYSDEC comply with the CAA and applicable state air permitting requirements and that no material violation of law has occurred. The Partnership disputes the claims alleged in the NOV and responded to the EPA in September 2016. The Partnership met with the EPA and provided additional information at the agency’s request. On December 16, 2016, the EPA proposed a Settlement Agreement in a letter to the Partnership relating to the allegations in the NOV. On January 17, 2017, the Partnership responded to the EPA indicating that the EPA had failed to explain or provide support for its allegations and that the EPA needed to better explain its positions and the evidence on which it was relying. The EPA did not respond with such evidence, but instead has requested that the Partnership enter into a ~~further~~series of tolling ~~agreement.~~agreements. The Partnership has signed a number of tolling agreements with respect to this matter, as requested by the EPA, and such agreements currently extend through ~~February 28,~~December 31, 2018. To date, the EPA has not taken any further formal action with respect to the NOV.

By letter dated October 5, 2015, the Partnership received a notice of intent to sue (the “October NOI”), which supersedes and replaces a prior notice of intent to sue that the Partnership received on September 1, 2015 (the “September NOI”) from Earthjustice, an environmental advocacy organization on behalf of the County of Albany, New York, a public housing development owned and operated by the Albany Housing Authority and certain environmental organizations, related to alleged violations of the CAA, particularly with respect to crude oil operations at the Albany

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Terminal. The October NOI superseded and replaced the September NOI to add two additional environmental advocacy organizations and to revise the relief sought and the description of the alleged CAA violations.

On February 3, 2016, after the NYSDEC chose not to act on the allegations, Earthjustice and the other entities identified in the October NOI filed suit against the Partnership in federal court in Albany under the citizen suit provisions of the CAA. In summary, this lawsuit alleges that certain of the Partnership’s operations at the Albany Terminal are in violation of the CAA. The plaintiffs seek, among other things, relief that would compel the Partnership both to apply for what the plaintiffs contend is the applicable permit under the CAA, and to install additional pollution controls. In addition, the plaintiffs seek to prohibit the Albany Terminal from receiving, storing, handling, and marine loading certain types of Bakken crude oil and to require payment of a civil penalty of $37,500 for each day the Partnership as operated the Albany Terminal in violation of the CAA. The Partnership believes that it has meritorious defenses against all allegations. On February 26, 2016, the Partnership filed a motion to dismiss the CAA action. On September 26, 2017, the United States District Court granted the Partnership’s motion to dismiss the suit in its entirety. The plaintiffs have filed a Notice of Appeal with the Second Circuit Court of Appeals.

By letter dated January 25, 2017, the Partnership received a notice of intent to sue (the “2017 NOI”) from Earthjustice related to alleged violations of the CAA; specifically alleging that the Partnership was operating the Albany Terminal without a valid CAA Title V Permit. On February 9, 2017, the Partnership responded to Earthjustice advising that the 2017 NOI was without factual or legal merit and that the Partnership would move to dismiss any action commenced by Earthjustice. No action was taken by either the EPA or the NYSDEC with regard to the Earthjustice allegations. At this time, there has been no further action taken by Earthjustice. Neither the EPA nor the NYSDEC has followed up on the 2017 NOI. The Albany Terminal is currently operating pursuant to its Title V ~~Permit.~~Permit, which has been extended in accordance with the State Administrative Procedures Act. The Partnership believes that it has meritorious defenses against all allegations.

On May 29, 2015 and in connection with a commercial dispute with Tethys Trading Company LLC (“Tethys”), the Partnership received a notice from Tethys alleging a default under, and purporting to terminate, the Partnership’s

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contract with Tethys for crude oil services at the Partnership’s Oregon facility. However, the Partnership does not believe Tethys had the right to terminate the contract, and the Partnership will continue to investigate and determine the appropriate action to take to enforce its rights under the agreement.

On March 26, 2015, the Partnership received a Notice of Non-Compliance (“NON”) from the Massachusetts Department of Environmental Protection (“DEP”) with respect to the Revere terminal (the “Revere Terminal”) located in Boston Harbor in Revere, Massachusetts, alleging certain violations of the National Pollutant Discharge Elimination System Permit (“NPDES Permit”) related to storm water discharges. The NON required the Partnership to submit a plan to remedy the reported violations of the NPDES Permit. The Partnership has responded to the NON with a plan and has implemented modifications to the storm water management system at the Revere Terminal in accordance with the plan. The Partnership has requested that the DEP acknowledge completion of the required modifications to the storm water management system in satisfaction of the NON. While no response has yet been received, the Partnership believes that compliance with the NON has been achieved, and implementation of the plan will have no material impact on its operations.

The Partnership received letters from the EPA dated November 2, 2011 and March 29, 2012, containing requirements and testing orders (collectively, the “Requests for Information”) for information under the CAA. The Requests for Information were part of an EPA investigation to determine whether the Partnership has violated sections of the CAA at certain of its terminal locations in New England with respect to residual oil and asphalt. On June 6, 2014, a NOV was received from the EPA, alleging certain violations of its Air Emissions License issued by the Maine Department of Environmental Protection, based upon the test results at the South Portland, Maine terminal. The Partnership met with and provided additional information to the EPA with respect to the alleged violations. On April 7, 2015, the EPA issued a Supplemental Notice of Violation (the “Supplemental NOV”) modifying the allegations of violations of the terminal’s Air Emissions License. The Partnership has responded to the Supplemental NOV and is

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engaged in further negotiations with the EPA. A tolling agreement was executed with the United States on December 1, 2015, which has currently been extended through ~~February 28,~~December 31, 2018. While the Partnership does not believe that a material violation has occurred, and it contests the allegations presented in the NOV and Supplemental NOV, the Partnership does not believe any adverse determination in connection with the NOV would have a material impact on its operations.

Note ~~20.~~22. New Accounting Standards

~~Except as disclosed below, there~~There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Partnership’s consolidated financial statements, from those disclosed in the Partnership’s ~~2016~~2017 Annual Report on Form 10-K, except for the following:

Accounting Standards or Updates Recently Adopted

In ~~January~~May 2017, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ~~Accounting Standards Update (“ASU”) 2017-04, “Intangibles-Goodwill and Other.~~ASU 2017-09, “Compensation–Stock Compensation: Scope of Modification Accounting.” This standard ~~eliminates step two from~~clarifies that modification accounting for share-based payment awards should not be applied if the ~~goodwill impairment test,~~fair value, vesting conditions, and ~~instead requires~~the classification of the modified award as an ~~entity to recognize~~equity instrument or as a ~~goodwill impairment charge for~~liability instrument are the ~~amount by which~~same before and immediately after the ~~goodwill carrying amount exceeds the reporting unit’s fair value.~~modification. This standard is effective for ~~interim and~~ annual ~~goodwill impairment tests in fiscal years~~periods beginning after December 15, ~~2019,~~2017 and ~~early adoption is permitted. This standard must~~interim periods within those annual periods. Adoption will be applied prospectively to awards modified on ~~a prospective basis.~~or after the adoption date. The Partnership adopted this standard on January 1, ~~2017.~~2018. The adoption of this standard did not have a material impact on the Partnership’s consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” This standard simplifies several aspects of the accounting for share-based payment award transactions, including accounting for income taxes and classification of excess tax benefits on the statement of cash flows, forfeitures and minimum statutory tax withholding requirements. This standard is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted for any interim or annual period. The Partnership adopted this standard on January 1, 2017. The adoption of this standard did not have a material impact on the Partnership’s consolidated financial statements.

In March 2016, the FASB issued ASU 2016-05, “Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships.” This standard clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. This standard is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Partnership adopted this standard on January 1, 2017. The adoption of this standard did not have a material impact on the Partnership’s consolidated financial statements.

~~In July 2015, the FASB issued ASU 2015-11, “Simplifying~~ ~~the Measurement~~ of Inventory,” which requires an entity to measure inventory within the scope of the amendment at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This standard is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Partnership adopted this standard on January 1, 2017. The adoption of this standard did not have a material impact on the Partnership’s consolidated financial statements.

~~Accounting Standards or Updates Not Yet Effective~~

~~Table of Contents~~

~~GLOBAL PARTNERS LP~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. This standard is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, and early adoption is permitted. The Partnership is assessing the impact this standard will have on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations: Clarifying the Definition of a Business.” This standard clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

standard is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. The Partnership ~~is assessing the impact~~adopted this standard ~~will~~on January 1, 2018. The adoption of this standard did not have a material impact on ~~its~~the Partnership’s consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments.” This standard reduces diversity in practice in how certain transactions are classified in the statement of cash flows by addressing eight specific cash receipt and cash payment issues. This standard is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods, with early adoption permitted. The Partnership adopted this standard on January 1, 2018. The adoption of this standard did not have a material impact on the Partnership’s consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities”. This standard revises the classification and measurement of investments in certain equity investments and the presentation of certain fair value changes for certain financial liabilities measured at fair value. This standard also requires the change in fair value of many equity investments to be recognized in net income. This standard is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Partnership adopted this standard on January 1, 2018. The adoption of this standard isdid not ~~expected to~~ have a material impact on the Partnership’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with ~~Customers” (“ASU 2014-09”)~~Customers,” and has modified the standard ~~thereafter. This standard,~~thereafter, now codified as ~~amended, replaces existing~~ASC 606. ASC 606 supersedes previous revenue recognition ~~rules with~~requirements in ASC 605, includes a ~~comprehensive~~five-step revenue ~~measurement~~recognition model to depict the transfer of goods or services to customers in an amount that reflects the consideration to which entities expect to be entitled in exchange for those goods or services and ~~recognition standard and expanded~~expands disclosure requirements. ~~ASU 2014-09, as amended, becomes~~ASC 606 became effective for annual reporting periods beginning ~~after December 15, 2017,~~January 1, 2018, at which point the Partnership ~~plans to adopt~~adopted the standard. The Partnership continues to evaluate the impact this standard will have on its consolidated financial statements. To perform the evaluation, the Partnership established a cross-functional implementation team consisting of representatives from across all of the Partnership’s operating segments. Based on initial evaluation efforts performed, the Partnership expects that a portion of its current and prospective revenue will be outside the scope of the standard. Of the Partnership’s revenue recognized for the year ended December 31, 2016, approximately 40% originated as forward physical contracts (within the Wholesale and Commercial segments) which are accounted for as derivatives and are outside the scope of ASU 2014-09. The Partnership’s implementation team has substantially completed its review of customer contracts and has preliminarily concluded that the adoption of this standard ~~will~~did not have a material impact on the recognition of revenue on the Partnership’s consolidated financial statements as it did not materially impact the timing or measurement of the Partnership’s revenue recognition. The Partnership ~~expects~~adopted the standard using the modified retrospective method applied to ~~finalize its review and conclusions during the fourth quarter ending December 31, 2017, including the evaluation of any changes to internal controls and financial statement disclosures.~~

~~The FASB allows two adoption methods under ASU 2014-09. Under one method, an entity will apply the rules to~~those contracts ~~in all reporting periods presented, subject to certain allowable exceptions. Under the other method, an entity will apply the rules to all contracts existing~~which were not completed as of January 1, 2018. Results for reporting periods beginning January 1, 2018 ~~recognizing~~are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Partnership’s historical accounting under ASC 605. See Note 2 for additional information.

Accounting Standards or Updates Not Yet Effective

In August 2018, the FASB issued ASU2018-13, “Changes to the Disclosure Requirements for Fair Value Measurement,” which amends existing guidance on disclosure requirements for fair value measurements. This standard requires prospective application on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level3 fair value measurements and the narrative description of measurement uncertainty. The effects of other amendments must be applied retrospectively to all periods presented. This standard is effective for fiscal years beginning ~~retained earnings an adjustment~~after December15, 2019 and interim periods within those fiscal years, with early adoption permitted. The Partnership is assessing the impact this standard will have on its consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities.” This standard expands and refines hedge accounting for both financial and non-financial risk components, aligns the ~~cumulative effect~~recognition and presentation of the ~~change~~effects of hedging instruments and ~~providing additional disclosures comparing results~~hedge items in the financial statements, and includes certain targeted improvements to ~~previous rules (“~~ease the application of current guidance related to the assessment of hedge effectiveness. This standard is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, and early adoption is permitted. The Partnership is assessing the impact this standard will have on its consolidated financial statements.

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In February 2016, the FASB issued ASU 2016-02, “Leases,” and has modified the standard thereafter through a series of amendments. This standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. This standard is effective beginning in the first quarter of 2019. Early adoption of this standard is permitted. The standard allows for two adoption methods, a modified retrospective ~~method”).~~transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief, and an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the financial statements. The Partnership ~~currently intends~~continues to ~~adopt~~evaluate the ~~modified retrospective method.~~impact of this standard on its financial statements and disclosures, internal controls and accounting policies. The Partnership believes that the new standard will have a material impact on its consolidated balance sheet. The evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population and analyzing the practical expedients in order to determine the best path of implementing changes to existing processes and controls.

Note ~~21.~~23. Subsequent Events

Distribution to Common Unitholders—On October ~~27, 2017,~~26, 2018, the board of directors of the General Partner declared a quarterly cash distribution of ~~$0.4625~~$0.4750 per unit ($~~1.85~~1.90 per unit on an annualized basis) for the period from July 1, ~~2017~~2018 through September 30, ~~2017.~~2018. On November 14, ~~2017,~~2018, the Partnership will pay this cash distribution to its common unitholders of record as of the close of business on November 9, ~~2017.~~2018.

~~Acquisition of Gasoline and Convenience Store Assets~~Distribution to Preferred Unitholders—On October ~~18, 2017,~~23, 2018, the ~~Partnership completed the acquisition~~board of ~~retail gasoline and convenience store assets from Honey Farms, Inc. in a cash transaction. The acquisition~~

~~Table of Contents~~

~~GLOBAL PARTNERS LP~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~included 11 company-operated retail sites with gasoline and convenience stores and 22 company-operated stand-alone convenience stores. All~~directors of the ~~sites are located in~~General Partner declared the ~~greater Worcester, Massachusetts area. The purchase price was approximately $36.0 million.~~initial quarterly cash distribution of $0.6635 per unit on the Series A Preferred Units, covering the period from August 7, 2018 (the issuance date of the Series A Preferred Units) through November 14, 2018. This distribution will be payable on November 15, 2018 to holders of record as of the opening of business on November 1, 2018.

Note ~~22.~~24. Supplemental Guarantor Condensed Consolidating Financial Statements

The Partnership’s wholly owned subsidiaries, other than GLP Finance, are guarantors of senior notes issued by the Partnership and GLP Finance. As such, the Partnership is subject to the requirements of Rule 3-10 of Regulation S-X of the SEC regarding financial statements of guarantors and issuers of registered guaranteed securities. The Partnership presents condensed consolidating financial information for its subsidiaries within the notes to consolidated financial statements in accordance with the criteria established for parent companies in the SEC’s Regulation S-X, Rule 3-10(d).

The following condensed consolidating financial information presents the Condensed Consolidating Balance Sheets as of September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Condensed Consolidating Statements of Operations for the three and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 and the Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 of the Partnership’s 100% owned guarantor subsidiaries, the non-guarantor subsidiary and the eliminations necessary to arrive at the information for the Partnership on a consolidated basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Balance Sheet

September 30, ~~2017~~2018

(In thousands)


	(Issuer)		Non-						(Issuer)		Non-
	Guarantor		Guarantor						Guarantor		Guarantor
	Subsidiaries		Subsidiary		Eliminations		Consolidated		Subsidiaries		Subsidiary		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	9,591	$	1,264	$	—	$	10,855	$	11,281	$	1,170	$	—	$	12,451
Accounts receivable, net		330,527		220		192		330,939		407,467		7		63		407,537
Accounts receivable - affiliates		5,647		192		(192)		5,647		5,310		63		(63)		5,310
Inventories		280,510		—		—		280,510		481,457		—		—		481,457
Brokerage margin deposits		12,454		—		—		12,454		15,226		—		—		15,226
Derivative assets		5,350		—		—		5,350		7,281		—		—		7,281
Prepaid expenses and other current assets		77,012		163		—		77,175		89,435		164		—		89,599
Total current assets		721,091		1,839		—		722,930		1,017,457		1,404		—		1,018,861
Property and equipment, net		1,030,146		8,085		—		1,038,231		1,105,406		4,486		—		1,109,892
Intangible assets, net		57,670		—		—		57,670		62,221		—		—		62,221
Goodwill		291,455		—		—		291,455		352,550		—		—		352,550
Other assets		37,892		—		—		37,892		31,806		—		—		31,806
Total assets	$	2,138,254	$	9,924	$	—	$	2,148,178	$	2,569,440	$	5,890	$	—	$	2,575,330

Liabilities and partners' equity
Liabilities and partners’ equity
Current liabilities:
Accounts payable	$	241,588	$	136	$	—	$	241,724	$	336,477	$	53	$	—	$	336,530
Accounts payable - affiliates		(193)		193		—		—		(34)		34		—		—
Working capital revolving credit facility - current portion		39,200		—		—		39,200		307,700		—		—		307,700
Environmental liabilities - current portion		5,329		—		—		5,329		5,001		—		—		5,001
Trustee taxes payable		97,857		—		—		97,857		37,734		—		—		37,734
Accrued expenses and other current liabilities		81,259		124		—		81,383		97,209		168		—		97,377
Derivative liabilities		11,109		—		—		11,109		13,944		—		—		13,944
Total current liabilities		476,149		453		—		476,602		798,031		255		—		798,286
Working capital revolving credit facility - less current portion		100,000		—		—		100,000		100,000		—		—		100,000
Revolving credit facility		190,000		—		—		190,000		244,200		—		—		244,200
Senior notes		661,109		—		—		661,109		663,775		—		—		663,775
Environmental liabilities - less current portion		52,712		—		—		52,712		60,320		—		—		60,320
Financing obligations		152,463		—		—		152,463		150,132		—		—		150,132
Deferred tax liabilities		64,181		—		—		64,181		38,563		—		—		38,563
Other long-term liabilities		59,343		—		—		59,343		53,572		—		—		53,572
Total liabilities		1,755,957		453		—		1,756,410		2,108,593		255		—		2,108,848

Partners' equity
Global Partners LP equity		382,297		5,713		—		388,010		460,847		3,412		—		464,259
Noncontrolling interest		—		3,758		—		3,758		—		2,223		—		2,223
Total partners' equity		382,297		9,471		—		391,768		460,847		5,635		—		466,482
Total liabilities and partners' equity	$	2,138,254	$	9,924	$	—	$	2,148,178	$	2,569,440	$	5,890	$	—	$	2,575,330

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Balance Sheet

December 31, ~~2016~~2017

(In thousands)


	(Issuer)		Non-						(Issuer)		Non-
	Guarantor		Guarantor						Guarantor		Guarantor
	Subsidiaries		Subsidiary		Eliminations		Consolidated		Subsidiaries		Subsidiary		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	9,373	$	655	$	—	$	10,028	$	13,035	$	1,823	$	—	$	14,858
Accounts receivable, net		420,897		213		250		421,360		416,974		218		71		417,263
Accounts receivable - affiliates		2,865		528		(250)		3,143		3,773		71		(71)		3,773
Inventories		521,878		—		—		521,878		350,743		—		—		350,743
Brokerage margin deposits		27,653		—		—		27,653		9,681		—		—		9,681
Derivative assets		21,382		—		—		21,382		3,840		—		—		3,840
Prepaid expenses and other current assets		69,872		150		—		70,022		77,889		88		—		77,977
Total current assets		1,073,920		1,546		—		1,075,466		875,935		2,200		—		878,135
Property and equipment, net		1,087,964		11,935		—		1,099,899		1,029,864		6,803		—		1,036,667
Intangible assets, net		65,013		—		—		65,013		56,545		—		—		56,545
Goodwill		294,768		—		—		294,768		312,401		—		—		312,401
Other assets		28,874		—		—		28,874		36,421		—		—		36,421
Total assets	$	2,550,539	$	13,481	$	—	$	2,564,020	$	2,311,166	$	9,003	$	—	$	2,320,169

