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INVESTOR
PRESENTATION
May 2018
FORWARD-LOOKING STATEMENTS
2
Some of the statements in this presentation constitute “forward-looking statements” about Sunoco LP (“SUN”, “we”, “our, and
“us”) that involve risks, uncertainties and assumptions, including, without limitation, the expected future performance of SUN
(including expected results of operations and financial guidance), and SUN’s future financial condition, operating results, strategy
and plans. These forward-looking statements generally can be identified by use of phrases such as “believe,” “plan,” “expect,”
“anticipate,” “intend,” “forecast” or other similar words or phrases in conjunction with a discussion of future operating or financial
performance. Descriptions of SUN’s and its affiliates’ objectives, goals, targets, plans, strategies, costs, anticipated capital
expenditures, expected cost savings, potential acquisitions and related financial projections are also forward-looking statements.
These statements represent present expectations or beliefs concerning future events and are not guarantees. Such statements speak
only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.
We caution that forward-looking statements involve risks and uncertainties and are qualified by important factors that could cause
actual events or results to differ materially from those expressed or implied in any such forward-looking statements. For a
discussion of these factors and other risks and uncertainties, please refer to SUN’s filings with the Securities and Exchange
Commission (the “SEC”), including those contained in SUN’s 2017 Annual Report on Form10-K and Quarterly Reports on
Form10-Q which are available at the SEC’s website at www.sec.gov.
This presentation includes certain non-GAAP financial measures as defined under SEC Regulation G. A reconciliation of those
measures to the most directly comparable GAAP measures is provided in this presentation. We define EBITDA as net income
before net interest expense, income tax expense and depreciation and amortization expense. Adjusted EBITDA further adjusts
EBITDA to reflect certain other non-recurring and non-cash items.
Investor Relations Contact Information:
Scott Grischow Derek Rabe, CFA
Senior Director, Treasury & Investor Relations Senior Analyst, Investor Relations & Finance
(214) 840-5660 (214) 840-5553
scott.grischow@sunoco.com derek.rabe@sunoco.com
3
LAYING THE FOUNDATION FOR THE FUTURE
● Executed business transformation
• Divested the majority of company-operated retail sites to 7-Eleven
• Includes ~2 billion gallons sold under 15-year, take-or-pay fuel supply agreement that grows an additional
500 million gallons over four years
• Converted 207 West Texas company-operated retail sites to our commission agent channel
• Retained material fuel distribution income and stable rental income
• Completed refinancing and equity repurchase initiatives
• Extended maturity profile by approximately four years and lowered cost of fixed rate debt by
approximately 100 basis points
• Reduced debt by over $2 billion
• Refinanced $2.2 billion of senior notes
• Repurchased over 17 million common limited partner units
• Redeemed $300 million of Series A Preferred units
● Utilized scale to grow core fuel distribution business and logistics business in April
• Acquired the wholesale fuel distribution business and terminal assets from Superior Plus Corporation
• Acquired 26 company-operated retail sites from 7-Eleven and converted into commission agent channel
4
Q1 2018 CONTINUING OPERATIONS RECONCILIATION
(1) Financial information presented reflects continuing and discontinued operations
(2) Financial information presented reflects continuing operations of the wholesale segment and Q1 retail operations including 207 West
Texas company-operated sites and 75 company-operated sites in Hawaii and along the New Jersey turnpike
(3) Includes transition and transaction related expenses related to the sale of our retail assets to 7-Eleven and the conversion of our West
Texas locations to commission agent sites
($ in millions)
Q1 2018
Consolidated
Operations
(1)
Q1 2018
Continuing
Operations
(2)
Income (loss) from continuing operations ($78) ($78)