Liabilities and partners' equity
Current liabilities:
Accounts payable	$	320,003	$	259	$	—	$	320,262	$	313,265	$	147	$	—	$	313,412
Accounts payable - affiliates										(148)		148		—		—
Working capital revolving credit facility - current portion		274,600		—		—		274,600		126,700		—		—		126,700
Environmental liabilities - current portion		5,341		—		—		5,341		5,009		—		—		5,009
Trustee taxes payable		101,166		—		—		101,166		110,321		—		—		110,321
Accrued expenses and other current liabilities		70,262		181		—		70,443		99,288		219		—		99,507
Derivative liabilities		27,413		—		—		27,413		13,708		—		—		13,708
Total current liabilities		798,785		440		—		799,225		668,143		514		—		668,657
Working capital revolving credit facility - less current portion		150,000		—		—		150,000		100,000		—		—		100,000
Revolving credit facility		216,700		—		—		216,700		196,000		—		—		196,000
Senior notes		659,150		—		—		659,150		661,774		—		—		661,774
Environmental liabilities - less current portion		57,724		—		—		57,724		52,968		—		—		52,968
Financing obligations		152,444		—		—		152,444		150,334		—		—		150,334
Deferred tax liabilities		66,054		—		—		66,054		40,105		—		—		40,105
Other long-term liabilities		64,882		—		—		64,882		56,013		—		—		56,013
Total liabilities		2,165,739		440		—		2,166,179		1,925,337		514		—		1,925,851

Partners' equity
Global Partners LP equity		384,800		7,855		—		392,655		385,829		5,124		—		390,953
Noncontrolling interest		—		5,186		—		5,186		—		3,365		—		3,365
Total partners' equity		384,800		13,041		—		397,841		385,829		8,489		—		394,318
Total liabilities and partners' equity	$	2,550,539	$	13,481	$	—	$	2,564,020	$	2,311,166	$	9,003	$	—	$	2,320,169

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Operations

Three Months Ended September 30, 2018

(In thousands)


	(Issuer)		Non-
	Guarantor		Guarantor
	Subsidiaries		Subsidiary		Eliminations		Consolidated
Sales	$	3,468,748	$	230	$	(143)	$	3,468,835
Cost of sales		3,333,316		688		(143)		3,333,861
Gross profit (loss)		135,432		(458)		—		134,974
Costs and operating expenses:
Selling, general and administrative expenses		42,026		101		—		42,127
Operating expenses		83,376		400		—		83,776
Lease exit and termination gain		(3,506)		—		—		(3,506)
Amortization expense		3,079		—		—		3,079
Net loss on sale and disposition of assets		940		—		—		940
Goodwill and long-lived asset impairment		414		—		—		414
Total costs and operating expenses		126,329		501		—		126,830
Operating income (loss)		9,103		(959)		—		8,144
Interest expense		(22,579)		—		—		(22,579)
Loss before income tax expense		(13,476)		(959)		—		(14,435)
Income tax expense		(29)		—		—		(29)
Net loss		(13,505)		(959)		—		(14,464)
Net loss attributable to noncontrolling interest		—		384		—		384
Net loss attributable to Global Partners LP		(13,505)		(575)		—		(14,080)
Less: General partners' interest in net loss, including incentive distribution rights		(27)		—		—		(27)
Less: Series A preferred limited partner interest in net income		1,009		—		—		1,009
Net loss attributable to common limited partners	$	(14,487)	$	(575)	$	—	$	(15,062)

Table of Contents

GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Operations

Three Months Ended September 30, 2017

(In thousands)


	(Issuer)		Non-						(Issuer)		Non-
	Guarantor		Guarantor						Guarantor		Guarantor
	Subsidiaries		Subsidiary		Eliminations		Consolidated		Subsidiaries		Subsidiary		Eliminations		Consolidated
Sales	$	2,159,174	$	645	$	(73)	$	2,159,746	$	2,159,174	$	645	$	(73)	$	2,159,746
Cost of sales		2,008,467		1,258		(73)		2,009,652		2,008,467		1,258		(73)		2,009,652
Gross profit (loss)		150,707		(613)		—		150,094		150,707		(613)		—		150,094
Costs and operating expenses:
Selling, general and administrative expenses		40,049		85		—		40,134		40,049		85		—		40,134
Operating expenses		69,991		347		—		70,338		69,991		347		—		70,338
Amortization expense		2,260		—		—		2,260		2,260		—		—		2,260
Net loss on sale and disposition of assets		2,190		—		—		2,190		2,190		—		—		2,190
Goodwill and long-lived asset impairment		809		—		—		809		809		—		—		809
Total costs and operating expenses		115,299		432		—		115,731		115,299		432		—		115,731
Operating income (loss)		35,408		(1,045)		—		34,363		35,408		(1,045)		—		34,363
Interest expense		(20,626)		—		—		(20,626)		(20,626)		—		—		(20,626)
Income (loss) before income tax benefit		14,782		(1,045)		—		13,737		14,782		(1,045)		—		13,737
Income tax benefit		723		—		—		723		723		—		—		723
Net income (loss)		15,505		(1,045)		—		14,460		15,505		(1,045)		—		14,460
Net loss attributable to noncontrolling interest		—		418		—		418		—		418		—		418
Net income (loss) attributable to Global Partners LP		15,505		(627)		—		14,878		15,505		(627)		—		14,878
Less: General partners' interest in net income, including incentive distribution rights		100		—		—		100		100		—		—		100
Limited partners' interest in net income (loss)	$	15,405	$	(627)	$	—	$	14,778
Less: Series A preferred limited partner interest in net income										—		—		—		—
Net income (loss) attributable to common limited partners									$	15,405	$	(627)	$	—	$	14,778

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Operations

~~Three~~Nine Months Ended September 30, ~~2016~~2018

(In thousands)


	(Issuer)		Non-						(Issuer)		Non-
	Guarantor		Guarantor						Guarantor		Guarantor
	Subsidiaries		Subsidiary		Eliminations		Consolidated		Subsidiaries		Subsidiary		Eliminations		Consolidated
Sales	$	2,029,574	$	948	$	(324)	$	2,030,198	$	9,397,696	$	923	$	(318)	$	9,398,301
Cost of sales		1,895,069		2,842		(324)		1,897,587		8,967,733		2,321		(318)		8,969,736
Gross profit		134,505		(1,894)		—		132,611		429,963		(1,398)		—		428,565
Costs and operating expenses:
Selling, general and administrative expenses		36,504		201		—		36,705		121,154		293		—		121,447
Operating expenses		69,692		899		—		70,591		232,880		1,163		—		234,043
Gain on trustee taxes										(52,627)		—		—		(52,627)
Lease exit and termination gain										(3,506)		—		—		(3,506)
Amortization expense		2,260		—		—		2,260		7,984		—		—		7,984
Net loss on sale and disposition of assets		7,486		—		—		7,486
Net gain on sale and disposition of assets										5,840		—		—		5,840
Goodwill and long-lived asset impairment		43,648		104,169		—		147,817		414		—		—		414
Total costs and operating expenses		159,590		105,269		—		264,859		312,139		1,456		—		313,595
Operating loss		(25,085)		(107,163)		—		(132,248)
Operating income (loss)										117,824		(2,854)		—		114,970
Interest expense		(21,197)		—		—		(21,197)		(65,637)		—		—		(65,637)
Loss before income tax expense		(46,282)		(107,163)		—		(153,445)
Income tax expense		(3,138)		—		—		(3,138)
Net loss		(49,420)		(107,163)		—		(156,583)
Income (loss) before income tax benefit										52,187		(2,854)		—		49,333
Income tax benefit										900		—		—		900
Net income (loss)										53,087		(2,854)		—		50,233
Net loss attributable to noncontrolling interest		—		37,032		—		37,032		—		1,142		—		1,142
Net loss attributable to Global Partners LP		(49,420)		(70,131)		—		(119,551)
Less: General partners' interest in net loss, including incentive distribution rights		(801)		—		—		(801)
Limited partners' interest in net loss	$	(48,619)	$	(70,131)	$	—	$	(118,750)
Net income (loss) attributable to Global Partners LP										53,087		(1,712)		—		51,375
Less: General partners' interest in net income, including incentive distribution rights										479		—		—		479
Less: Series A preferred limited partner interest in net income										1,009		—		—		1,009
Net income (loss) attributable to common limited partners									$	51,599	$	(1,712)	$	—	$	49,887

4554

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement of Operations

Nine Months Ended September 30, 2017

(In thousands)


	(Issuer)		Non-						(Issuer)		Non-
	Guarantor		Guarantor						Guarantor		Guarantor
	Subsidiaries		Subsidiary		Eliminations		Consolidated		Subsidiaries		Subsidiary		Eliminations		Consolidated
Sales	$	6,518,172	$	2,248	$	(360)	$	6,520,060	$	6,518,172	$	2,248	$	(360)	$	6,520,060
Cost of sales		6,091,125		3,812		(360)		6,094,577		6,091,125		3,812		(360)		6,094,577
Gross profit (loss)		427,047		(1,564)		—		425,483		427,047		(1,564)		—		425,483
Costs and operating expenses:
Selling, general and administrative expenses		111,280		320		—		111,600		111,280		320		—		111,600
Operating expenses		207,483		1,237		—		208,720		207,483		1,237		—		208,720
Amortization expense		6,781		—		—		6,781		6,781		—		—		6,781
Net gain on sale and disposition of assets		(7,274)		(17)		—		(7,291)		(7,274)		(17)		—		(7,291)
Goodwill and long-lived asset impairment		809		—		—		809		809		—		—		809
Total costs and operating expenses		319,079		1,540		—		320,619		319,079		1,540		—		320,619
Operating income (loss)		107,968		(3,104)		—		104,864		107,968		(3,104)		—		104,864
Interest expense		(65,836)		—		—		(65,836)		(65,836)		—		—		(65,836)
Income (loss) before income tax expense		42,132		(3,104)		—		39,028		42,132		(3,104)		—		39,028
Income tax expense		(72)		—		—		(72)		(72)		—		—		(72)
Net income (loss)		42,060		(3,104)		—		38,956		42,060		(3,104)		—		38,956
Net loss attributable to noncontrolling interest		—		1,242		—		1,242		—		1,242		—		1,242
Net income (loss) attributable to Global Partners LP		42,060		(1,862)		—		40,198		42,060		(1,862)		—		40,198
Less: General partners' interest in net income, including incentive distribution rights		270		—		—		270		270		—		—		270
Limited partners' interest in net income (loss)	$	41,790	$	(1,862)	$	—	$	39,928
Less: Series A preferred limited partner interest in net income										—		—		—		—
Net income (loss) attributable to common limited partners									$	41,790	$	(1,862)	$	—	$	39,928

4655

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement ~~of Operations~~Cash Flows

Nine Months Ended September 30, ~~2016~~2018

(In thousands)

(Issuer)

Non-

Guarantor

Guarantor

Subsidiaries

Subsidiary

Eliminations

Consolidated

Sales

$
5,925,280

$
4,649

$
(2,720)

$
5,927,209

Cost of sales

5,529,366

8,551

(2,720)

5,535,197

Gross profit

395,914

(3,902)

—

392,012

Costs and operating expenses:

Selling, general and administrative expenses

107,648

681

—

108,329

Operating expenses

215,198

3,520

—

218,718

Amortization expense

7,128

—

—

7,128

Net loss on sale and disposition of assets

13,966

—

—

13,966

Goodwill and long-lived asset impairment

45,803

104,169

—

149,972

Total costs and operating expenses

389,743

108,370

—

498,113

Operating income (loss)

6,171

(112,272)

—

(106,101)

Interest expense

(65,192)

—

—

(65,192)

Loss before income tax expense

(59,021)

(112,272)

—

(171,293)

Income tax expense

(1,668)

—

—

(1,668)

Net loss

(60,689)

(112,272)

—

(172,961)

Net loss attributable to noncontrolling interest

—

39,076

—

39,076

Net loss attributable to Global Partners LP

(60,689)

(73,196)

—

(133,885)

Less: General partners' interest in net loss, including incentive distribution rights

(897)

—

—

(897)

Limited partners' interest in net loss

$
(59,792)

$
(73,196)

$
—

$
(132,988)


	(Issuer)		Non-
	Guarantor		Guarantor
	Subsidiaries		Subsidiary		Consolidated
Cash flows from operating activities
Net cash used in operating activities	$	(45,249)	$	(653)	$	(45,902)

Cash flows from investing activities
Acquisitions		(171,824)		—		(171,824)
Capital expenditures		(43,461)		—		(43,461)
Seller note issuances		(3,062)		—		(3,062)
Proceeds from sale of property and equipment		14,930		—		14,930
Net cash used in investing activities		(203,417)		—		(203,417)

Cash flows from financing activities
Net proceeds from issuance of Series A preferred units		66,366		—		66,366
Net borrowings from working capital revolving credit facility		181,000		—		181,000
Net borrowings from on revolving credit facility		48,200		—		48,200
LTIP units withheld for tax obligations		(806)		—		(806)
Distributions to partners		(47,848)		—		(47,848)
Net cash provided by financing activities		246,912		—		246,912

Cash and cash equivalents
Decrease in cash and cash equivalents		(1,754)		(653)		(2,407)
Cash and cash equivalents at beginning of period		13,035		1,823		14,858
Cash and cash equivalents at end of period	$	11,281	$	1,170	$	12,451

4756

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GLOBAL PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Condensed Consolidating Statement Cash Flows

Nine Months Ended September 30, 2017

(In thousands)


	(Issuer)		Non-				(Issuer)		Non-
	Guarantor		Guarantor				Guarantor		Guarantor
	Subsidiaries		Subsidiary		Consolidated		Subsidiaries		Subsidiary		Consolidated
Cash flows from operating activities
Net cash provided by operating activities	$	361,387	$	1,054	$	362,441	$	361,387	$	1,054	$	362,441

Cash flows from investing activities
Capital expenditures		(31,646)		—		(31,646)		(31,646)		—		(31,646)
Proceeds from sale of property and equipment		29,784		20		29,804		29,784		20		29,804
Net cash (used in) provided by investing activities		(1,862)		20		(1,842)		(1,862)		20		(1,842)

Cash flows from financing activities
Net payments on working capital revolving credit facility		(285,400)		—		(285,400)		(285,400)		—		(285,400)
Net payments on revolving credit facility		(26,700)		—		(26,700)		(26,700)		—		(26,700)
Repurchased units withheld for tax obligations		(516)		—		(516)
LTIP units withheld for tax obligations								(516)		—		(516)
Noncontrolling interest capital contribution		279		—		279		279		—		279
Distribution to noncontrolling interest		—		(465)		(465)		—		(465)		(465)
Distributions to partners		(46,970)		—		(46,970)		(46,970)		—		(46,970)
Net cash used in financing activities		(359,307)		(465)		(359,772)		(359,307)		(465)		(359,772)

Cash and cash equivalents
Increase in cash and cash equivalents		218		609		827		218		609		827
Cash and cash equivalents at beginning of period		9,373		655		10,028		9,373		655		10,028
Cash and cash equivalents at end of period	$	9,591	$	1,264	$	10,855	$	9,591	$	1,264	$	10,855

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~~GLOBAL PARTNERS LP~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Condensed Consolidating Statement Cash Flows~~

~~Nine Months Ended September 30, 2016~~

~~(In thousands)~~

(Issuer)

Non-

Guarantor

Guarantor


Subsidiaries

Subsidiary

Consolidated

Cash flows from operating activities

Net cash provided by operating activities

$
13,829

$
331

$
14,160

Cash flows from investing activities

Capital expenditures

(54,738)

—

(54,738)

Proceeds from sale of property and equipment

58,908

9

58,917

Net cash provided by investing activities

4,170

9

4,179

Cash flows from financing activities

Net borrowings from working capital revolving credit facility

69,900

—

69,900

Net payments on revolving credit facility

(88,200)

—

(88,200)

Proceeds from sale-leaseback, net

62,476

—

62,476

Distribution to noncontrolling interest

2,697

(4,495)

(1,798)

Distributions to partners

(46,890)

—

(46,890)

Net cash used in financing activities

(17)

(4,495)

(4,512)

Cash and cash equivalents

Increase (decrease) in cash and cash equivalents

17,982

(4,155)

13,827

Cash and cash equivalents at beginning of period

(3,574)

4,690

1,116

Cash and cash equivalents at end of period

$
14,408

$
535

$
14,943

4957

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

The following discussion and analysis of financial condition and results of operations of Global Partners LP should be read in conjunction with the historical consolidated financial statements of Global Partners LP and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Forward-Looking Statements

Some of the information contained in this Quarterly Report on Form 10-Q may contain forward-looking statements. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words “may,” “believe,” “should,” “could,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “continue,” “will likely ~~result”~~result,” or other similar expressions. In addition, any statement made by our management concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions by us are also forward-looking statements. Forward-looking statements are not guarantees of performance. Although we believe these forward-looking statements are based on reasonable assumptions, statements made regarding future results are subject to a number of assumptions, uncertainties and risks, many of which are beyond our control, which may cause future results to be materially different from the results stated or implied in this document. These risks and uncertainties include, among other things:

We may not have sufficient cash from operations to enable us to maintain distributions at current levels following establishment of cash reserves and payment of fees and expenses, including payments to our general partner.

A significant decrease in price or demand for the products we sell or a significant decrease in demand for our logistics activities could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.

Our crude oil sales and logistics activities have been and could continue to be adversely affected by, among other things, changes in the crude oil market structure, grade differentials and volatility (or lack thereof), implementation of regulations that adversely impact the market for transporting crude oil or other products by rail, changes in refiner demand, severe weather conditions, significant changes in prices and interruptions in rail transportation services and other necessary services and equipment, such as railcars, trucks, loading equipment and qualified drivers.

We depend upon marine, pipeline, rail and truck transportation services for a substantial portion of our logistics ~~business~~activities in transporting the products we sell. Implementation of regulations and directives that adversely impact the market for transporting these products by rail or otherwise could adversely affect ~~that business.~~those activities. In addition, a disruption in these transportation services could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.

We have contractual obligations for certain transportation assets such as railcars, barges and pipelines. A decline in demand for (i) the products we sell, ~~including crude oil and ethanol,~~ or (ii) our logistics activities, which has resulted and could continue to result in a decrease in the utilization of our transportation assets, could negatively impact our financial condition, results of operations and cash available for distribution to our unitholders. For example, during 2016, we experienced adverse market conditions in crude oil caused by an over-supplied crude oil market which resulted in tighter price differentials, and we experienced a reduction in our railcar movements but remained obligated to pay the applicable fixed charges for railcar leases.

~~Our sales of home heating oil and residual oil continue to be reduced by conversions to natural gas.~~

We may not be able to fully implement or capitalize upon planned growth projects. Even if we consummate acquisitions or expend capital in pursuit of growth projects that we believe will be accretive, they may in fact result in no increase or even a decrease in cash available for distribution to our unitholders.

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Erosion of the value of major gasoline brands could adversely affect our gasoline sales and customer traffic.

Our gasoline sales could be significantly reduced by a reduction in demand due to higher prices and to new technologies and alternative fuel sources, such as electric, hybrid, battery powered, hydrogen or ~~battery~~ other alternative fuel‑powered motor vehicles. Changing consumer preferences or driving habits could lead to new forms of fueling destinations or potentially fewer customer visits to our sites, and decreases in sales. Any of these outcomes could negatively affect our financial condition, results of operations and cash available for distribution to our unitholders.

Physical effects from climate change and impacts to areas prone to sea level rise or other extreme weather events could have the potential to adversely affect our assets and operations.

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Changes in government usage mandates and tax credits could adversely affect the availability and pricing of ethanol, which could negatively impact our sales.

~~Warmer~~Our petroleum and related products sales, logistics activities and results of operations have been and could continue to be adversely affected by, among other things, changes in the petroleum products market structure, product differentials and volatility (or lack thereof), implementation of regulations that adversely impact the market for transporting petroleum and related products by rail and other modes of transportation, severe weather conditions, ~~could adversely affect our home heating oil~~significant changes in prices and ~~residual oil sales.~~interruptions in transportation services and other necessary services and equipment, such as railcars, barges, trucks, loading equipment and qualified drivers.

Our risk management policies cannot eliminate all commodity risk, basis risk or the impact of unfavorable market conditions which can adversely affect our financial condition, results of operations and cash available for distribution to our unitholders. In addition, noncompliance with our risk management policies could result in significant financial losses.

Our results of operations are affected by the overall forward market for the products we sell, and pricing volatility may adversely impact our results.

Our business could be affected by a range of issues, such as changes in commodity prices, energy conservation, competition, the global economic climate, movement of products between foreign locales and within the United States, changes in refiner demand, weekly and monthly refinery output levels, changes in local, domestic and worldwide inventory levels, changes in health, safety and environmental regulations, including, without limitation, those related to climate change, failure to obtain renewal permits on terms favorable ~~terms~~ to us, seasonality, supply, weather and logistics disruptions and other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of ~~crude oil,~~ refined products, gasoline blendstocks, renewable fuels and ~~renewable fuels.~~crude oil.

Increases and/or decreases in the prices of the products we sell could adversely impact the amount of availability for borrowing ~~available for~~ working capital under our credit agreement, which credit agreement has borrowing base limitations and advance rates.

Warmer weather conditions could adversely affect our home heating oil and residual oil sales. Our sales of home heating oil and residual oil continue to be reduced by conversions to natural gas and utilization of propane and/or natural gas (instead of heating oil) as primary fuel sources.

We are exposed to trade credit risk and risk associated with our trade credit support in the ordinary course of our business.

The condition of credit markets may adversely affect our liquidity.

Our credit agreement and the indentures governing our senior notes contain operating and financial covenants, and our credit agreement contains borrowing base requirements. A failure to comply with the operating and financial covenants in our credit agreement, the indentures and any future financing agreements could impact our access to bank loans and other sources of financing as well as our ability to pursue our business activities.

A significant increase in interest rates could adversely affect our results of operations and cash available for distribution to our unitholders and ourability to service our indebtedness.

Our gasoline station and convenience store business could expose us to an increase in consumer litigation and result in an unfavorable outcome or settlement of one or more lawsuits where insurance proceeds are insufficient or otherwise unavailable.

Regulations restricting the sale of tobacco products by the Food and Drug Administration, as well as national, state and local campaigns to discourage smoking, tax increases on tobacco products and increasing regulations

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restricting the sale of e‑cigarettes and vapor products, have and could result in reduced consumption levels and higher costs which we may not be able to pass on to our customers. These factors could materially affect the sales of cigarettes, or other tobacco products, and customer traffic, which in turn could have a negative impact on our financial condition, results of operations and cash available for distribution to our unitholders.

Our business could expose us to litigation and result in an unfavorable outcome or settlement of one or more lawsuits where insurance proceeds are insufficient or otherwise unavailable.

Adverse developments in the areas where we conduct our business could have a material adverse effect on such businesses and ~~can~~could reduce our ability to make distributions to our unitholders.

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A serious disruption to our information technology systems could significantly limit our ability to manage and operate our business efficiently.

We are exposed to performance risk in our supply chain.

Our businesses are subject to ~~both~~ federal, state and ~~state~~municipal environmental and non-environmental regulations which could have a material adverse effect on such businesses.

Our general partner and its affiliates have conflicts of interest and limited fiduciary duties, which could permit them to favor their own interests to the detriment of our unitholders.

Unitholders have limited voting rights and are not entitled to elect our general partner or its directors or remove our general partner without the consent of the holders of at least 66 2/3% of the outstanding common units (including common units held by our general partner and its affiliates), which could lower the trading price of our ~~common~~ units.

Our tax treatment depends on our status as a partnership for federal income tax purposes.

Unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us.

Additional information about risks and uncertainties that could cause actual results to differ materially from forward-looking statements is contained in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 and Part II, Item 1A, “Risk Factors,” in this Quarterly Report on Form 10-Q.

We expressly disclaim any obligation or undertaking to update these statements to reflect any change in our expectations or beliefs or any change in events, conditions or circumstances on which any forward-looking statement is based, other than as required by federal and state securities laws. All forward-looking statements included in this Quarterly Report on Form 10-Q and all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.

Overview

General

We are a midstream logistics and marketing company engaged in the purchasing, selling, gathering, blending, storing and logistics of transporting petroleum and related products, including gasoline and gasoline blendstocks (such as ethanol), distillates (such as home heating oil, diesel and kerosene), residual oil, renewable fuels, crude oil and propane. We own, control or have access to one of the largest terminal networks of refined petroleum products and renewable fuels in Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the ~~Northeast.~~“Northeast”). We are one of the largest distributors of gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers in the New England states and New York. We are also one of the largest independent owners, suppliers and operators of gasoline stations and convenience stores in

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these areas. As of September 30, ~~2017,~~2018, we had a portfolio of ~~1,435~~1,589 owned, leased and/or supplied gasoline stations, including ~~234~~301 directly operated convenience stores, primarily in the Northeast, Maryland and Virginia. We also receive revenue from convenience store sales, rental income and sundries. In addition, we own transload and storage terminals in North Dakota and Oregon that extend our origin‑to‑destination capabilities from the mid‑continent region of the United States and Canada.

Collectively, we sold approximately ~~$2.2~~$3.4 billion and ~~$6.2~~$9.1 billion of refined petroleum products, renewable fuels, crude oil ~~propane~~ and ~~small amounts of natural gas~~propane for the three and nine months ended September 30, ~~2017.~~2018, respectively. In addition, we had other revenues of approximately $0.1 billion and $0.3 billion for the three and nine months ended September 30, ~~2017,~~2018, respectively, from convenience store sales at our directly operated stores, rental income from dealer leased and commissioned agent leased gasoline stations and from cobranding arrangements, and sundries.

We base our pricing on spot prices, fixed prices or indexed prices and routinely use the ~~NYMEX, CME, ICE~~New York Mercantile Exchange (“NYMEX”), Chicago Mercantile Exchange (“CME”) and Intercontinental Exchange (“ICE”) or other counterparties to hedge the risk inherent in buying and selling commodities. Through the use of regulated

~~Table of Contents~~

exchanges or derivatives, we seek to maintain a position that is substantially balanced between purchased volumes and sales volumes or future delivery obligations.

2018 Transactions

Series A Preferred Unit Offering—On August 7, 2018, we issued 2,760,000 9.75% SeriesA Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in us (the “SeriesA Preferred Units”) at a price of $25.00 per SeriesA Preferred Unit. Distributions on the SeriesA Preferred Units are payable quarterly and are cumulative from and including the date of original issue to, but excluding, August15, 2023 at a fixed rate of 9.75% per annum of the stated liquidation preference of $25.00. On and after August15, 2023, distributions on the SeriesA Preferred Units will accumulate for each distribution period at an annual floating rate equal to the three-month LIBOR plus a spread of 6.774%. We used the proceeds, net of underwriting discount and expenses, of $66.4million to reduce indebtedness under our credit agreement. On October 23, 2018, the board of directors of our general partner declared the initial quarterly cash distribution of $0.6635 per unit on the Series A Preferred Units, covering the period from August 7, 2018 (the issuance date of the Series A Preferred Units) through November 14, 2018. See Note14 of Notes to Consolidated Financial Statements.

Acquisition from Cheshire Oil Company, LLC—On July 24, 2018, we acquired the assets of ten company-operated gasoline stations and convenience stores from New Hampshire-based Cheshire Oil Company,LLC (“Cheshire”) for approximately $33.4 million, including inventory, funded with borrowings under our revolving credit facility. The portfolio consists of nine stores in New Hampshire and one in Brattleboro, Vermont. All of the locations are branded T-Bird Mini Marts and market Citgo fuel. See Note17 of Notes to Consolidated Financial Statements.

Acquisition from Champlain Oil Company, Inc.—On July 17, 2018, we acquired the retail fuel and convenience store assets of Vermont-based Champlain Oil Company, Inc. (“Champlain”) for approximately $138.4 million, including inventory, funded with borrowings under our revolving credit facility. The acquisition includes 37 company-operated gasoline stations with Jiffy Mart-branded convenience stores in Vermont and New Hampshire, and approximately 24 fuel sites that are either owned or leased, including lessee dealer and commission agent locations. The transaction also includes fuel supply agreements for approximately 65 gasoline stations, primarily in Vermont and New Hampshire. The stations primarily market major fuel brands such as Mobil, Shell, Citgo, Sunoco and Irving. Note17 of Notes to Consolidated Financial Statements.

Volumetric Ethanol Excise Tax Credit—In the first quarter of 2018, we recognized a one-time income item of approximately $52.6 million as a result of the extinguishment of a contingent liability related to the Volumetric Ethanol Excise Tax Credit, which tax credit program expired in 2011. Based upon the significant passage of time from that 2011 expiration date, including underlying statutes of limitation, as of January 31, 2018 we determined that the liability was no longer required. The recognition of this one-time income item, which is included in gain on trustee taxes in the accompanying consolidated statements of operations for the nine months ended September 30, 2018, did not impact cash

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flows from operations for the nine months ended September 30, 2018 and will not impact cash flows from operations for the year ending December 31, 2018.

2017 ~~Recent Events~~Transactions

Acquisition of Gasoline and Convenience Store Assets—On October 18, 2017, we completed the acquisition of retail gasoline and convenience store assets from Honey ~~Farm,~~Farms, Inc. (“Honey Farms”) in a cash transaction. The acquisition included 11 company-operated retail sites with gasoline and convenience stores and 22 company-operated stand-alone convenience stores. All of the sites are located in the greater Worcester, Massachusetts area. ~~The purchase price was approximately $36.0 million.~~

~~Amended and Restated Credit Agreement—On April 25, 2017, we and certain of our subsidiaries entered into a third amended and restated credit agreement with aggregate commitments of $1.3 billion and a maturity date of April 30, 2020.~~ See Note 717 of Notes to Consolidated Financial Statements for additional information.

Sale of Natural Gas and Electricity ~~Business~~Brokerage Businesses—On February 1, 2017, we completed the sale of our natural gas marketing and electricity brokerage businesses for a purchase price of approximately $17.3 million, subject to customary closing adjustments. Proceeds from the sale amounted to approximately $16.3 million, and we realized a gain on the sale of $14.2 million. ~~The sale of our natural gas marketing and electricity brokerage businesses reflects our ongoing program to monetize non-strategic assets that are not fundamental to our growth strategy.~~ Prior to the sale, the results of ~~our~~the natural gas marketing and electricity brokerage businesses were included in ~~our~~the Commercial segment.

~~2016 Events that Impacted Results~~

~~Early Termination of Railcar Sublease~~—On December 21, 2016 (effective December 31, 2016), we voluntarily terminated early a sublease with a counterparty for 1,610 railcars that were underutilized due to unfavorable market conditions in the crude oil by rail market. As a result of the sublease termination, we recognized one-time discounted lease exit and termination expenses of $80.7 million in the fourth quarter of 2016. The termination of the sublease eliminates future lease payments related to these railcars of approximately $30.0 million, $29.0 million and $13.0 million in 2017, 2018 and 2019, respectively.

~~Sale of Gasoline Stations~~—On August 22, 2016, Drake Petroleum Company, Inc., a subsidiary of ours, sold to Mirabito Holdings, Inc. 30 gasoline stations and convenience stores located in New York and Pennsylvania (the “Drake Sites”) for an aggregate total cash purchase price of approximately $40.0 million. In connection with closing, the parties entered into long-term supply contracts for branded and unbranded gasoline and other petroleum products.

~~Sale-Leaseback Transaction~~—On June 29, 2016, we and our wholly owned subsidiaries Global Companies LLC, Global Montello Group Corp., Alliance Energy LLC and Bursaw Oil LLC sold to a premier institutional real estate investor (the “Buyer”) real property assets, including the buildings, improvements and appurtenances thereto, at 30 gasoline stations and convenience stores located in Connecticut, Maine, Massachusetts, New Hampshire and Rhode Island for a purchase price of approximately $63.5 million. In connection with the sale, we entered into a Master Unitary Lease Agreement with the Buyer to lease back the real property assets sold with respect to these sites. See Note 7 of Notes to Consolidated Financial Statements.

~~Expanded Retail Network~~—In April 2016, we expanded our gasoline station and convenience-store network in Western Massachusetts with the addition of 22 leased retail sites. Located in the Pittsfield and Springfield areas, these sites were added through long-term leases.

Operating Segments

We purchase refined petroleum products, renewable fuels, crude oil and propane primarily from domestic and foreign refiners and ethanol producers, crude oil producers, major and independent oil companies and trading companies. We operate our business under three segments: (i) Wholesale, (ii) GDSO and (iii) Commercial.

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Wholesale

In our Wholesale segment, we engage in the logistics of selling, gathering, ~~storage~~blending, storing and transportation of refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane. We transport these products by railcars, barges and/or pipelines pursuant to spot or long-term contracts. From time to time, we aggregate crude oil by truck or pipeline in the mid-continent region of the United States and Canada, transport it by rail and ship it by barge to refiners. We sell home heating oil, branded and unbranded gasoline and gasoline blendstocks, diesel, kerosene, residual oil and propane to home heating oil and propane retailers and wholesale distributors. Generally, customers use their own vehicles or contract carriers to take delivery of the gasoline, distillates and ~~distillates~~propane at bulk terminals and inland storage facilities that we own or control or at which we have throughput or exchange arrangements. Ethanol is shipped primarily by rail and by barge.

In our Wholesale segment, we obtain ~~RINs~~Renewable Identification Numbers (“RIN”) in connection with our purchase of ethanol which is used for bulk trading purposes or for blending with gasoline through our terminal system. A RIN is a renewable identification number associated with government-mandated renewable fuel standards. To evidence that the required volume of renewable fuel is blended with gasoline, obligated parties must retire sufficient RINs to cover their ~~RVO.~~Renewable Volume Obligation (“RVO”). Our ~~EPA~~U.S. Environmental Protection Agency’s (“EPA”) obligations relative to renewable fuel reporting are ~~largely limited to the~~comprised of foreign gasoline and diesel that we may ~~import.~~import and blending operations at certain facilities.

Gasoline Distribution and Station Operations

In our GDSO segment, gasoline distribution includes sales of branded and unbranded gasoline to gasoline station operators and sub-jobbers. Station operations include (i) convenience stores, (ii) rental income from gasoline stations leased to dealers, from commissioned agents and from cobranding arrangements and (iii) sundries (such as car wash sales and lottery and ATM commissions).

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As of September 30, ~~2017,~~2018, we had a portfolio of owned, leased and/or supplied gasoline stations, primarily in the Northeast, that consisted of the following:


Company operated		~~234~~301
Commissioned agents		~~269~~259
Lessee dealers		~~234~~239
Contract dealers		~~698~~790
Total		~~1,435~~1,589

At our company‑operated stores, we operate the gasoline stations and convenience stores with our employees, and we set the retail price of gasoline at the station. At commissioned agent locations, we own the gasoline inventory, and we set the retail price of gasoline at the station and pay the commissioned agent a fee related to the gallons sold. We receive rental income from commissioned agent leased gasoline stations for the leasing of the convenience store premises, repair bays and other businesses that may be conducted by the commissioned agent. At dealer‑leased locations, the dealer purchases gasoline from us, and the dealer sets the retail price of gasoline at the dealer’s station. We also receive rental income from (i) dealer‑leased gasoline stations and (ii) cobranding arrangements. We also supply gasoline to locations owned and/or leased by independent contract dealers. Additionally, we have contractual relationships with distributors in certain New England and Mid-Atlantic states pursuant to which we source and supply these distributors’ gasoline stations with ExxonMobil‑branded gasoline.

Commercial

In our Commercial segment, we include sales and deliveries to end user customers in the public sector and to large commercial and industrial end users of unbranded gasoline, home heating oil, diesel, kerosene, residual oil and bunker fuel. In the case of public sector commercial and industrial end user customers, we sell products primarily either through a competitive bidding process or through contracts of various terms. We generally arrange for the delivery of the product to the customer’s designated location, and we respond to publicly-issued requests for product proposals and quotes. Our Commercial segment also includes sales of custom blended fuels delivered by barges or from a terminal dock to ships through bunkering activity.

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Seasonality

Due to the nature of our business and our reliance, in part, on consumer travel and spending patterns, we may experience more demand for gasoline during the late spring and summer months than during the fall and winter. Travel and recreational activities are typically higher in these months in the geographic areas in which we operate, increasing the demand for gasoline. Therefore, our volumes in gasoline are typically higher in the second and third quarters of the calendar year. As demand for some of our refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally greater during the winter months, heating oil and residual oil volumes are generally higher during the first and fourth quarters of the calendar year. These factors may result in fluctuations in our quarterly operating results.

Outlook

This section identifies certain risks and certain economic or industry-wide factors that may affect our financial performance and results of operations in the future, both in the short-term and in the long-term. Our results of operations and financial condition depend, in part, upon the following:

Our business is influenced by the overall markets for refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane and increases and/or decreases in the prices of these products may adversely impact our financial condition, results of operations and cash available for distribution to our unitholders and the amount of borrowing available for working capital under our credit agreement. Results from our purchasing, storing, terminalling, transporting, selling and ~~selling~~blending operations are influenced by prices for refined petroleum products, gasoline blendstocks, renewable fuels, crude oil and propane, price volatility and the market for such products. Prices in the overall markets for these products may affect our financial condition, results of operations

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and cash available for distribution to our unitholders. Our margins can be significantly impacted by the forward product pricing curve, often referred to as the futures market. We typically hedge our exposure to petroleum product and renewable fuel price moves with futures contracts and, to a lesser extent, swaps. In markets where future prices are higher than current prices, referred to as contango, we may use our storage capacity to improve our margins by storing products we have purchased at lower prices in the current market for delivery to customers at higher prices in the future. In markets where future prices are lower than current prices, referred to as backwardation, inventories can depreciate in value and hedging costs are more expensive. For this reason, in these backward markets, we attempt to reduce our inventories in order to minimize these effects. When prices for the products we sell rise, some of our customers may have insufficient credit to purchase supply from us at their historical purchase volumes, and their customers, in turn, may adopt conservation measures which reduce consumption, thereby reducing demand for product. Furthermore, when prices increase rapidly and dramatically, we may be unable to promptly pass our additional costs on to our customers, resulting in lower margins which could adversely affect our results of operations. Higher prices for the products we sell may (1) diminish our access to trade credit support and/or cause it to become more expensive and (2) decrease the amount of borrowings available for working capital under our credit agreement as a result of total available commitments, borrowing base limitations and advance rates thereunder. When prices for the products we sell decline, our exposure to risk of loss in the event of nonperformance by our customers of our forward contracts may be increased as they and/or their customers may breach their contracts and purchase the products we sell at the then lower market price from a competitor. A significant decrease in the price for crude oil ~~has~~could adversely ~~affected~~affect the economics of domestic crude oil production which, in turn, ~~has had~~could have an adverse effect on our crude oil logistics activities and sales. A significant decrease in crude oil differentials ~~has~~could also ~~had~~have an adverse effect on our crude oil logistics activities and sales. In addition, the prolonged decline in crude oil prices and crude oil differentials has indicated an impairment of our long-lived assets at our terminals in North Dakota. As a result of these events, we recognized a goodwill and long-lived asset impairment of $149.9 million for year ended December 31, 2016.

We commit substantial resources to pursuing acquisitions and expending capital for growth projects, although there is no certainty that we will successfully complete any acquisitions or growth projects or receive the economic results we anticipate from completed acquisitions or growth projects. We are continuously engaged in discussions with potential sellers and lessors of existing (or suitable for development) terminalling, storage, logistics and/or marketing assets, including gasoline stations, convenience stores and related businesses. Our growth largely depends

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on our ability to make accretive acquisitions and/or accretive development projects. We may be unable to execute such accretive transactions for a number of reasons, including the following: (1) we are unable to identify attractive transaction candidates or negotiate acceptable terms; (2) we are unable to obtain financing for such transactions on economically acceptable terms; or (3) we are outbid by competitors. In addition, we may consummate transactions that at the time of consummation we believe will be accretive but that ultimately may not be accretive. If any of these events were to occur, our future growth and ability to increase or maintain distributions could be limited. We can give no assurance that our transaction efforts will be successful or that any such efforts will be completed on terms that are favorable to us.