Loss from discontinued operations, net of income taxes (237)
Net income (loss) and comprehensive income (loss)
(3)
($315) ($78)
Depreciation, amortization and accretion 49 49
Interest expense, net 36 34
Income tax expense (benefit) 204 31
EBITDA ($26) $36
Non-cash compensation expense 3 3
Loss on disposal of assets and impairment charges 26 3
Loss on extinguishment of debt and other 129 109
Unrealized loss on commodity derivatives 0 0
Inventory adjustments (26) (25)
Other non-cash adjustment 3 3
Adjusted EBITDA $109 $129
Reconciliation of Net Income To Adjusted EBITDA
5
GUIDANCE ON THE NEW BUSINESS MODEL
Operating
Expenses
G&A
Expenses
Rent
Expenses
Cents Per
Gallon
Maintenance
Capital
Growth
Capital
~$325 million ~$140 million ~$75 million 8.0 to 9.5 range ~$40 million ~$90 million
• We expect a
significant
reduction to
our run rate
expenses
with the exit
of the retail
business
• The
elimination
of back
office
support
required to
run the retail
business
reduces run
rate G&A
expenses
• We expect
rent expense
for leased
wholesale
locations to
be consistent
over the long
run
• Our range
reflects the new
business model
with a
significant
fixed-fee
contract
• The range
represents
potential
quarterly
fluctuations but
we expect to be
at the high end
of our range
on an annual
basis
• Maintenance
capital will
be focused
on ensuring
quality of
operations
• Growth
capital will
be focused
on
profitably
growing
wholesale
volumes
• The exit of
the retail
business
eliminates
new-to-
industry
builds
6
KEY INVESTMENT HIGHLIGHTS OF THE NEW BUSINESS MODEL
Significant
Economies Of
Scale
Portfolio Of
Stable Income
Streams
Runway Of
Diversified
Growth
Lean Capital
And Expense
Structure With
A Disciplined
Financial
Strategy
Attractive Fuel
Distribution
Sector
1
2 3
45
7
SIGNIFICANT ECONOMIES OF SCALE TO THRIVE IN AN
ATTRACTIVE FUEL DISTRIBUTION SECTOR
● Fuel distribution sector remains robust
• Fuel distribution margins have been attractive and stable
• 2016 and 2017 U.S. gasoline demand was highest on record at 9.3 MBD (1)
● SUN is well positioned to capitalize on sector opportunities
• Scale: Over 8 billion gallons a year
• Purchase the majority of fuel at bulk and sell at branded prices
• Brand Power and Options: Continue to sign up new Sunoco-branded dealers and distributors
• Also one of largest distributors of Exxon, Chevron and Valero brands in U.S.
● Focus on fuel distribution makes SUN a compelling investment in a rising, flat or declining fuel
demand environment
• Rising
• Higher fuel demand equates to more gallons sold and more opportunities
• Flat or Declining
• Growing excess of U.S. refining capacity provides support for fuel distribution…we are short in a long
market
• Fragmentation provides synergetic acquisition opportunities and allows SUN to further increase our
market share
1 2&
(1) Source: U.S. Energy Information Administration
Other
~15%(1)
Rental
~15%(1)
Fuel
~70%(1)
PORTFOLIO OF STABLE INCOME STREAMS
8
Portfolio of Diversified Channels
• 7-Eleven: 15-year take or pay
• Dealers
• Commission agents
• Distributors
• Commercial accounts
• Transmix operations
• Other fuel sales (Aloha, turnpikes)
3
Fuel margins(1) show stability over the past ~3 years
Rental Income
• SUN leases, or subleases, locations to third-party operators
• Stable, long-term income
Other Income
• Includes merchandise income, franchise revenue, credit card services, terminals, and ethanol
processing
~%ofGrossProfit
(1) Gross profit percentages and fuel margins are adjusted for impact of 7-Eleven divestment, 7-Eleven fuel supply agreement and the West Texas
commission agent arrangement
0.0¢
4.0¢
8.0¢
12.0¢
1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16 3Q'16 4Q'16 1Q'17 2Q'17 3Q'17 4Q'17 1Q'18
Average : 9.3¢
Minimum : 8.1¢
9
LEAN CAPITAL AND EXPENSE STRUCTURE WITH A DISCIPLINED
FINANCIAL STRATEGY
Maintain
Disciplined
Leverage Profile
Distribution
Coverage
Balanced
Financing
Strategy
Capital And
Overhead Light
Model
Liquidity
Target
~4.5x – 4.75x
Leverage Ratio
Target ~1.1x
Distribution
Coverage
Invest In Projects
That Support
Leverage And
Coverage Targets
Maintain Cost
Efficient Model
Through
Growth
Maintain Credit
Facility
Availability And
Secured Capacity
• Expect leverage
to reach target
range in 2018
• Maintain leverage
within the target