The condition of credit markets may adversely affect our liquidity. In the past, world financial markets experienced a severe reduction in the availability of credit. Possible negative impacts in the future could include a decrease in the availability of borrowings under our credit agreement, increased counterparty credit risk on our derivatives contracts and our contractual counterparties requiring us to provide collateral. In addition, we could experience a tightening of trade credit from our suppliers.

We depend upon marine, pipeline, rail and truck transportation services for a substantial portion of our logistics ~~business~~activities in transporting the products we sell. A disruption in these transportation services could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. Hurricanes, flooding and other severe weather conditions could cause a disruption in the transportation services we depend upon which could affect the flow of service. In addition, accidents, labor disputes between providers and their employees and labor renegotiations, including strikes, lockouts or a work stoppage, shortage of railcars, mechanical difficulties or bottlenecks and disruptions in transportation logistics could also disrupt our businesses. These events could result in service disruptions and increased cost which could also adversely affect our financial condition, results of operations and cash available for distribution to our unitholders. Other disruptions, such as those due to an act of terrorism or war, could also adversely affect our business.

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We have contractual obligations for certain transportation assets such as railcars, barges and pipelines. A decline in demand for (i) the products we sell, ~~including crude oil and ethanol,~~ or (ii) our logistics activities, could result in a decrease in the utilization of our transportation assets, which could negatively impact our financial condition, results of operations and cash available for distribution to our unitholders. For example, during 2016, we experienced adverse market conditions in crude oil caused by an over-supplied crude oil market which resulted in tighter price differentials, and we experienced a reduction in our railcar movements but remained obligated to pay the applicable fixed charges for railcar leases.

Our gasoline financial results, inwith particular impact to our GDSO segment, are seasonal and can be lower in the first and fourth quarters of the calendar year. Due to the nature of our business and our reliance, in part, on consumer travel and spending patterns, we may experience more demand for gasoline during the late spring and summer months than during the fall and winter. Travel and recreational activities are typically higher in these months in the geographic areas in which we operate, increasing the demand for gasoline that we ~~distribute.~~sell. Therefore, our results of operations in gasoline can be lower in the first and fourth quarters of the calendar year.

Our heating oil and residual oil financial results are seasonal and can be lower in the second and third quarters of the calendar year. Demand for some refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally higher during November through March than during April through October. We obtain a significant portion of these sales during the winter months. Therefore, our results of operations in heating oil and residual oil for the first and fourth calendar quarters can be better than for the second and third quarters.

Warmer weather conditions could adversely affect our results of operations and financial condition. Weather conditions generally have an impact on the demand for both home heating oil and residual oil. Because we supply distributors whose customers depend on home heating oil and residual oil for space heating purposes during the winter, warmer-than-normal temperatures during the first and fourth calendar quarters in the Northeast can decrease the total volume we sell and the gross profit realized on those sales. Therefore, our results of operations in heating oil and residual oil for the first and fourth calendar quarters can be better than for the second and third quarters.

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Energy efficiency, higher prices, new technology and alternative fuels could reduce demand for our products.

Higher prices and new technologies and alternative fuel sources, such as electric, hybrid or battery powered motor vehicles, could reduce the demand for ~~gasoline~~transportation fuels and adversely impact our ~~gasoline sales.~~sales of transportation fuels. A reduction in ~~gasoline~~ sales of transportation fuels could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. In addition, increased conservation and technological advances have adversely affected the demand for home heating oil and residual oil. Consumption of residual oil has steadily declined over the last three decades. We could face additional competition from alternative energy sources as a result of future government-mandated controls or regulations further promoting the use of cleaner fuels. End users who are dual-fuel users have the ability to switch between residual oil and natural gas. Other end users may elect to convert to natural gas. During a period of increasing residual oil prices relative to the prices of natural gas, dual-fuel customers may switch and other end users may convert to natural gas. During periods of increasing home heating oil prices relative to the price of natural gas, residential users of home heating oil may also convert to natural gas. ~~Such~~As described above, such switching or conversion could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.

Changes in government usage mandates and tax credits could adversely affect the availability and pricing of ethanol, which could negatively impact our sales. The EPA has implemented a Renewable Fuels Standard (“RFS”) pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007. The RFS program seeks to promote the incorporation of biofuels in the nation’s fuel supply and, to that end, sets annual quotas for the quantity of renewable fuels (such as ethanol) that must be blended into transportation fuels consumed in the United States. A RIN is assigned to each gallon of renewable fuel produced in or imported into the United States. We are exposed to the volatility in the market price of RINs. We cannot predict the future prices of RINs. RIN prices are dependent upon a variety of factors, including EPA regulations related to the amount of RINs required and the total amounts that can be generated, the availability of RINs for purchase, the price at which RINs can be purchased, and levels of transportation fuels produced, all of which can vary significantly from quarter to quarter. If sufficient RINs are unavailable for purchase or if we have to pay a

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significantly higher price for RINs, or if we are otherwise unable to meet the EPA’s RFS mandates, our results of operations and cash flows could be adversely affected. Future demand for ethanol will be largely dependent upon the economic incentives to blend based upon the relative value of gasoline and ethanol, taking into consideration the EPA’s regulations on the RFS program and oxygenate blending requirements. A reduction or waiver of the RFS mandate or oxygenate blending requirements could adversely affect the availability and pricing of ethanol, which in turn could adversely affect our future gasoline and ethanol sales. In addition, changes in blending requirements or broadening the definition of what constitutes a renewable fuel could affect the price of RINs which could impact the magnitude of the mark-to-market liability recorded for the deficiency, if any, in our RIN position relative to our RVO at a point in time.

We may not be able to fully implement or capitalize upon planned growth projects. We could have a number of organic growth projects that may require the expenditure of significant amounts of capital in the aggregate. Many of these projects involve numerous regulatory, environmental, commercial and legal uncertainties beyond our control. As these projects are undertaken, required approvals, permits and licenses may not be obtained, may be delayed or may be obtained with conditions that materially alter the expected return associated with the underlying projects. Moreover, revenues associated with these organic growth projects ~~would~~may not increase immediately upon the expenditures of funds with respect to a particular project and these projects may be completed behind schedule or in excess of budgeted cost. We may pursue and complete projects in anticipation of market demand that dissipates or market growth that never materializes. As a result of these uncertainties, the anticipated benefits associated with our capital projects may not be achieved.

New, stricter environmental laws and other industry-related regulations or environmental litigation could significantly impact our operations and/or increase our costs, which could adversely affect our results of operations and financial condition. Our operations are subject to federal, state and local laws and regulations regulating, among other matters, logistics activities, product quality specifications and other environmental matters. The trend in environmental regulation has been towards more restrictions and limitations on activities that may affect the environment over time. Our business may be adversely affected by increased costs and liabilities resulting from such stricter laws and regulations. We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance. Risks related to our environmental permits, including

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the risk of noncompliance, permit interpretation, permit modification, renewal of permits on less favorable terms, judicial or administrative challenges to permits by citizens groups or federal, state or local entities or permit revocation are inherent in the operation of our business, as it is with other companies engaged in similar businesses. We may not be able to renew the permits necessary for our operations, or we may be forced to accept terms in future permits that limit our operations or result in additional compliance costs. In recent years, the transport of crude oil and ethanol has become subject to additional regulation. The establishment of more stringent design or construction, or other requirements for railroad tank cars that are used to transport crude oil and ethanol with too short of a timeframe for compliance may lead to shortages of compliant railcars available to transport crude oil and ethanol, which could adversely affect our business. Likewise, in recent years, efforts have commenced to seek to use federal, state and local laws to contest issuance of permits, contest renewal of permits and restrict the types of railroad tanks cars that can be used to deliver products, including, without limitation, crude oil and ethanol to bulk storage terminals. Were such laws to come into effect and were they to survive appeals and judicial review, they would potentially expose our operations to duplicative and possibly inconsistent regulation. There can be no assurances as to the timing and type of such changes in existing laws or the promulgation of new laws or the amount of any required expenditures associated therewith. Climate change continues to attract considerable public and scientific attention. In recent years environmental interest groups have filed suit against companies in the energy industry related to climate change. Should such suits succeed, we could face additional compliance costs or litigation risks.

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Results of Operations

Evaluating Our Results of Operations

Our management uses a variety of financial and operational measurements to analyze our performance. These measurements include: (1) product margin, (2) gross profit, (3) earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA, (4) distributable cash flow, (5) selling, general and administrative expenses (“SG&A”), (6) operating expenses, and (7) degree day.

Product Margin

We view product margin as an important performance measure of the core profitability of our operations. We review product margin monthly for consistency and trend analysis. We define product margin as our product sales minus product costs. Product sales primarily include sales of unbranded and branded gasoline, distillates, residual oil, renewable fuels, crude oil ~~natural gas~~ and propane, as well as convenience store sales, gasoline station rental income and revenue generated from our logistics activities when we engage in the storage, transloading and shipment of products owned by others. Product costs include the cost of acquiring the refined petroleum products, renewable fuels, crude oil ~~natural gas~~ and propane and all associated costs including shipping and handling costs to bring such products to the point of sale as well as product costs related to convenience store items and costs associated with our logistics activities. We also look at product margin on a per unit basis (product margin divided by volume). Product margin is a non-GAAP financial measure used by management and external users of our consolidated financial statements to assess our business. Product margin should not be considered an alternative to net income, operating income, cash flow from operations or any other measure of financial performance presented in accordance with GAAP. In addition, our product margin may not be comparable to product margin or a similarly titled measure of other companies.

Gross Profit

We define gross profit as our product margin minus terminal and gasoline station related depreciation expense allocated to cost of sales.

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EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are non-GAAP financial measures used as supplemental financial measures by management and may be used by external users of our consolidated financial statements, such as investors, commercial banks and research analysts, to assess:

our compliance with certain financial covenants included in our debt agreements;

our financial performance without regard to financing methods, capital structure, income taxes or historical cost basis;

our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners;

our operating performance and return on invested capital as compared to those of other companies in the wholesale, marketing, storing and distribution of refined petroleum products, gasoline blendstocks, renewable fuels, crude oil ~~natural gas~~ and propane, and in the gasoline stations and convenience stores business, without regard to financing methods and capital structure; and

the viability of acquisitions and capital expenditure projects and the overall rates of return of alternative investment opportunities.

Adjusted EBITDA is EBITDA further adjusted for gains or losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income, operating income, cash flow from operating activities or any other measure of financial

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performance or liquidity presented in accordance with GAAP. EBITDA and Adjusted EBITDA exclude some, but not all, items that affect net income, and these measures may vary among other companies. Therefore, EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Distributable Cash Flow

Distributable cash flow is an important non-GAAP financial measure for our limited partners since it serves as an indicator of our success in providing a cash return on their investment. Distributable cash flow as defined by our partnership agreement is net income plus depreciation and amortization minus maintenance capital expenditures, as well as adjustments to eliminate items approved by the audit committee of the board of directors of our general partner that are extraordinary or non-recurring in nature and that would otherwise increase distributable cash flow.

Distributable cash flow as used in our partnership agreement also determines our ability to make cash distributions on our incentive distribution rights. The investment community also uses a distributable cash flow metric similar to the metric used in our partnership agreement with respect to publicly traded partnerships to indicate whether or not such partnerships have generated sufficient earnings on a current or historic level that can sustain distributions on preferred or common units or support an increase in quarterly cash ~~distribution.~~distributions on common units. Our partnership agreement does not permit adjustments for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges.

Distributable cash flow should not be considered as an alternative to net income, operating income, cash flow from operations, or any other measure of financial performance presented in accordance with GAAP. In addition, our distributable cash flow may not be comparable to distributable cash flow or similarly titled measures of other companies.

Selling, General and Administrative Expenses

Our SG&A expenses include, among other things, marketing costs, corporate overhead, employee salaries and benefits, pension and 401(k) plan expenses, discretionary bonuses, non-interest financing costs, professional fees and information technology expenses. Employee-related expenses including employee salaries, discretionary bonuses and related payroll taxes, benefits, and pension and 401(k) plan expenses are paid by our general partner which, in turn, are reimbursed for these expenses by us.

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Operating Expenses

Operating expenses are costs associated with the operation of the terminals, transload facilities and gasoline stations and convenience stores used in our ~~business.~~businesses. Lease payments, maintenance and repair, property taxes, utilities, credit card fees, taxes, labor and labor-related expenses comprise the most significant portion of our operating expenses. The majority of these expenses remains relatively stable independent of the volumes through our system but fluctuate slightly depending on the activities performed during a specific period.

Degree Day

A “degree day” is an industry measurement of temperature designed to evaluate energy demand and consumption. Degree days are based on how far the average temperature departs from a human comfort level of 65°F. Each degree of temperature above 65°F is counted as one cooling degree day, and each degree of temperature below 65°F is counted as one heating degree day. Degree days are accumulated each day over the course of a year and can be compared to a monthly or a long-term (multi-year) average, or normal, to see if a month or a year was warmer or cooler than usual. Degree days are officially observed by the National Weather Service and officially archived by the National Climatic Data Center. For purposes of evaluating our results of operations, we use the normal heating degree day amount as reported by the National Weather Service at its Logan International Airport station in Boston, Massachusetts.

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Key Performance Indicators

The following table provides a summary of some of the key performance indicators that may be used to assess our results of operations. These comparisons are not necessarily indicative of future results (gallons and dollars in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Net income (loss) attributable to Global Partners LP	$	14,878	$	(119,551)	$	40,198	$	(133,885)
Net (loss) income attributable to Global Partners LP									$	(14,080)	$	14,878	$	51,375	$	40,198
EBITDA (1)	$	60,779	$	(67,825)	$	183,991	$	16,048	$	35,838	$	60,779	$	194,595	$	183,991
Adjusted EBITDA ~~(1)~~(2)	$	63,778	$	51,644	$	177,509	$	144,152	$	37,192	$	63,778	$	200,849	$	177,509
Distributable cash flow ~~(3)~~(4)	$	32,302	$	(100,202)	$	98,265	$	(69,573)	$	5,312	$	32,302	$	106,082	$	98,265
Wholesale Segment:
Volume (gallons)		580,821		687,503		1,997,731		2,260,667		924,609		580,821		2,555,462		1,997,731
Sales
Gasoline and gasoline blendstocks	$	559,685	$	558,845	$	1,526,452	$	1,495,985	$	1,594,543	$	559,685	$	3,615,862	$	1,526,452
Crude oil ~~(4)~~(5)		109,923		129,293		356,594		438,390		15,643		109,923		74,047		356,594
Other oils and related products ~~(5)~~(6)		292,427		259,587		1,249,457		996,719		279,467		292,427		1,372,042		1,249,457
Total	$	962,035	$	947,725	$	3,132,503	$	2,931,094	$	1,889,653	$	962,035	$	5,061,951	$	3,132,503
Product margin
Gasoline and gasoline blendstocks	$	30,422	$	21,529	$	64,415	$	64,503	$	5,586	$	30,422	$	54,423	$	64,415
Crude oil ~~(4)~~(5)		(8,405)		(16,818)		3,248		(28,839)		(7,606)		(8,405)		2,885		3,248
Other oils and related products ~~(5)~~(6)		14,589		11,435		52,290		52,488		5,175		14,589		31,477		52,290
Total	$	36,606	$	16,146	$	119,953	$	88,152	$	3,155	$	36,606	$	88,785	$	119,953
Gasoline Distribution and Station Operations Segment:
Volume (gallons)		410,061		415,152		1,181,597		1,182,572		424,111		410,061		1,217,648		1,181,597
Sales
Gasoline	$	897,440	$	818,403	$	2,524,823	$	2,250,140	$	1,110,529	$	897,440	$	3,088,906	$	2,524,823
Station operations (6)		94,856		101,943		258,309		288,186
Station operations (7)										124,481		94,856		312,455		258,309
Total	$	992,296	$	920,346	$	2,783,132	$	2,538,326	$	1,235,010	$	992,296	$	3,401,361	$	2,783,132
Product margin
Gasoline	$	84,170	$	88,111	$	230,608	$	220,497	$	91,335	$	84,170	$	238,434	$	230,608
Station operations (6)		46,492		48,729		128,629		140,921
Station operations (7)										57,265		46,492		149,479		128,629
Total	$	130,662	$	136,840	$	359,237	$	361,418	$	148,600	$	130,662	$	387,913	$	359,237
Commercial Segment:
Volume (gallons)		128,478		121,881		390,943		364,881		166,482		128,478		466,158		390,943
Sales	$	205,415	$	162,127	$	604,425	$	457,789	$	344,172	$	205,415	$	934,989	$	604,425
Product margin	$	5,022	$	4,176	$	13,335	$	16,566	$	5,478	$	5,022	$	16,524	$	13,335
Combined sales and product margin:
Sales	$	2,159,746	$	2,030,198	$	6,520,060	$	5,927,209	$	3,468,835	$	2,159,746	$	9,398,301	$	6,520,060
Product margin ~~(7)~~(8)	$	172,290	$	157,162	$	492,525	$	466,136	$	157,233	$	172,290	$	493,222	$	492,525
Depreciation allocated to cost of sales		(22,196)		(24,551)		(67,042)		(74,124)		(22,259)		(22,196)		(64,657)		(67,042)
Combined gross profit	$	150,094	$	132,611	$	425,483	$	392,012	$	134,974	$	150,094	$	428,565	$	425,483

GDSO portfolio as of September 30, 2017 and 2016:		2017		2016
GDSO portfolio as of September 30, 2018 and 2017:										2018		2017
Company operated		234		257						301		234
Commissioned agents		269		285						259		269
Lessee dealers		234		260						239		234
Contract dealers		698		670						790		698
Total GDSO portfolio		1,435		1,472						1,589		1,435

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	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2017			2016			2017			2016			2018			2017			2018			2017
Weather conditions:
Normal heating degree days		96			96			3,750			3,781			96			96			3,750			3,750
Actual heating degree days		49			53			3,475			3,399			29			49			3,542			3,475
Variance from normal heating degree days		(49)	%		(45)	%		(7)	%		(10)	%		(70)	%		(49)	%		(6)	%		(7)	%
Variance from prior period actual heating degree days		(8)	%		56	%		2	%		(20)	%		(41)	%		(8)	%		2	%		2	%

(1)

EBITDA and Adjusted EBITDA are non-GAAP financial measures which are discussed above under “—Evaluating Our Results of Operations.” The table below presents reconciliations of EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial measures.

(2)

Adjusted EBITDA for the three and nine months ended September 30, 2018 includes a lease exit and termination gain of $3.5 million. Adjusted EBITDA for the nine months ended September 30, 2018 includes a one-time gain of approximately $52.6 million as a result of the extinguishment of a contingent liability related to a Volumetric Ethanol Excise Tax Credit (see Note 1 of Notes to Consolidated Financial Statements for additional information).

(3)

Distributable cash flow is a non-GAAP financial measure which is discussed above under “—Evaluating Our Results of Operations.” As defined by our partnership agreement, distributable cash flow is not adjusted for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges. The table below presents reconciliations of distributable cash flow to the most directly comparable GAAP financial measures.

~~(3)~~(4)

Distributable cash flow includes a net loss on sale and disposition of assets and a net goodwill and long-lived asset impairment of ~~$2.2~~$1.3 million and ~~$7.5~~$3.0 million for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$6.9~~$6.2 million and ~~$14.0~~$7.7 million for the nine months ended September 30, ~~2017~~2018 and 2016, respectively. Distributable cash flow also includes a net goodwill and long-lived asset impairment of $0.8 million and $112.0 million ($147.8 million attributed to us, offset by $35.8 million attributed to the noncontrolling interest) for the three months ended September 30, 2017, and 2016, respectively, and $0.8 million and $114.1 million ($149.9 million attributed to us, offset by $35.8 million attributed to the noncontrolling interest) for the nine months ended September 30, 2017 and 2016, respectively. Excluding these charges, distributable cash flow would have been ~~$35.3~~$6.6 million and ~~$19.3~~$35.3 million for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$106.0~~$112.3 million and ~~$58.5~~$106.0 million for the nine months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively. For the nine months ended September 30, 2018, distributable cash flow includes a one-time gain of approximately $52.6 million as a result of the extinguishment of a contingent liability related to a Volumetric Ethanol Excise Tax Credit. For the nine months ended September 30, 2017, distributable cash flow ~~also~~ includes a $14.2 million gain on the sale of our natural gas marketing and electricity brokerage businesses in February ~~2017 (see Note 1 of Notes to Consolidated Financial Statements).~~2017.

~~(4)~~(5)

Crude oil consists of our crude oil sales and revenue from our logistics activities.

~~(5)~~(6)

Other oils and related products primarily consist of distillates, residual oil and propane.

~~(6)~~(7)

Station operations consist of convenience stores sales, rental income and sundries.

~~(7)~~(8)

Product margin is a non-GAAP financial measure ~~used by management and external users~~which is discussed above under “—Evaluating Our Results of ~~our consolidated financial statements to assess our business.~~Operations.” The table above includes a reconciliation of product margin on a combined basis to gross profit, a directly comparable GAAP measure.

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The following table presents reconciliations of EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial measures on a historical basis for each period presented (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Reconciliation of net income (loss) to EBITDA and Adjusted EBITDA:
Net income (loss)	$	14,460	$	(156,583)	$	38,956	$	(172,961)
Reconciliation of net (loss) income to EBITDA and Adjusted EBITDA:
Net (loss) income									$	(14,464)	$	14,460	$	50,233	$	38,956
Net loss attributable to noncontrolling interest		418		37,032		1,242		39,076		384		418		1,142		1,242
Net income (loss) attributable to Global Partners LP		14,878		(119,551)		40,198		(133,885)
Net (loss) income attributable to Global Partners LP										(14,080)		14,878		51,375		40,198
Depreciation and amortization, excluding the impact of noncontrolling interest		25,998		27,391		77,885		83,073		27,310		25,998		78,483		77,885
Interest expense, excluding the impact of noncontrolling interest		20,626		21,197		65,836		65,192		22,579		20,626		65,637		65,836
Income tax (benefit) expense		(723)		3,138		72		1,668
Income tax expense (benefit)										29		(723)		(900)		72
EBITDA		60,779		(67,825)		183,991		16,048		35,838		60,779		194,595		183,991
Net loss (gain) on sale and disposition of assets		2,190		7,486		(7,291)		13,966		940		2,190		5,840		(7,291)
Goodwill and long-lived asset impairment		809		147,817		809		149,972		414		809		414		809
Goodwill and long-lived asset impairment attributable to noncontrolling interest		—		(35,834)		—		(35,834)
Adjusted EBITDA	$	63,778	$	51,644	$	177,509	$	144,152
Adjusted EBITDA (1)									$	37,192	$	63,778	$	200,849	$	177,509

Reconciliation of net cash provided by operating activities to EBITDA and Adjusted EBITDA:
Net cash provided by operating activities	$	152,514	$	74,143	$	362,441	$	14,160
Reconciliation of net cash (used in) provided by operating activities to EBITDA and Adjusted EBITDA:
Net cash (used in) provided by operating activities									$	(29,676)	$	152,514	$	(45,902)	$	362,441
Net changes in operating assets and liabilities and certain non-cash items		(111,544)		(202,201)		(244,062)		(100,647)		42,798		(111,544)		175,545		(244,062)
Net cash from operating activities and changes in operating assets and liabilities attributable to noncontrolling interest		(94)		35,898		(296)		35,675		108		(94)		215		(296)
Interest expense, excluding the impact of noncontrolling interest		20,626		21,197		65,836		65,192		22,579		20,626		65,637		65,836
Income tax (benefit) expense		(723)		3,138		72		1,668
Income tax expense (benefit)										29		(723)		(900)		72
EBITDA		60,779		(67,825)		183,991		16,048		35,838		60,779		194,595		183,991
Net loss (gain) on sale and disposition of assets		2,190		7,486		(7,291)		13,966		940		2,190		5,840		(7,291)
Goodwill and long-lived asset impairment		809		147,817		809		149,972		414		809		414		809
Goodwill and long-lived asset impairment attributable to noncontrolling interest		—		(35,834)		—		(35,834)
Adjusted EBITDA	$	63,778	$	51,644	$	177,509	$	144,152
Adjusted EBITDA (1)									$	37,192	$	63,778	$	200,849	$	177,509

(1)

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The following table presents reconciliations of distributable cash flow to the most directly comparable GAAP financial measures on a historical basis for each period presented (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Reconciliation of net income (loss) to distributable cash flow:
Net income (loss)	$	14,460	$	(156,583)	$	38,956	$	(172,961)
Reconciliation of net (loss) income to distributable cash flow:
Net (loss) income									$	(14,464)	$	14,460	$	50,233	$	38,956
Net loss attributable to noncontrolling interest		418		37,032		1,242		39,076		384		418		1,142		1,242
Net income (loss) attributable to Global Partners LP		14,878		(119,551)		40,198		(133,885)
Net (loss) income attributable to Global Partners LP										(14,080)		14,878		51,375		40,198
Depreciation and amortization, excluding the impact of noncontrolling interest		25,998		27,391		77,885		83,073		27,310		25,998		78,483		77,885
Amortization of deferred financing fees and senior notes discount		1,703		1,868		5,374		5,506		1,720		1,703		5,150		5,374
Amortization of routine bank refinancing fees		(1,019)		(1,168)		(3,249)		(3,413)		(1,022)		(1,019)		(3,066)		(3,249)
Maintenance capital expenditures, excluding the impact of noncontrolling interest		(9,258)		(8,742)		(21,943)		(20,854)		(8,616)		(9,258)		(25,860)		(21,943)
Distributable cash flow (1)(2)	$	32,302	$	(100,202)	$	98,265	$	(69,573)		5,312		32,302		106,082		98,265
Distributions to Series A preferred unitholders (3)										(1,009)		—		(1,009)		—
Distributable cash flow after distributions to Series A preferred unitholders									$	4,303	$	32,302	$	105,073	$	98,265

Reconciliation of net cash provided by operating activities to distributable cash flow:
Net cash provided by operating activities	$	152,514	$	74,143	$	362,441	$	14,160
Reconciliation of net cash (used in) provided by operating activities to distributable cash flow:
Net cash (used in) provided by operating activities									$	(29,676)	$	152,514	$	(45,902)	$	362,441
Net changes in operating assets and liabilities and certain non-cash items		(111,544)		(202,201)		(244,062)		(100,647)		42,798		(111,544)		175,545		(244,062)
Net cash from operating activities and changes in operating assets and liabilities attributable to noncontrolling interest		(94)		35,898		(296)		35,675		108		(94)		215		(296)
Amortization of deferred financing fees and senior notes discount		1,703		1,868		5,374		5,506		1,720		1,703		5,150		5,374
Amortization of routine bank refinancing fees		(1,019)		(1,168)		(3,249)		(3,413)		(1,022)		(1,019)		(3,066)		(3,249)
Maintenance capital expenditures, excluding the impact of noncontrolling interest		(9,258)		(8,742)		(21,943)		(20,854)		(8,616)		(9,258)		(25,860)		(21,943)
Distributable cash flow (1)(2)	$	32,302	$	(100,202)	$	98,265	$	(69,573)		5,312		32,302		106,082		98,265
Distributions to Series A preferred unitholders (3)										(1,009)		—		(1,009)		—
Distributable cash flow after distributions to Series A preferred unitholders									$	4,303	$	32,302	$	105,073	$	98,265

(1)

Distributable cash flow is a non-GAAP financial measure which is discussed above under “—Evaluating Our Results of Operations.” As defined by our partnership agreement, distributable cash flow is not adjusted for certain non-cash items, such as net losses on the sale and disposition of assets and goodwill and long-lived asset impairment charges. ~~The table above presents reconciliations of distributable cash flow to the most directly comparable GAAP financial measures.~~

(2)

(3)

Distributions on the Series A Preferred Units are cumulative and payable quarterly in arrears on February 15, May 15, August 15 and November 15 of ~~Notes to Consolidated Financial Statements).~~each year, commencing on November 15, 2018.

~~Consolidated Sales~~

Our total sales were $2.2 billion and $2.0 billion for the three months ended September 30, 2017 and 2016, respectively, an increase of $0.2 billion or 6%, due to an increase in prices. Our aggregate volume of product sold was 1.1 billion gallons and 1.2 billion gallons for the three months ended September 30, 2017 and 2016, respectively, a decrease of 0.1 billion gallons. The decline in volume sold includes decreases of 107 million gallons in our Wholesale

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~~segment, primarily~~

Consolidated Sales

Our total sales were $3.5 billion and $2.2 billion for the three months ended September 30, 2018 and 2017, respectively, an increase of $1.3 billion, or 60%, due to increases in ~~gasoline~~prices and ~~gasoline blendstocks~~in volume sold. Our aggregate volume of product sold was 1.5 billion gallons and ~~crude oil,~~1.1 billion gallons for the three months ended September 30, 2018 and 52017, respectively, an increase of 0.4 billion gallons. The increase in volume sold includes increases of 344 million gallons in our ~~GDSO segment. We had an increase~~Wholesale segment, reflecting increases primarily in gasoline, offset by declines in volume sold of 7crude oil and distillates, and increases of 38 million gallons in our Commercial segment and 14 million gallons in our GDSO segment.

Our total sales were ~~$6.5~~$9.4 billion and ~~$5.9~~$6.5 billion for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, an increase of ~~$0.6~~$2.9 billion or ~~10%~~45%, due to ~~an increase~~increases in prices ~~partially offset by a decline~~and in volume ~~sold, primarily in our Wholesale segment.~~sold. Our aggregate volume of product sold was ~~3.6~~4.2 billion gallons and ~~3.8~~3.6 billion gallons for the nine months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively, ~~a decrease~~an increase of ~~0.2~~0.6 billion gallons. The ~~decline~~increase in volume sold includes ~~decreases~~increases of ~~263~~558 million gallons in our Wholesale segment, ~~primarily~~reflecting an increase in gasoline offset by declines in volume sold in crude oil ~~but also in gasoline~~ and ~~gasoline blendstocks, and 1~~distillates, 75 million gallons in our ~~GDSO segment. We had an increase of 26~~Commercial segment and 36 million gallons in our ~~Commercial~~GDSO segment.

Gross Profit

Our gross profit was ~~$150.1~~$135.0 million and ~~$132.6~~$150.1 million for three months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively, ~~an increase~~a decrease of ~~$17.5~~$15.1 million, or ~~13%~~10%, ~~primarily~~ due to ~~improved product margin~~less favorable market conditions in ~~crude oil and~~our Wholesale segment, primarily in gasoline and gasoline blendstocks, ~~in our Wholesale segment, partially~~partly offset by ~~a decrease in product margin~~improved margins in our GDSO ~~segment.~~segment, primarily due to the acquisitions of Champlain and Cheshire in July 2018 and Honey Farms in October 2017, (collectively our “Recent Acquisitions”).

Our gross profit was ~~$425.5~~$428.6 million and ~~$392.0~~$425.5 million for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, an increase of ~~$33.5~~$3.1 million, or 8%1%, primarily due to improved ~~product margin~~margins in ~~crude oil~~our GDSO segment, largely due to our Recent Acquisitions, offset by less favorable market conditions in our Wholesale ~~segment.~~segment, primarily in distillates and gasoline.

Results for Wholesale Segment

Gasoline and Gasoline Blendstocks. Sales from wholesale gasoline and gasoline blendstocks were $1.6 billion and $0.6 billion for ~~each of~~ the three months ended September 30, 2018 and 2017, respectively, an increase of $1.0 billion, or 185%, due to increases in prices and ~~2016.~~volume sold, primarily in gasoline. Our gasoline and gasoline blendstocks product margin was ~~$30.4~~$5.6 million and ~~$21.5~~$30.4 million for the three months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively, ~~an increase~~a decrease of ~~$8.9~~$24.8 million, or ~~41%~~82%, primarily due to less favorable market conditions in gasoline and gasoline blendstocks. During the third quarter of 2017, our product margin benefited from weather-related supply ~~disruptions.~~disruptions that did not occur during the third quarter of 2018.

Sales from wholesale gasoline and gasoline blendstocks were $3.6 billion and $1.5 billion for ~~each of~~ the nine months ended September 30, 2018 and 2017, respectively, an increase of $2.1 billion, or 137%, due to increases in prices and ~~2016.~~volume sold, primarily in gasoline. Our gasoline and gasoline blendstocks product margin was ~~$64.4~~$54.4 million and ~~$64.5~~$64.4 million for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, a decrease of ~~$0.1~~$10.0 million, or 16%, primarily due to less favorable market conditions in gasoline inblendstocks, primarily ethanol, during the second quarter of ~~2017, partially offset by~~2018 and in gasoline and gasoline blendstocks during the third quarter of 2018. In addition, our product margin benefited from weather-related supply disruptions in the third quarter of ~~2017.~~2017 that did not occur during the same period in 2018.

Crude Oil. Crude oil sales and logistics revenues were ~~$0.1 billion for each of the three months ended September 30, 2017 and 2016. Our crude oil product margin was negative $8.4~~$15.6 million and ~~negative $16.8~~$109.9 million for the three months ended September 30, 2018 and 2017, respectively, a decrease of $94.3 million, or 86%, due to a decline in volume sold as crude by rail differentials continue to be challenged. Our crude oil product margin was negative $7.6 million and ~~2016,~~negative $8.4 million for the three months ended September 30, 2018 and 2017, respectively, an improvement of ~~$8.4 million. Our~~$0.8 million, or 10%, due in part to lower railcar lease expense and lower terminal lease expense associated with the expiration of a terminal lease in the fourth quarter of 2017. In addition, our product margin for the third quarter of 2017

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was positively impacted by $10.8 million in revenue related to a take-or-pay contract with one particular customer ~~and a $9.0 million decrease~~that was not recognized in ~~railcar lease expense as a result of our early termination of a sublease in December 2016. Our crude oil product margin for~~ the third quarter of ~~2017 was~~2018, and negatively impacted by a $13.1 million expense associated with the acceleration and corresponding termination of a contractual obligation under a pipeline connection agreement with Tesoro related to the Beulah, North Dakota ~~facility. Our product margin for~~facility, also not recognized in the third quarter of ~~2016 was negatively impacted by the absence of logistics nominations from one particular contract customer.~~2018.

Crude oil sales and logistics revenues were ~~$0.4 billion for each of the nine months ended September 30, 2017 and 2016. Our crude oil product margin was $3.2~~$74.0 million and ~~negative $28.8~~$356.6 million for the nine months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively, ~~an increase~~a decrease of ~~$32.0 million.~~$282.6 million, or 79%, due to a decline in volume sold as crude by rail differentials continue to be challenged. Our crude oil product margin was $2.9 million and $3.2 million for the nine months ended September 30, 2018 and 2017, respectively, a decrease of $0.3 million, or 10%, due in part to lower railcar lease expense and lower terminal lease expense associated with the expiration of a terminal lease in the fourth quarter of 2017, partially offset by lower sales volume. In addition, our product margin for the first nine months of 2017 was positively impacted by ~~$32.2~~an additional $10.8 million in revenue recognized in the third quarter of 2017 related to a take-or-pay contract with one particular customer ~~and a $26.5 million decrease~~that was not recognized in ~~railcar lease expense as a result~~the third quarter of ~~our early termination of a sublease in December 2016, partially offset by less volume through our system. Our crude oil product margin for the first nine months of 2017 was~~2018, and negatively impacted by a $13.1 million expense in the third quarter of 2017 associated with the acceleration and corresponding

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termination of a contractual obligation under a pipeline connection agreement with Tesoro related to the Beulah, North Dakota ~~facility.~~facility, also not recognized in the third quarter of 2018.

Other Oils and Related Products. Sales from other oils and related products (primarily distillates, residual oil and propane) were $0.3 billion for each of the three months ended September 30, ~~2017~~2018 and ~~2016.~~2017. Our product margin from other oils and related products was ~~$14.6~~$5.2 million and ~~$11.4~~$14.6 million for the three months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively, ~~an increase~~a decrease of ~~$3.2~~$9.4 million, or ~~28%~~64%, primarily due to ~~improved margins~~less favorable market conditions in distillates and residual oil. In addition, during the third quarter of 2017, our product margin in residual oil ~~which also~~ benefited from weather-related supply ~~disruptions.~~disruptions not present during the third quarter of 2018.

Sales from other oils and related products were ~~$1.2~~$1.4 billion and ~~$1.0~~$1.2 billion for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, an increase of ~~$0.2 billion,~~$122.6 million, or ~~20%~~10%, ~~primarily~~ due to an increase in ~~prices.~~prices, partially offset by a decline in distillate volume sold. Our product margin from other oils and related products was ~~$52.3~~$31.5 million and ~~$52.5~~$52.3 million for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, a decrease of ~~$0.2 million. Our product margin for the first nine months of 2017 was negatively impacted~~$20.8 million, or 40%, primarily due to less favorable market conditions in distillates in the ~~second quarter~~first and third quarters of ~~2017.~~2018. Although temperatures were colder in the first quarter of ~~2017~~2018 as compared to the first quarter of ~~2016,~~2017, warmer-than-normal temperatures in each of the first quarters of 2018 and 2017 negatively impacted our product margin in other oils and related products ~~was negatively impacted by warmer-than-normal temperatures in each of~~for the ~~first quarters of 2017~~nine months ended September 30, 2018 and ~~2016.~~2017.

Results for Gasoline Distribution and Station Operations Segment

Gasoline Distribution. Sales from gasoline distribution were ~~$0.9~~$1.1 billion and ~~$0.8~~$0.9 billion for the three months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively, ~~increasing $0.1~~an increase of $0.2 billion, or ~~10%~~23%, primarily due to an increase in ~~price.~~prices and also to an increase in volume sold due in part to our Recent Acquisitions. Our product margin from gasoline distribution was ~~$84.2~~$91.3 million and ~~$88.1~~$84.2 million for the three months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively, ~~a decrease~~an increase of ~~$3.9~~$7.1 million, or 4%8%, ~~in part~~primarily due to our Recent Acquisitions, partly offset by the sale of ~~sites, including the Drake Sites sold in August 2016.~~non-strategic sites.

Sales from gasoline distribution were ~~$2.5~~$3.1 billion and ~~$2.2~~$2.5 billion for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, an increase of ~~$0.3~~$0.6 billion, or ~~12%~~22%, primarily due to an increase in ~~price.~~prices and also to an increase in volume sold due in part to our Recent Acquisitions. Our product margin from gasoline distribution was ~~$230.6~~$238.4 million and ~~$220.5~~$230.6 million for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, an increase of ~~$10.1~~$7.8 million, or 5%3%, ~~in part~~largely due to ~~declining wholesale gasoline prices during the second quarter of 2017. For the first nine months of 2017,~~ our ~~product margin in gasoline distribution reflects~~Recent Acquisitions,partially offset by lower fuel margins and the sale of ~~sites, including~~non-strategic sites. Our product margin for the ~~Drake Sites sold in August 2016, partially offset~~first six months of 2018 was negatively impacted by ~~the addition of leased company operated sites in April 2016.~~ rising wholesale gasoline prices.