range on a go
forward basis
• Expect to
maintain current
distribution level
on a go forward
basis
• Projects evaluated
using a ~50/50
capital structure
• Investments must
be NPV positive
and accretive to
distributable cash
flow while
maintaining
leverage
• Maintenance
capital
requirements
reduced by
~50% for 2018
• G&A costs
reduced by
~50% for 2018
• Reduced reliance
on secured debt
provides greater
financing
flexibility
• Monitor credit
facility capacity
and access to
capital markets
4
10
RUNWAY OF DIVERSIFIED GROWTH
Grow Core
Fuels Logistics And
Distribution Business
Manage
Organic Growth
Expand Into
Adjacent Sectors
• Consolidation opportunities in
a highly fragmented sector
• The sector trades at reasonable
acquisition multiples
• Leverage scale to quickly
realize material synergies
• Utilize multi-channel strategy
to optimize returns on
acquired assets
• Obtain incremental business
from existing customers
• Leverage Sunoco brand as well
as other major fuel brands to
sign up new customers
• Diversify into adjacent sectors
to drive further income
stability
• Capitalize on current large fuel
distribution business to realize
synergies through acquisition
of logistics assets (e.g., product
terminals)
5
A long runway of growth while maintaining a disciplined financial strategy within our coverage
and leverage targets
LIQUIDITY AND CAPITAL STRUCTURE
(1) Reflects Revolving Credit Facility 2019 maturity balance of $0 as of the end of Q1 2018; excludes $8 million in standby letters of credit outstanding
-
As of 5/9/18
Current Yield
Maturity Balance(1)
Bid to Worst
$1.5bn Revolver Sep-19 $0
Other Debt - 113
Total Secured Debt $113
4.875% Senior Notes Jan-23 1,000 97.89 5.36%
5.500% Senior Notes Feb-26 800 96.51 6.07%
5.875% Senior Notes Mar-28 400 96.48 6.32%
Total Debt $2,313
(Less) Cash and Cash Equivalents (98)
Net Debt $2,215
Market Capitalization as of close on May 9, 2018 2,212
Enterprise Value $4,427
11
$1,500
$1,000
$800
$400
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028
Pro Forma Maturity Profile(1)
($ in millions)
● Strong liquidity position: $1.5 billion of undrawn
commitments under revolving credit facility
● January 2018 refinancing activity strengthened balance sheet
• Extended maturity profile by four years and lowered
cost of fixed rate debt by almost 100 basis points
● Reduced variable rate and secured debt
● Strengthened credit profile reflected in recent credit ratings
upgrades by S&P and Fitch
Senior NotesRevolving Credit Facility

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Sun investor presentation may 2018 final

  • 2. FORWARD-LOOKING STATEMENTS 2 Some of the statements in this presentation constitute “forward-looking statements” about Sunoco LP (“SUN”, “we”, “our, and “us”) that involve risks, uncertainties and assumptions, including, without limitation, the expected future performance of SUN (including expected results of operations and financial guidance), and SUN’s future financial condition, operating results, strategy and plans. These forward-looking statements generally can be identified by use of phrases such as “believe,” “plan,” “expect,” “anticipate,” “intend,” “forecast” or other similar words or phrases in conjunction with a discussion of future operating or financial performance. Descriptions of SUN’s and its affiliates’ objectives, goals, targets, plans, strategies, costs, anticipated capital expenditures, expected cost savings, potential acquisitions and related financial projections are also forward-looking statements. These statements represent present expectations or beliefs concerning future events and are not guarantees. Such statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement. We caution that forward-looking statements involve risks and uncertainties and are qualified by important factors that could cause actual events or results to differ materially from those expressed or implied in any such forward-looking statements. For a discussion of these factors and other risks and uncertainties, please refer to SUN’s filings with the Securities and Exchange Commission (the “SEC”), including those contained in SUN’s 2017 Annual Report on Form10-K and Quarterly Reports on Form10-Q which are available at the SEC’s website at