Station Operations. Our station operations, which include (i) convenience stores sales at our directly operated stores, (ii) rental income from gasoline stations leased to dealers or from commissioned agents and from cobranding arrangements and (iii) sale of sundries, such as car wash sales and lottery and ATM commissions, collectively generated revenues of $0.1 billion for each of the three months ended September 30, ~~2017~~2018 and ~~2016.~~2017. Our product margin from

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station operations was ~~$46.5~~$57.3 million and ~~$48.7~~$46.5 million for the three months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively, ~~a decrease~~an increase of ~~$2.2~~$10.8 million, or ~~4%. The decreases in sales and product margin are largely~~23%, primarily due to ~~the sale of sites, including the Drake Sites sold in August 2016.~~our Recent Acquisitions.

Sales from our station operations were approximately $0.3 billion for each of the nine months ended September 30, ~~2017~~2018 and ~~2016, decreasing $29.9 million, or 10%.~~2017. Our product margin from station operations was ~~$128.6~~$149.5 million and ~~$140.9~~$128.6 million for the nine months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively, ~~a decrease~~an increase of ~~$12.3~~$20.9 million, or ~~9%. The decreases in sales and product margin are~~16%, primarily due to ~~the sale of sites, including the Drake Sites sold in August 2016, partially offset by the addition of leased company operated sites in April 2016.~~our Recent Acquisitions.

Results for Commercial Segment

Our commercial sales were $0.3 billion and $0.2 billion for ~~each of~~ the three months ended September 30, 2018 and 2017, respectively, an increase of $0.1 million, or 50%, due to increases in prices and ~~2016.~~in volume sold. Our commercial product margin was ~~$5.0~~$5.5 million and ~~$4.2~~$5.0 million for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, an increase of ~~$0.8~~$0.5 million, or ~~20%~~10%, ~~in part~~primarily due to an increase in bunkering activity.

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Our commercial sales were ~~$0.6~~$0.9 billion and ~~$0.5~~$0.6 billion for the nine months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively, ~~increasing $146.6 million,~~an increase of $0.3 billion, or ~~32%~~50%, ~~primarily~~ due to ~~higher prices.~~increases in prices and in volume sold. Our commercial product margin was ~~$13.3~~$16.5 million and ~~$16.5~~$13.3 million for the nine months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively, ~~a decrease~~an increase of $3.2 million, or ~~19%~~24%, primarily due to an increase in bunkering activity and colder temperatures early in the ~~sale~~first quarter of ~~our natural gas marketing and electricity brokerage businesses in February 2017, which also negatively impacted our sales.~~2018 compared to the first quarter of 2017.

Selling, General and Administrative Expenses

SG&A expenses were ~~$40.1~~$42.1 million and ~~$36.7~~$40.1 million for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, an increase of ~~$3.4~~$2.0 million, or 9%5%, including increases of ~~$1.9~~$3.6 million in ~~professional fees, $1.4~~acquisition costs primarily related to the acquisitions of Champlain and Cheshire, $0.7 million in ~~accrued incentive compensation, $0.3~~wages and benefits and $0.8 million in ~~severance charges and $0.3 million in various~~ other SG&A expenses, partially offset by ~~a decrease~~decreases of ~~$0.5 million in wages and benefits.~~

~~SG&A expenses were $111.6 million and $108.3 million for the nine months ended September 30, 2017 and 2016, respectively, an increase of $3.3 million, or 3%, including increases of $4.9~~$1.9 million in accrued incentive compensation and $1.2 million in professional fees. ~~In addition, during the second quarter of 2017, we incurred $0.8~~

SG&A expenses were $121.4 million and $111.6 million for ~~certain costs in connection with a compensation funding agreement with our general partner (see Note 12~~the nine months ended September 30, 2018 and 2017, respectively, an increase of ~~Notes to Consolidated Financial Statements). The increase in SG&A expenses was offset by decreases~~$9.8 million, or 9%, including increases of ~~$1.5~~$3.8 million in ~~salaries~~acquisition costs primarily related to the acquisitions from Champlain and Cheshire, $1.9 million in wages and ~~$0.4~~benefits, $1.2 million in depreciation, $0.7 million in license fees, $0.3 million in advertising costs and $2.1 million in various ~~other~~ SG&A expenses, ~~as well as~~offset by a ~~decline~~decrease of ~~$1.7~~$0.2 million in ~~severance charges, incurred~~accrued incentive compensation. The decrease in accrued incentive compensation is primarily due to an increase in LTIP expense for the first nine months of ~~2016~~2018 compared to the same period in 2017, as we reversed compensation expenses related to ~~a reduction~~forfeitures during the first nine months of 2017 in ~~our workforce.~~the amount of $1.8 million.

Operating Expenses

Operating expenses were ~~$70.3~~$83.8 million and ~~$70.6~~$70.3 million for the three months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively, ~~a decrease~~an increase of ~~$0.3 million. Operating expenses decreased by $1.2~~$13.5 million, or 19%, primarily due to increases of $12.7 million associated with our GDSO operations, ~~due, in part, to the sale of sites, including the Drake Sites sold in August 2016, and by $0.6 million at our Basin Transload facilities in North Dakota~~largely due to ~~less activity. The decrease in operating expenses was offset by an increase of $1.5 million associated with~~ our ~~terminal operations, in part due~~Recent Acquisitions and to ~~an increase in maintenance and repairs.~~

Operating expenses were $208.7 million and $218.7 million for the nine months ended September 30, 2017 and 2016, respectively, a decrease of $10.0 million, or 5%. Operating expenses decreased by $7.0 million associated with our GDSO operations due, in part, to the sale of sites, including the Drake Sites sold in August 2016, offset by increases in credit card fees due to higher wholesale gasoline ~~prices and in rent expense associated with the addition of leased sites.~~prices. Operating expenses also decreased by $2.3 million at our Basin Transload facilities in North Dakota due to less activity. In addition, for the first nine months of 2016, we incurred $3.5 million in costs associated with cleaning tanks and related infrastructure at our Oregon facility in order to convert the facility to ethanol transloading. The decrease in operating expenses was offset by an increase of $2.8 million associated with our terminal operations ~~in part~~increased by $0.8 million.

Operating expenses were $234.0 million and $208.7 million for the nine months ended September 30, 2018 and 2017, respectively, an increase of $25.3 million, or 12%, primarily due to an increase of $24.4 million associated with our GDSO operations, largely due to our Recent Acquisitions and to increases in ~~rent expense~~credit card fees due to higher wholesale gasoline prices. Operating expenses associated with our terminal operations increased by $0.9 million.

Gain on Trustee Taxes

During the nine months ended September 30, 2018, we recognized a one-time gain of approximately $52.6 million as a result of the extinguishment of a contingent liability related to the Volumetric Ethanol Excise Tax

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Credit, which tax credit program expired in 2011. Based upon the significant passage of time from that 2011 expiration date, including underlying statutes of limitation, as of January 31, 2018 we determined that the liability was no longer required. See Note 1 of Notes to Consolidated Financial Statements for additional information.

Lease Exit and ~~maintenance~~Termination Gain

During the quarter ended September 30, 2018, we were released from certain of our obligations to provide future railcar storage, freight, insurance and ~~repairs.~~other services for railcars under a fleet management services agreement associated with our 2016 voluntary termination of a railcar sublease. The release of certain obligations resulted in a $3.5 million reduction of the remaining accrued incremental costs, which benefit is included in lease exit and termination gain in the accompanying statements of operations for the three and nine months ended September 30, 2018. See Note 1 of Notes to Consolidated Financial Statements for additional information.

Amortization Expense

Amortization expense related to ~~our~~ intangible assets was $3.1 million and $2.3 million for ~~each of~~ the three months ended September 30, 2018 and 2017, respectively, and ~~2016~~$8.0 million and $6.8 ~~million and $7.1~~ million for the nine months ended September 30, 2018 and 2017, respectively. The increases of $0.8 million and ~~2016, respectively.~~ $1.2 million for the three nine months ended September 30, 2018, respectively, are primarily due to the intangibles acquired in the Recent Acquisitions.

Net (Loss) Gain on Sale and Disposition of Assets

Net (loss) gain on sale and disposition of assets was ($~~2.2~~1.4 million) and ($~~7.5~~2.2 million) for three months ended September 30, 2018 and 2017, respectively, and ~~2016, respectively,~~($6.3 million) and $7.3 million for the nine months ended September 30, 2018 and 2017, primarily due to the sale of GDSO sites. ~~Net (loss) gain on sale and disposition of assets was $7.3 million and ($14.0 million) for the nine months ended September 30, 2017 and 2016, respectively.~~ For the nine months ended September 30, 2017, we recorded a $14.2 million gain associated with the sale of our natural gas marketing and electricity brokerage businesses in February ~~2017 and a net loss on the sale and disposition of assets of ($6.9 million). The net losses for the nine months ended September 30, 2017 and 2016 were~~

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~~primarily due to the sale of GDSO sites.~~2017. See Note 67 of Notes to Consolidated Financial Statements for additional information.

~~Goodwill and Long-Lived Asset Impairment~~

During each of the three and nine months ended September 30, 2017, we recognized an impairment charge of $0.8 million relating to long-lived assets used at certain gasoline stations and convenience stores associated with our GDSO segment. During each of the three and nine months ended September 30, 2016, we recognized a goodwill impairment charge of $121.7 million related to the Wholesale reporting unit, and we recognized a long-lived asset impairment charge of $26.1 million and $28.2 million for the three and nine months ended September 30, 2016, respectively, primarily related to the Wholesale segment. Please read Note 2 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2016 for a description of the facts and circumstances related to the impairment charges recognized in 2016.

Interest Expense

Interest expense was ~~$20.6~~$22.6 million and ~~$21.2~~$20.6 million for the three months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively, ~~a decrease~~an increase of ~~$0.6~~$2.0 million, or 3%9%, primarily due to ~~lower~~higher average balances on our credit facilities for the third quarter of ~~2017, partially offset by~~2018, in part due to the acquisitions of Champlain and Cheshire, an increase in inventory attributable to both volume and price, and an increase in interest rates for the third quarter of ~~2017~~2018 compared to the third quarter of ~~2016.~~2017.

Interest expense was ~~$65.8~~$65.6 million and ~~$65.2~~$65.8 million for the nine months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively, ~~an increase~~a decrease of $0.6 million, or 1%, primarily due to an increase of $2.2 million associated with the financing obligation recognized in connection with the Sale-Leaseback Transaction entered into in June 2016 and a $0.6 million write-off of a portion of our deferred financing fees associated with the amendment of our credit agreement in April 2017. The increase in interest expense was partially offset by a $1.8 million write-off of a portion of our deferred financing fees in February 2016 associated the reduction of our working capital revolving credit facility under our prior credit agreement and by lower average balances on our revolving credit facility and lower interest rates due to the May 2016 expiration of our interest rate swap.

~~Please see Note 7 of Notes to Consolidated Financial Statements for additional information on the Sale-Leaseback Transaction and the write-offs of deferred financing fees.~~$0.2 million.

Income Tax (Expense) Benefit ~~(Expense)~~

Income tax ~~benefit (expense) of $0.7 million and ($3.1 million)~~expense was immaterial for the three months ended September 30, ~~2017~~2018, and ~~2016, respectively,~~the income tax benefit was $0.7 million for the three months ended September 30, 2017. Income tax benefit (expense) was $0.9 million and ($0.1 ~~million) and ($1.7~~ million) for the nine months ~~ended~~ September 30, 2018 and 2017, ~~and 2016, respectively, reflect~~respectively. The income tax ~~expense on~~(expense) benefit recognized primarily reflect the income tax (expense) benefit from the operating results of GMG, which is a taxable entity for federal and state income tax purposes.

Net Loss Attributable to Noncontrolling Interest

In February 2013, we acquired a 60% membership interest in Basin Transload. The net loss attributable to the noncontrolling interest was ~~$0.4~~$0.3 million and ~~$37.0~~$0.4 million for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$1.2~~$1.1 million and ~~$39.1~~$1.2 million for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, which represents the 40% noncontrolling ownership of the reported net ~~loss reported. The noncontrolling interest includes a $35.8 million goodwill and long-lived asset impairment for the three and nine months ended September 30, 2016.~~loss.

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Liquidity and Capital Resources

Liquidity

Our primary liquidity needs are to fund our working capital requirements, capital expenditures and distributions and to service our indebtedness. Our primary sources of liquidity are cash generated from operations, amounts available

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under our working capital revolving credit facility and equity and debt offerings. Please read “—Credit Agreement” for more information on our working capital revolving credit facility.

Working capital was ~~$246.3~~$220.6 million and ~~$276.2~~$209.5 million at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively, an increase of $11.1 million, primarily due to an increase of $130.7 million in inventories resulting from increases in inventory volume and prices, and a decrease of ~~$29.9 million.~~$72.6 million in trustee taxes payable. The decrease in trustee taxes payable was largely attributable to the $52.6 million extinguishment of a contingent liability related to the Volumetric Ethanol Excise Tax Credit and the settlement of a trustee tax loss recognized in the fourth quarter of 2017 (see Note 1 of Notes to Consolidated Financial Statements). The increase in working capital was ~~primarily due to decreases~~partially offset by an increase of $241.4 million in inventories, largely due to reduced inventory volume in part due to a change in market structure, and $90.4 million in accounts receivable due to seasonality relating to the heating season, for a total decrease of $331.8 million. The increases in working capital primarily include decreases of $235.4$181.0 million in the current portion of our working capital revolving credit facility, which represents the amount we expect to pay down during the course of the year (see Note 78 of Notes to Consolidated Financial Statements) ~~and $78.5 million in accounts payable, primarily due to seasonality relating to the heating season, for a total increase of $313.9 million.~~.

Cash Distributions

Common Units

During ~~2017,~~2018, we paid the following cash distributions to our common unitholders and our general partner:


			Distribution Paid for the
Cash Distribution Payment Date	Total Paid		Quarterly Period Ended
February 14, ~~2017~~2018	$	15.8 million	Fourth quarter ~~2016~~2017
May 15, ~~2017~~2018	$	15.8 million	First quarter ~~2017~~2018
August 14, ~~2017~~2018	$	~~15.8~~16.3 million	Second quarter ~~2017~~2018

OnIn addition, on October ~~27, 2017,~~26, 2018, the board of directors of our general partner declared a quarterly cash distribution of ~~$0.4625~~$0.4750 per unit ($~~1.85~~1.90 per unit on an annualized basis) on all of our outstanding common units for the period from July 1, ~~2017~~2018 through September 30, ~~2017~~2018 to our common unitholders of record as of the close of business on November 9, ~~2017.~~2018. This distribution will result in reaching our second target level distribution for the quarter ended September 30, 2018. We expect to pay the total cash distribution of approximately ~~$15.8~~$16.3 million on November 14, ~~2017.~~2018.

Preferred Units

On October 23, 2018, the board of directors of our general partner declared the initial quarterly cash distribution of $0.6635 per unit on the Series A Preferred Units, covering the period from August 7, 2018 (the issuance date of the Series A Preferred Units) through November 14, 2018. The total distribution of approximately $1.8 million will be payable on November 15, 2018 to holders of record as of the opening of business on November 1, 2018.

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Contractual Obligations

We have contractual obligations that are required to be settled in cash. The amounts of our contractual obligations at September 30, ~~2017~~2018 were as follows (in thousands):


	Payments due by period												Payments due by period
	Remainder of								2021 and				Remainder of								2022 and
Contractual Obligations	2017		2018		2019		2020		Thereafter		Total		2018		2019		2020		2021		Thereafter		Total
Credit facility obligations (1)	$	42,154	$	128,746	$	128,746	$	41,924	$	—	$	341,570	$	314,675	$	269,199	$	87,278	$	—	$	—	$	671,152
Senior notes obligations (2)		11,109		44,438		44,438		44,438		762,758		907,181		5,555		44,438		44,438		44,438		718,320		857,189
Operating lease obligations (3)		28,950		92,854		58,350		35,536		174,759		390,449		24,146		74,484		46,307		39,392		172,535		356,864
Capital lease obligations		160		70		—		—		—		230		96		29		—		—		—		125
Other long-term liabilities (4)		8,616		24,979		24,995		25,482		78,601		162,673		6,875		24,640		25,167		22,904		52,954		132,540
Financing obligations (5)		3,583		14,409		14,643		14,882		144,565		192,082		3,662		14,769		15,094		15,426		136,943		185,894
Total	$	94,572	$	305,496	$	271,172	$	162,262	$	1,160,683	$	1,994,185	$	355,009	$	427,559	$	218,284	$	122,160	$	1,080,752	$	2,203,764

(1)

Includes principal and interest on our working capital revolving credit facility and our revolving credit facility at September 30, ~~2017~~2018 and assumes a ratable payment through the expiration date. Our credit agreement has a contractual maturity of April 30, 2020 and no principal payments ~~were~~are required prior to that ~~maturity~~ date. However, we repay amounts outstanding and reborrow funds based on our working capital requirements. Therefore, the current portion of the working capital revolving credit facility included in the accompanying consolidated balance sheets is the amount we ~~expected~~expect to pay down during the course of the year, and the long-term portion of the working capital revolving credit facility is the amount we ~~expected~~expect to be outstanding during the entire year. Please read “—Credit Agreement” for more information on our working capital revolving credit facility.

(2)

Includes principal and interest on our senior notes. No principal payments are required prior to maturity.

(3)

Includes operating lease obligations related to leases for office space and computer equipment, land, terminals and throughputs, gasoline stations, railcars, mobile equipment, access rights and barges.

(4)

Includes amounts related to our 15-year brand fee agreement entered into in 2010 with ExxonMobil and amounts related to our pipeline connection agreements and our natural gas transportation and reservation ~~agreements. Other long-term liabilities include~~agreements and pension and deferred compensation obligations.

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(5)

Includes lease rental payments in connection with (i) the acquisition of Capitol related to properties previously sold by Capitol within two sale-leaseback transactions; and (ii) the sale of real property assets at 30 gasoline stations and convenience stores. These transactions did not meet the criteria for sale accounting and the lease rental payments are classified as interest expense on the respective financing obligation and the pay-down of the related financing obligation. See Note 78 of Notes to Consolidated Financial Statement for additional information.

Capital Expenditures

Our operations require investments to maintain, expand, upgrade and enhance existing operations and to meet environmental and operational regulations. We categorize our capital requirements as either maintenance capital expenditures or expansion capital expenditures. Maintenance capital expenditures represent capital expenditures to repair or replace partially or fully depreciated assets to maintain the operating capacity of, or revenues generated by, existing assets and extend their useful lives. Maintenance capital expenditures also include expenditures required to maintain equipment reliability, tank and pipeline integrity and safety and to address certain environmental regulations. We anticipate that maintenance capital expenditures will be funded with cash generated by operations. We had approximately ~~$21.9~~$25.9 million and ~~$20.8~~$21.9 million in maintenance capital expenditures for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, which are included in capital expenditures in the accompanying consolidated statements of cash flows, of which approximately ~~$17.9~~$22.3 million and ~~$15.5~~$17.9 million for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, are related to our investments in our gasoline stations. Repair and maintenance expenses associated with existing assets that are minor in nature and do not extend the useful life of existing assets are charged to operating expenses as incurred.

Expansion capital expenditures include expenditures to acquire assets to grow our business or expand our existing facilities, such as projects that increase our operating capacity or revenues by, for example, increasing dock capacity and tankage, diversifying product availability, investing in raze and rebuilds and new-to-industry gasoline stations and convenience stores, increasing storage flexibility at various terminals and by adding terminals to our storage network. We have the ability to fund our expansion capital expenditures through cash from operations or our credit agreement or

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by issuing debt securities or additional equity. We had approximately ~~$9.7~~$137.7 million and ~~$33.9~~$9.7 million in expansion capital expenditures, including acquisitions, for the nine months ended September 30, 2018 and 2017, ~~and 2016, respectively, which are included~~respectively.

For the nine months ended September 30, 2018, the $137.7 million in expansion capital expenditures included approximately $120.1 million in property and equipment associated with the ~~accompanying consolidated statements~~acquisitions of ~~cash flows.~~Cheshire and Champlain (see Note 17 of Notes to Consolidated Financial Statements), and $17.6 million in expansion capital expenditures primarily related to investments in our gasoline stations.

For the nine months ended September 30, 2017, the $9.7 million in expansion capital expenditures primarily related to investments, including raze and rebuilds, and improvements at retail gasoline stations and investments in information technology.

For the nine months ended September 30, 2016, the $33.9 million in expansion capital expenditures consisted of (i) $21.9 million in raze and rebuilds, expansion and improvements at retail gasoline stations and new-to-industry sites, and includes $5.5 million related to the additional 22 leased sites in April 2016; (ii) $8.6 million in costs associated with our terminal assets, including $7.7 million in dock and infrastructure expansion at our Oregon facility and tank construction projects, and (iii) $3.4 million in other expansion capital expenditures including, in part, investments in information technology and computer and equipment.

We currently expect maintenance capital expenditures of approximately $35.0 million to $45.0 million and expansion capital expenditures, excluding acquisitions, of approximately ~~$20.0~~$30.0 million to ~~$30.0~~$40.0 million in ~~2017,~~2018, relating primarily to investments in our gasoline station business. These current estimates depend, in part, on the timing of completion of projects, availability of equipment, weather and unanticipated events or opportunities requiring additional maintenance or investments.

We believe that we will have sufficient cash flow from operations, borrowing capacity under our credit agreement and the ability to issue additional ~~common units~~equity and/or debt securities to meet our financial commitments, debt service obligations, contingencies and anticipated capital expenditures. However, we are subject to business and operational risks that could adversely affect our cash flow. A material decrease in our cash flows would likely have an adverse effect on our borrowing capacity as well as our ability to issue additional ~~common units~~equity and/or debt securities.

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Cash Flow

The following table summarizes cash flow activity (in thousands):

Nine Months Ended

September 30,

2017

2016

Net cash provided by operating activities

$
362,441

$
14,160

Net cash (used in) provided by investing activities

$
(1,842)

$
4,179

Net cash used in financing activities

$
(359,772)

$
(4,512)


	Nine Months Ended
	September 30,
	2018		2017
Net cash (used in) provided by operating activities	$	(45,902)	$	362,441
Net cash used in investing activities	$	(203,417)	$	(1,842)
Net cash provided by (used in) financing activities	$	246,912	$	(359,772)

Operating Activities

Cash flow from operating activities generally reflects our net income, balance sheet changes arising from inventory purchasing patterns, the timing of collections on our accounts receivable, the seasonality of parts of our business, fluctuations in product prices, working capital requirements and general market conditions.

Net cash (used in) provided by operating activities was ~~$362.4 million~~($45.9 million) and ~~$14.1~~$362.4 million for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, for a period-over-period ~~increase~~decrease in cash ~~provided by~~flow from operating activities of ~~$348.3~~$408.3 million. For the nine months ended September 30, 2018, cash flow from operating activities was not impacted by the non-cash gain of $52.6 million as a result of the extinguishment of a contingent liability related to the Volumetric Ethanol Excise Tax Credit. This gain was included in net income and offset by the corresponding decrease

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in the liability which had historically been included in trustee taxes (see Note 1 of Notes to Consolidated Financial Statements). The primary drivers of the ~~change~~changes in operating activities include the following (in thousands):

Nine Months Ended

Period over

September 30,

Period


2017

2016

Change

Decrease in accounts receivable

$
89,799

$
30,296

$
59,503

Decrease (increase) in inventories

$
240,462

$
(51,773)

$
292,235

Decrease in accounts payable

$
(78,538)

$
(71,611)

$
(6,927)

(Decrease) increase in change in derivatives

$
(1,764)

$
34,116

$
(35,880)


	Nine Months Ended				Period over
	September 30,				Period
	2018		2017		Change
Decrease in accounts receivable	$	9,301	$	89,799	$	(80,498)
(Increase) decrease in inventories	$	(124,537)	$	240,462	$	(364,999)
Increase (decrease) in accounts payable	$	23,118	$	(78,538)	$	101,656

~~During~~For the nine months ended September 30, 2018, the decrease in accounts receivable was in part due to the change in activity related to the heating season. The increase in inventories was primarily due to an increase in prices but also due to higher inventory volume.

For the nine months ended September 30, 2017, the decrease in inventories was primarily due to reduced inventory volume in part due to a change in market structure, and the decreases in accounts receivable and accounts payable were primarily due to the change in activity related to the heating season.

~~During~~Investing Activities

Net cash used in investing activities was $203.4 million for the nine months ended September 30, ~~2016,~~2018 and included $138.4 million and $33.4 million in cash used to fund the ~~increase~~acquisitions of Cheshire and Champlain, respectively, $25.9 million in ~~inventories was due to higher prices,~~maintenance capital expenditures, $17.6 million in expansion capital expenditures and $3.0 million in seller note issuances, offset by $14.9 million in proceeds from the ~~decrease in accounts payable was primarily due to seasonality relating to the heating season~~sale of property and ~~to lower crude oil volume and the decrease in accounts receivable was, in part, due to lower crude oil and logistics activity.~~equipment.

Net cash used in investing activities was $1.8 million for the nine months ended September 30, 2017 and included $21.9 million in maintenance capital expenditures and $9.7 million in expansion capital expenditures, offset by $29.8 million in proceeds from the sale of property and equipment ($16.3 million from the sale of our natural gas marketing and electricity brokerage businesses, less $0.5 million in related transaction costs, and $14.0 million primarily from the sales of GDSO sites).

Net cash provided by investing activities was $4.2 million for the nine months ended September 30, 2016 and included $58.9 million in proceeds from the sale of property and equipment, primarily associated with the sale of the Drake Sites, offset by $33.9 million in expansion capital expenditures and $20.8 million in maintenance capital expenditures.

~~See~~Please read “—Capital Expenditures” for a discussion of our expansion capital expenditures for the nine months ended September 30, ~~2017~~2018 and ~~2016.~~2017.

Financing Activities

Net cash provided by financing activities was $246.9 million for the nine months ended September 30, 2018 and included $181.0 million in net borrowing from our revolving credit facility, $66.4 million in net proceeds from the issuance of the SeriesA Preferred Units and $48.2 million in borrowings from our working capital revolving credit facility, offset by $47.8 million in cash distributions to our common unitholders and our general partner and $0.8 million in LTIP units withheld for tax obligations related to awards that vested in 2018.

Net cash used in financing activities was $359.8 million for the nine months ended September 30, 2017 and included $285.4 million in net payments on our working capital revolving credit facility, $47.0 million in cash distributions to our common unitholders and our general partner, $26.7 million in net payments on our revolving credit facility, $0.5 million in ~~repurchased~~LTIP units withheld for tax obligations related to ~~vested LTIP~~ awards granted in 2013 and $0.5 million in distributions to our noncontrolling interest at Basin Transload, offset by $0.3 million in capital contributions from our noncontrolling interest at Basin Transload.

See Note 20 of Notes to Consolidated Financial Statement for supplemental cash flow information related to our working capital revolving credit facility and revolving credit facility.

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Net cash used in financing activities was $4.5 million for the nine months ended September 30, 2016 and included $88.2 million in net payments on our revolving credit facility, $46.9 million in cash distributions to our common unitholders and our general partner and $1.8 million in distributions to our noncontrolling interest at Basin Transload, offset by $69.9 million in net borrowings from our working capital revolving credit facility and $62.5 million in net proceeds from our sale-leaseback transaction (see Note 7 to Notes to Consolidated Financial Statements).

Credit Agreement

~~On April 25, 2017, we, our operating company, our operating~~Certain subsidiaries ~~and GLP Finance Corp.,~~of ours, as borrowers, ~~entered into~~and we and certain of our subsidiaries, as guarantors, have a ~~third amended and restated~~$1.3 billion senior secured credit ~~agreement, with aggregate commitments available in the amount of $1.3 billion.~~facility. We repay amounts outstanding and reborrow funds based on our working capital requirements and, therefore, classify as a current liability the portion of the working capital revolving credit facility we expect to pay down during the course of the year. The long-term portion of the working capital revolving credit facility is the amount we expect to be outstanding during the entire year. The credit agreement matures on April 30, 2020.

There are two facilities under the credit agreement:

a working capital revolving credit facility to be used for working capital purposes and letters of credit in the principal amount equal to the lesser of our borrowing base and $850.0 million; and

a $450.0 million revolving credit facility to be used for acquisitions, joint ventures, capital expenditures, letters of credit and general corporate purposes.

In addition, the credit agreement has an accordion feature whereby we may request on the same terms and conditions then applicable to the credit agreement, provided no Event of Default (as defined in the credit agreement) then exists, an increase to the working capital revolving credit facility, the revolving credit facility, or both, by up to another $300.0 million, in the aggregate, for a total credit facility of up to $1.6 billion. Any such request for an increase must be in a minimum amount of $25.0 million. We cannot provide assurance, however, that our lending group will agree to fund any request by us for additional amounts in excess of the total available commitments of $1.3 billion.

In addition, the credit agreement includes a swing line pursuant to which Bank of America, N.A., as the swing line lender, may make swing line loans in U.S. dollars in an aggregate amount equal to the lesser of (a) $75.0 million and (b) the Aggregate WC Commitments (as defined in the credit agreement). Swing line loans will bear interest at the Base Rate (as defined in the credit agreement). The swing line is a sub-portion of the working capital revolving credit facility and is not an addition to the total available commitments of $1.3 billion.

Borrowings under the credit agreement are available in U.S. dollars and Canadian dollars. The aggregate amount of loans made under the credit agreement denominated in Canadian dollars cannot exceed $200.0 million.

Availability under the working capital revolving credit facility is subject to a borrowing base which is redetermined from time to time and based on specific advance rates on eligible current assets. ~~Under the credit agreement, borrowings under the working capital revolving credit facility cannot exceed the then current borrowing base.~~ Availability under the borrowing base may be affected by events beyond our control, such as changes in petroleum product prices, collection cycles, counterparty performance, advance rates and limits and general economic conditions. These and other events could require us to seek waivers or amendments of covenants or alternative sources of financing or to reduce expenditures. We can provide no assurance that such waivers, amendments or alternative financing could be obtained or, if obtained, would be on terms acceptable to us.

Borrowings under the working capital revolving credit facility bear interest at (1) the Eurocurrency rate plus 2.00% to 2.50%, (2) the cost of funds rate plus 2.00% to 2.50%, or (3) the base rate plus 1.00% to 1.50%, each depending on the Utilization Amount (as defined in the credit agreement). Borrowings under the revolving credit facility bear interest at (1) the Eurocurrency rate plus 2.00% to 3.00%, (2) the cost of funds rate plus 2.00% to 3.00%, or (3) the

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~~base rate plus 1.00% to 2.00%, each depending on the Combined Total Leverage Ratio (as defined in the credit agreement).~~

The average interest rates for the credit agreement were ~~3.7%~~4.3% and ~~3.4%~~3.7% for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively and ~~3.6%~~4.1% and 3.6% for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively. The increase for the three and nine months ended September 30, 2018 compared to the three and nine months ended September 30, 2017 ~~compared to the three months ended September 30, 2016~~ was due to increases in market interest rates.

The credit agreement provides for a letter of credit fee equal to the then applicable working capital rate or then applicable revolver rate (each such rate as defined in the credit agreement) per annum for each letter of credit issued. In addition, we incur a commitment fee on the unused portion of each facility under the credit agreement, ranging from 0.35% to 0.50% per annum.

As of September 30, ~~2017,~~2018, we had total borrowings outstanding under the credit agreement of ~~$329.2~~$651.9 million, including ~~$190.0~~$244.2 million outstanding on the revolving credit facility. In addition, we had outstanding letters of credit of ~~$26.3~~$58.8 million. Subject to borrowing base limitations, the total remaining availability for borrowings and letters of credit was ~~$944.5~~$589.3 million and ~~$764.8~~$810.3 million at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

The credit agreement is secured by substantially all of our assets and the assets of our wholly owned subsidiaries and is guaranteed by us and our subsidiaries, Bursaw Oil LLC, Global Partners Energy Canada ULC, Warex Terminals Corporation, Drake Petroleum Company, Inc., Puritan Oil Company, Inc. and Maryland Oil Company, Inc.

The credit agreement also includes (i) a $25.0 million general secured indebtedness basket, (ii) a $25.0 million general investment basket, (iii) a $75.0 million secured indebtedness basket to permit the borrowers to enter into a Contango Facility (as defined in the credit agreement), (iv) a Sale/Leaseback Transaction (as defined in the credit agreement) basket of $100.0 million, and (v) a basket of $50.0 million in an aggregate amount over the life of the credit agreement for the purchase of our common units, provided that no Event of Default exists or would occur immediately following such purchase(s).

In addition, the credit agreement provides the ability for the borrowers to repay certain junior indebtedness, subject to a $100.0 million cap, so long as no Event of Default has occurred or will exist immediately after making such repayment.

The credit agreement imposes financial covenants that require us to maintain certain minimum working capital amounts, a minimum combined interest coverage ratio, a maximum senior secured leverage ratio and a maximum total leverage ratio. We were in compliance with the foregoing covenants at September 30, ~~2017.~~2018. The credit agreement also contains a representation whereby there can be no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect (as defined in the credit agreement). In addition, the credit agreement limits distributions by us to our unitholders to the amount of Available Cash (as defined in the partnership agreement).

Please read Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Credit Agreement” in our Annual Report on Form 10-K for the year ended December 31, 2017 for additional information on the credit agreement.

Senior Notes

We had 6.25% senior notes due 2022 and 7.00% senior notes due 2023 outstanding at ~~June~~September 30, ~~2017.~~2018. Please read ~~Note 6~~Part II, Item 7, “Management’s Discussion and Analysis of ~~Notes to Consolidated~~ Financial ~~Statements~~Condition and Results of Operations—Credit Agreement” in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 for additional information on these senior notes.

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Financing Obligations

Capitol Acquisition

On June 1, 2015, we acquired retail gasoline stations and dealer supply contracts from Capitol Petroleum Group (“Capitol”). In connection with the acquisition, we assumed a financing obligation of $89.6 million associated with two sale-leaseback transactions by Capitol for 53 leased sites that did not meet the criteria for sale accounting. During the

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terms of these leases, which expire in May 2028 and September 2029, in lieu of recognizing lease expense for the lease rental payments, we incur interest expense associated with the financing obligation. Interest expense of approximately $2.3 million and $2.4 million was recorded for ~~each of~~ the three months ended September 30, 2018 and 2017, respectively, and ~~2016,~~$7.0 million and $7.2 million was recorded for ~~each of~~ the nine months ended September 30, 2018 and 2017, ~~and 2016, and~~respectively, which is included in interest expense in the accompanying consolidated statements of operations. The financing obligation will amortize through expiration of the leases based upon the lease rental payments which were $2.4 million for each of the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017 and $7.2 million ~~and $7.1 million~~ for each of the nine months ended September 30, ~~2017~~2018 and ~~2016, respectively.~~2017. The financing obligation balance outstanding at September 30, ~~2017~~2018 was ~~$89.9~~$87.6 million associated with the Capitol acquisition.

Sale-Leaseback Transaction

On June 29, 2016, we sold to a premier institutional real estate investor (the “Buyer”) real property assets, including the buildings, improvements and appurtenances thereto, at 30 gasoline stations and convenience stores located in Connecticut, Maine, Massachusetts, New Hampshire and Rhode Island (the “Sale-Leaseback Sites”) for a purchase price of approximately $63.5 million. In connection with the sale, we entered into a Master Unitary Lease Agreement with the Buyer to lease back the real property assets sold with respect to the Sale-Leaseback Sites (such Master Lease Agreement, together with the Sale-Leaseback Sites, the “Sale-Leaseback Transaction”). The Master Unitary Lease Agreement provides for an initial term of fifteen years that expires in 2031. We have one successive option to renew the lease for a ten-year period followed by two successive options to renew the lease for five-year periods on the same terms, covenants, conditions and rental as the primary non-revocable lease term. We do not have any residual interest nor the option to repurchase any of the sites at the end of the lease term. The proceeds from the Sale-Leaseback Transaction were used to reduce indebtedness outstanding under our revolving credit facility.

The sale did not meet the criteria for sale accounting as of September 30, 2017 due to prohibited continuing involvement. Specifically, the sale is considered a partial-sale transaction, which is a form of continuing involvement as we did not transfer to the Buyer the storage tank systems which are considered integral equipment of the Sale-Leaseback Sites. Additionally, a portion of the sold sites have material sub-lease arrangements, which is also a form of continuing involvement. As the sale of the Sale-Leaseback Sites did not meet the criteria for sale accounting, we did not recognize a gain or loss on the sale of the Sale-Leaseback Sites for the three and nine months ended September 30, 2017.

As a result of not meeting the criteria for sale accounting for these sites, the Sale-Leaseback Transaction is accounted for as a financing arrangement. As such, the property and equipment sold and leased back by us has not been derecognized and continues to be depreciated. We recognized a corresponding financing obligation of $62.5 million equal to the $63.5 million cash proceeds received for the sale of these sites, net of $1.0 million financing fees. During the term of the lease, which expires in June 2031, in lieu of recognizing lease expense for the lease rental payments, we incur interest expense associated with the financing obligation. Lease rental payments are recognized as both interest expense and a reduction of the principal balance associated with the financing obligation. Interest expense and lease rental payments were $1.1 million for each of the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017 and $3.3 million ~~and $1.1 million~~ for each of the nine months ended September 30, ~~2017~~2018 and ~~2016, respectively.~~2017. The financing obligation balance outstanding at September 30, ~~2017~~2018 was $62.5 million associated with the Sale-Leaseback Transaction.

Deferred Financing Fees

We incur bank fees related to our credit agreement and other financing arrangements. These deferred financing fees are capitalized and amortized over the life of the credit agreement or other financing arrangements. ~~In connection with the amendment to the credit agreement in April 2017, we capitalized additional financing fees of $8.0 million.~~ We had unamortized deferred financing fees of ~~$17.2~~$11.9 million and ~~$14.1~~$15.9 million at September 30, ~~2017and~~2018 and December 31, ~~2016,~~2017, respectively.

Unamortized fees related to the credit agreement are included in other current assets and other long-term assets and amounted to ~~$10.6~~$6.5 million and ~~$6.5~~$9.6 million at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. Unamortized fees related to the senior notes are presented as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, and amounted to ~~$5.7~~$4.5 million and ~~$6.6~~$5.4 million at September 30, ~~2017~~2018 and

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December 31, ~~2016,~~2017, respectively. Unamortized fees related to the Sale-Leaseback Transaction are presented as a direct deduction from the carrying amount of the financing obligation and amounted to $0.9 million ~~and $1.0 million~~ at both September 30, ~~2017~~2018 and December 31, ~~2016, respectively.~~2017.

On April 25, 2017, we entered into the credit agreement, a new facility that ~~has~~ extended the maturity date and reduced the total commitment of the prior credit agreement. As a result, we incurred expenses of approximately ~~$0.6~~

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$0.6 million associated with the write-off of a portion of the related deferred financing fees. These expenses are included in interest expense in the accompanying consolidated statements of operations for the nine months ended September 30, 2017.

On February 24, 2016, under our prior credit agreement, we voluntarily elected to reduce our working capital revolving credit facility from $1.0 billion to $900.0 million and our revolving credit facility from $775.0 million to $575.0 million. As a result, we incurred expenses of approximately $1.8 million associated with the write-off of a portion of the related deferred financing fees. These expenses are included in interest expense in the accompanying statement of operations for the nine months ended September 30, 2016.

Off-Balance Sheet Arrangements

We have no off-balance sheet ~~arrangements.~~arrangements other than those disclosed under “—Liquidity and Capital Resources—Contractual Obligations.”

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates under different assumptions or conditions.

These estimates are based on our knowledge and understanding of current conditions and actions that we may take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant impact on our financial condition and results of operations and are recorded in the period in which they become known. We have identified the following estimates that, in our opinion, are subjective in nature, require the exercise of judgment, and involve complex analysis: inventory, leases, revenue recognition, derivative financial instruments, goodwill, evaluation of intangibles, evaluation of long-lived assets, environmental and other liabilities and related party transactions.

The significant accounting policies and estimates that we have adopted and followed in the preparation of our consolidated financial statements are detailed in Note 2 of Notes to Consolidated Financial Statements, “Summary of Significant Accounting Policies” included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017. There have been no subsequent changes in these policies and estimates that had a significant impact on our financial condition and results of operations for the periods covered in this ~~report.~~report, except as described in Note 1 of Notes to Consolidated Financial Statements herein for trustee taxes and in Note 2 of Notes to Consolidated Financial Statements herein for the adoption of ASU 2014-09, “Revenue from Contracts with Customers,” including modifications to that standard thereafter, and now codified as ASC 606 which we adopted on January 1, 2018.

Recent Accounting Pronouncements

A description and related impact expected from the adoption of certain new accounting pronouncements is provided in Note 2022 of Notes to Consolidated Financial Statements included elsewhere in this report.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices. The principal market risks to which we are exposed are interest rate risk and commodity risk. We currently utilize an interest rate swap to manage exposure to interest rate risk and various derivative instruments to manage exposure to commodity risk.

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Interest Rate Risk

We utilize variable rate debt and are exposed to market risk due to the floating interest rates on our credit agreement. Therefore, from time to time, we utilize interest rate collars, swaps and caps to hedge interest obligations on specific and anticipated debt issuances.

As of September 30, ~~2017,~~2018, we had total borrowings outstanding under our credit agreement of ~~$329.2~~$651.9 million. Please read Part I, Item 2. “Management’s Discussion and Analysis—Liquidity and Capital Resources—Credit Agreement,” for information on interest rates related to our borrowings. The impact of a 1% increase in the interest rate on this amount of debt would have resulted in an increase in interest expense, and a corresponding decrease in our results of operations, of approximately ~~$3.3~~$6.5 million annually, assuming, however, that our indebtedness remained constant throughout the year.

At September 30, ~~2017,~~2018, we had in place one interest rate swap agreement which is hedging $100.0 million of variable rate debt and continues to be accounted for as a cash flow hedge. This interest rate swap expired on October 2, 2018.

See Note 89 of Notes to Consolidated Financial Statements for additional information on our derivative instruments.

Commodity Risk

We hedge our exposure to price fluctuations with respect to refined petroleum products, renewable fuels, crude oil and gasoline blendstocks in storage and expected purchases and sales of these commodities. 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. Our policy is generally to purchase only products for which we have a market and to structure our sales contracts so that price fluctuations do not materially affect our profit. While our policies are designed to minimize market risk, as well as inherent basis risk, exposure to fluctuations in market conditions remains. Except for the controlled trading program discussed below, we do not acquire and hold futures contracts or other derivative products for the purpose of speculating on price changes that might expose us to indeterminable losses.

While we seek to maintain a position that is substantially balanced within our commodity product purchase and sales activities, we may experience net unbalanced positions for short periods of time as a result of variances in daily purchases and sales and transportation and delivery schedules as well as other logistical issues inherent in the business, such as weather conditions. In connection with managing these positions, we are aided by maintaining a constant presence in the marketplace. We also engage in a controlled trading program for up to an aggregate of 250,000 barrels of commodity products at any one point in time. Changes in the fair value of these derivative instruments are recognized in the consolidated statements of operations through cost of sales. In addition, because a portion of our crude oil business may be conducted in Canadian dollars, we may use foreign currency derivatives to minimize the risks of unfavorable exchange rates. These instruments may include foreign currency exchange contracts and forwards. In conjunction with entering into the commodity derivative, we may enter into a foreign currency derivative to hedge the resulting foreign currency risk. These foreign currency derivatives are generally short-term in nature and not designated for hedge accounting.

We utilize exchange-traded futures contracts and other derivative instruments to minimize or hedge the impact of commodity price changes on our inventories and forward fixed price commitments. Any hedge ineffectiveness is reflected in our results of operations. We utilize regulated exchanges, including the NYMEX, CME and ICE, which are exchanges for the respective commodities that each trades, thereby reducing potential delivery and supply risks.

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Generally, our practice is to close all exchange positions rather than to make or receive physical deliveries. With respect to other products such as ethanol, which may not have a correlated exchange contract, we enter into derivative agreements with counterparties that we believe have a strong credit profile, in order to hedge market fluctuations and/or lock-in margins relative to our commitments.

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At September 30, ~~2017,~~2018, the fair value of all of our commodity risk derivative instruments and the change in fair value that would be expected from a 10% price increase or decrease are shown in the table below (in thousands):



	Fair Value at		Gain (Loss)				Fair Value at		Gain (Loss)
	September 30,		Effect of 10%		Effect of 10%		September 30,		Effect of 10%		Effect of 10%
	2017		Price Increase		Price Decrease		2018		Price Increase		Price Decrease
Exchange traded derivative contracts	$	(39,185)	$	(19,615)	$	19,615	$	(16,307)	$	(46,660)	$	46,660
Forward derivative contracts		(5,759)		(803)		803		(6,663)		3,643		(3,643)
	$	(44,944)	$	(20,418)	$	20,418
Total							$	(22,970)	$	(43,017)	$	43,017

The fair values of the futures contracts are based on quoted market prices obtained from the NYMEX, CME and ICE. The fair value of the swaps and option contracts are estimated based on quoted prices from various sources such as independent reporting services, industry publications and brokers. These quotes are compared to the contract price of the swap, which approximates the gain or loss that would have been realized if the contracts had been closed out at September 30, ~~2017.~~2018. For positions where independent quotations are not available, an estimate is provided, or the prevailing market price at which the positions could be liquidated is used. All hedge positions offset physical exposures to the physical market; none of these offsetting physical exposures are included in the above table. Price-risk sensitivities were calculated by assuming an across-the-board 10% increase or decrease in price regardless of term or historical relationships between the contractual price of the instruments and the underlying commodity price. In the event of an actual 10% change in prompt month prices, the fair value of our derivative portfolio would typically change less than that shown in the table due to lower volatility in out-month prices. We have a daily margin requirement to maintain a cash deposit with our brokers based on the prior day’s market results on open futures contracts. The balance of this deposit will fluctuate based on our open market positions and the commodity exchange’s requirements. The brokerage margin balance was ~~$12.4~~$15.2 million at September 30, ~~2017.~~2018.

We are exposed to credit loss in the event of nonperformance by counterparties to our exchange-traded derivative contracts, physical forward contracts, and swap agreements. We anticipate some nonperformance by some of these counterparties which, in the aggregate, we do not believe at this time will have a material adverse effect on our financial condition, results of operations or cash available for distribution to our unitholders. Exchange-traded derivative contracts, the primary derivative instrument utilized by us, are traded on regulated exchanges, greatly reducing potential credit risks. We utilize primarily three clearing brokers, all major financial institutions, for all NYMEX, CME and ICE derivative transactions and the right of offset exists with these financial institutions. Accordingly, the fair value of our exchange-traded derivative instruments is presented on a net basis in the consolidated balance sheet. Exposure on physical forward contracts and swap agreements is limited to the amount of the recorded fair value as of the balance sheet dates.

Item 4.Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our principal executive officer and principal financial officer, management evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were operating and effective as of September 30, ~~2017.~~

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2018.

Changes in Internal Control Over Financial Reporting

On August 1, 2017, we completed the implementation of new trade capture and transaction processing systems to replace certain of our legacy computer systems used within our Wholesale and Commercial segments. We will continue to make appropriate changes to internal controls and procedures to conform to these new systems. The new systems have automated certain manual processes and standardized business reporting. Management will continue to evaluate and monitor our internal controls as each of the affected areas evolves.

~~Other than as described above,there~~There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, ~~2017~~2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.Legal Proceedings

~~General~~

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 a party to any litigation that will have a material adverse impact on our financial condition or results of operations. Except as described below andThe information required by this item is included in Note ~~10 in this Quarterly Report on Form 10-Q, we are not aware~~21 of ~~any significant legal or governmental proceedings against us, or contemplated~~Notes to ~~be brought against us. We maintain insurance policies with insurers in amounts~~Consolidated Financial Statements and with coverage and deductibles as our general partner believes are reasonable and prudent. However, we can provide no assurance that this insurance will be adequate to protect us from all material expenses related to potential future claims or that these levels of insurance will be available in the future at economically acceptable prices.

~~Other~~

During the second quarter ended June 30, 2016, we determined that gasoline loaded from certain loading bays at one of our terminals did not contain the necessary additives as a result of an IT-related configuration error. The error was corrected and all gasoline being sold at the terminal now contains the appropriate additives. Based upon current information, we believe approximately 14 million gallons of gasoline were impacted. We have notified the EPA of this error. As a result of this error, we could be subject to fines, penalties and other related claims, including customer claims.

In February 2016, we received a request for information from the EPA seeking certain information regarding our Albany terminal in order to assess its compliance with the CAA. The information requested generally related to crude oil receivedis incorporated herein by stored at and shipped from our petroleum product transloading facility in Albany, New York (the “Albany Terminal”), including its composition, control devices for emissions and various permitting-related considerations. The Albany Terminal is a 63-acre licensed, permitted and operational stationary bulk petroleum storage and transfer terminal that currently consists of petroleum product storage tanks, along with truck, rail and marine loading facilities, for the storage, blending and distribution of various petroleum and related products, including gasoline, ethanol, distillates, heating and crude oils. No violations were alleged in the request for information. We submitted responses and documentation, in March and April 2016, to the EPA in accordance with the EPA request. On August 2, 2016, we received a Notice of Violation (“NOV”) from the EPA, alleging that permits for the Albany Terminal, issued by the New York State Department of Environmental Conservation (“NYSDEC”) between August 9, 2011 and November 7, 2012, violated the CAA and the federally enforceable New York State Implementation Plan (“SIP”) by increasing throughput of crude oil at the Albany Terminal without complying with the New Source Review (“NSR”) requirements of the SIP. The applicable permits issued by the NYSDEC to us in 2011 and 2012 specifically authorize us to increase the throughput of crude oil at the Albany Terminal. According to the allegations in the NOV, the NYSDEC permits should have been regulated as a major modification under the NSR program, requiring additional emission control measures and compliance with other NSR requirements. The NYSDEC has not alleged that our permits were subject to the NSR program. The CAA authorizes the EPA to take enforcement action in response to violations of the New York SIP seeking compliance and penalties. We believe that the permits issued by the NYSDEC comply with the CAA and applicable state air permitting requirements and that no material violation of law has occurred. We dispute the claims alleged in the NOV and responded to the EPA in September 2016. We met with the EPA and provided additional information at the agency’s request. On December 16, 2016, the EPA proposed a Settlement Agreement in a letter to us relating to the allegations in the NOV. On January 17, 2017, we responded to the EPA indicating that the EPA had failed to explain or provide support for its allegations and that the EPA needed to better explain its positions and the evidence on which it was relying. The EPA did not respond with such evidence but instead requested that the Partnership enter into a further tolling agreement. We have signed a number of tolling agreements with respect to this matter and such agreements currently extend through February 28, 2018. To date, the EPA has not taken any further formal action with respect to the NOV.reference.

By letter dated October 5, 2015, we received a notice of intent to sue (“October NOI”), which supersedes and replaces a prior notice of intent to sue that we received on September 1, 2015 (the “September NOI”) from Earthjustice,

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an environmental advocacy organization on behalf of the County of Albany, New York, a public housing development owned and operated by the Albany Housing Authority and certain environmental organizations, related to alleged violations of the CAA, particularly with respect to crude oil operations at the Albany Terminal. The October NOI superseded and replaced the September NOI to add two additional environmental advocacy organizations and to revise the relief sought and the description of the alleged CAA violations.

On February 3, 2016, after the NYSDEC chose not to act on the allegations, Earthjustice and the other entities identified in the October NOI filed suit against us in federal court in Albany under the citizen suit provisions of the CAA. In summary, this lawsuit alleges that certain of our operations at the Albany Terminal are in violation of the CAA. The plaintiffs seek, among other things, relief that would compel us both to apply for what the plaintiffs contend is the applicable permit under the CAA, and to install additional pollution controls. In addition, the plaintiffs seek to prohibit the Albany Terminal from receiving, storing, handling, and marine loading certain types of Bakken crude oil and to require payment of a civil penalty of $37,500 for each day we operated the Albany Terminal in violation of the CAA. We believe that we have meritorious defenses against all allegations. On February 26, 2016, we filed a motion to dismiss the CAA action. On September 26, 2017, the United States District Court granted the Partnership’s motion to dismiss the suit in its entirety. The plaintiffs have filed a Notice of Appeal with the Second Circuit Court of Appeals.

By letter dated January 25, 2017, we received a notice of intent to sue (the “2017 NOI”) from Earthjustice related to alleged violations of the CAA; specifically alleging that we were operating the Albany Terminal without a valid CAA Title V Permit. On February 9, 2017, we responded to Earthjustice advising that the 2017 NOI was without factual or legal merit and that we would move to dismiss any action commenced by Earthjustice. No action was taken by either the EPA or the NYSDEC with regard to the Earthjustice allegations. At this time, there has been no further action taken by Earthjustice. Neither the EPA nor the NYSDEC has followed up on the 2017 NOI. The Albany Terminal is currently operating pursuant to its Title V Permit. We believe that we have meritorious defenses against all allegations.

On May 29, 2015 and in connection with a commercial dispute with Tethys Trading Company LLC (“Tethys”), we received a notice from Tethys alleging a default under, and purporting to terminate, our contract with Tethys for crude oil services at our Oregon facility. However, we do not believe Tethys had the right to terminate the contract, and we will continue to investigate and determine the appropriate action to take to enforce our rights under the agreement.

On March 26, 2015, we received a Notice of Non-Compliance (“NON”) from the Massachusetts Department of Environmental Protection (“DEP”) with respect to the Revere Terminal, alleging certain violations of the National Pollutant Discharge Elimination System Permit (“NPDES Permit”) related to storm water discharges. The NON required us to submit a plan to remedy the reported violations of the NPDES Permit. We have responded to the NON with a plan and have implemented modifications to the storm water management system at the Revere Terminal in accordance with the plan. We have requested that the DEP acknowledge completion of the required modifications to the storm water management system in satisfaction of the NON. While no response has yet been received, we believe that compliance with the NON has been achieved, and implementation of the plan will have no material impact on our operations.

We received letters from the EPA dated November 2, 2011 and March 29, 2012, containing requirements and testing orders (collectively, the “Requests for Information”) for information under the CAA. The Requests for Information were part of an EPA investigation to determine whether we have violated sections of the CAA at certain of our terminal locations in New England with respect to residual oil and asphalt. On June 6, 2014, a NOV was received from the EPA, alleging certain violations of its Air Emissions License issued by the Maine Department of Environmental Protection, based upon the test results at the South Portland, Maine terminal. We met with and provided additional information to the EPA with respect to the alleged violations. On April 7, 2015, the EPA issued a Supplemental Notice of Violation (the “Supplemental NOV”) modifying the allegations of violations of the terminal’s Air Emissions License. We have responded to the Supplemental NOV and engaged in further negotiations with the EPA. A tolling agreement was executed with the United States on December 1, 2015, which has currently been extended through February 28, 2018. While we do not believe that a material violation has occurred, and we contest the allegations presented in the NOV and Supplemental NOV, we do not believe any adverse determination in connection with the NOV would have a material impact on our operations.

~~Table of Contents~~

Item 1A.Risk Factors

In addition to other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2017, which could materially affect our business, financial condition or future results.

Item 6.Exhibits

(a)

Exhibits


3.1	—	Certificate of Limited Partnership of Global Partners LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on May 10, 2005).

3.2	—	~~Third~~Fourth Amended and Restated Agreement of Limited Partnership of Global Partners LP dated as of ~~December 9, 2009~~August 7, 2018 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on ~~December 15, 2009)~~August 7, 2018).

4.1	—	Indenture, dated as of June 24, 2014, among the Issuers, the Guarantors, and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 25, 2014).

4.2	—	Indenture, dated as of June 4, 2015, among the Issuers, the Guarantors, and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 4, 2015).

10.1*	—	First Amendment to Third Amended and Restated Credit Agreement dated September 10, 2018.

10.2*	—	Second Amendment to Third Amended and Restated Credit Agreement dated September 10, 2018.

10.3^	—	Global Partners LP 2018 Long-Term Cash Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 12, 2018).

10.4^	—	Global Partners LP 2018 Long-Term Cash Incentive Plan Form of Award Agreement (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on October 12, 2018).

31.1*	—	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer of Global GP LLC, general partner of Global Partners LP.

31.2*	—	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of Global GP LLC, general partner of Global Partners LP.

32.1†	—	Section 1350 Certification of Chief Executive Officer of Global GP LLC, general partner of Global Partners LP.

32.2†	—	Section 1350 Certification of Chief Financial Officer of Global GP LLC, general partner of Global Partners LP.

101.INS*	—	XBRL Instance Document.
101.SCH*	—	XBRL Taxonomy Extension Schema Document.
101.CAL*	—	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*	—	XBRL Taxonomy Extension Labels Linkbase Document.

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101.PRE*

—

XBRL Taxonomy Extension Presentation Linkbase Document.

101.PRE*

—

XBRL Taxonomy Extension Definition Linkbase Document.

*Filed herewith.

^ Management contract or compensatory plan or arrangement.

†Not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section.

8187

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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.


	GLOBAL PARTNERS LP
	By:	Global GP LLC,
		its general partner


Dated: November 8, ~~2017~~2018		By:	/s/ Eric Slifka
			Eric Slifka
			President and Chief Executive Officer
			(Principal Executive Officer)


Dated: November 8, ~~2017~~2018		By:	/s/ Daphne H. Foster
			Daphne H. Foster
			Chief Financial Officer
			(Principal Financial Officer)

8288


	Three Months Ended September 30, 2017								Three Months Ended September 30, 2016
			Limited		General						Limited		General
			Partner		Partner						Partner		Partner
Numerator:	Total		Interest		Interest		IDRs		Total		Interest		Interest		IDRs
Net income (loss) attributable to Global Partners LP	$	14,878	$	14,778	$	100	$	—	$	(119,551)	$	(118,750)	$	(801)	$	—
Declared distribution	$	15,829	$	15,723	$	106	$	—	$	15,829	$	15,723	$	106	$	—
Assumed allocation of undistributed net income (loss)		(951)		(945)		(6)		—		(135,380)		(134,473)		(907)		—
Assumed allocation of net income (loss)	$	14,878	$	14,778	$	100	$	—	$	(119,551)	$	(118,750)	$	(801)	$	—

Denominator:
Basic weighted average limited partner units outstanding				33,644								33,531
Dilutive effect of phantom units				301								—
Diluted weighted average limited partner units outstanding				33,945								33,531
Basic net income (loss) per limited partner unit			$	0.44							$	(3.54)
Diluted net income (loss) per limited partner unit (1)			$	0.44							$	(3.54)


	Nine Months Ended September 30, 2017								Nine Months Ended September 30, 2016
			Limited		General						Limited		General
			Partner		Partner						Partner		Partner
Numerator:	Total		Interest		Interest		IDRs		Total		Interest		Interest		IDRs
Net income (loss) attributable to Global Partners LP	$	40,198	$	39,928	$	270	$	—	$	(133,885)	$	(132,988)	$	(897)	$	—
Declared distribution	$	47,487	$	47,169	$	318	$	—	$	47,487	$	47,169	$	318	$	—
Assumed allocation of undistributed net income (loss)		(7,289)		(7,241)		(48)		—		(181,372)		(180,157)		(1,215)		—
Assumed allocation of net income (loss)	$	40,198	$	39,928	$	270	$	—	$	(133,885)	$	(132,988)	$	(897)	$	—

Denominator:
Basic weighted average limited partner units outstanding				33,570								33,522
Dilutive effect of phantom units				269								—
Diluted weighted average limited partner units outstanding				33,839								33,522
Basic net income (loss) per limited partner unit			$	1.19							$	(3.97)
Diluted net income (loss) per limited partner unit (1)			$	1.18							$	(3.97)


Balance at December 31, 2016	$	294,768
Disposals (1)		(3,313)
Balance at September 30, 2017	$	291,455