www.sec.gov. This presentation includes certain non-GAAP financial measures as defined under SEC Regulation G. A reconciliation of those measures to the most directly comparable GAAP measures is provided in this presentation. We define EBITDA as net income before net interest expense, income tax expense and depreciation and amortization expense. Adjusted EBITDA further adjusts EBITDA to reflect certain other non-recurring and non-cash items. Investor Relations Contact Information: Scott Grischow Derek Rabe, CFA Senior Director, Treasury & Investor Relations Senior Analyst, Investor Relations & Finance (214) 840-5660 (214) 840-5553 scott.grischow@sunoco.com derek.rabe@sunoco.com
  • 3. 3 LAYING THE FOUNDATION FOR THE FUTURE ● Executed business transformation • Divested the majority of company-operated retail sites to 7-Eleven • Includes ~2 billion gallons sold under 15-year, take-or-pay fuel supply agreement that grows an additional 500 million gallons over four years • Converted 207 West Texas company-operated retail sites to our commission agent channel • Retained material fuel distribution income and stable rental income • Completed refinancing and equity repurchase initiatives • Extended maturity profile by approximately four years and lowered cost of fixed rate debt by approximately 100 basis points • Reduced debt by over $2 billion • Refinanced $2.2 billion of senior notes • Repurchased over 17 million common limited partner units • Redeemed $300 million of Series A Preferred units ● Utilized scale to grow core fuel distribution business and logistics business in April • Acquired the wholesale fuel distribution business and terminal assets from Superior Plus Corporation • Acquired 26 company-operated retail sites from 7-Eleven and converted into commission agent channel
  • 4. 4 Q1 2018 CONTINUING OPERATIONS RECONCILIATION (1) Financial information presented reflects continuing and discontinued operations (2) Financial information presented reflects continuing operations of the wholesale segment and Q1 retail operations including 207 West Texas company-operated sites and 75 company-operated sites in Hawaii and along the New Jersey turnpike (3) Includes transition and transaction related expenses related to the sale of our retail assets to 7-Eleven and the conversion of our West Texas locations to commission agent sites ($ in millions) Q1 2018 Consolidated Operations (1) Q1 2018 Continuing Operations (2) Income (loss) from continuing operations ($78) ($78) Loss from discontinued operations, net of income taxes (237) Net income (loss) and comprehensive income (loss) (3) ($315) ($78) Depreciation, amortization and accretion 49 49 Interest expense, net 36 34 Income tax expense (benefit) 204 31 EBITDA ($26) $36 Non-cash compensation expense 3 3 Loss on disposal of assets and impairment charges 26 3 Loss on extinguishment of debt and other 129 109 Unrealized loss on commodity derivatives 0 0 Inventory adjustments (26) (25) Other non-cash adjustment 3 3 Adjusted EBITDA $109 $129 Reconciliation of Net Income To Adjusted EBITDA
  • 5. 5 GUIDANCE ON THE NEW BUSINESS MODEL Operating Expenses G&A Expenses Rent Expenses Cents Per Gallon Maintenance Capital Growth Capital ~$325 million ~$140 million ~$75 million 8.0 to 9.5 range ~$40 million ~$90 million • We expect a significant reduction to our run rate expenses with the exit of the retail business • The elimination of back office support required to run the retail business reduces run rate G&A expenses • We expect rent expense for leased wholesale locations to be consistent over the long run • Our range reflects the new business model with a significant fixed-fee contract • The range represents potential quarterly fluctuations but we expect to be at the high end of our range on an annual basis • Maintenance capital will be focused on ensuring quality of operations • Growth capital will be focused on profitably growing wholesale volumes • The exit of the retail business eliminates new-to- industry builds
  • 6. 6 KEY INVESTMENT HIGHLIGHTS OF THE NEW BUSINESS MODEL Significant Economies Of Scale Portfolio Of Stable Income Streams Runway Of Diversified Growth Lean Capital And Expense Structure With A Disciplined Financial Strategy Attractive Fuel Distribution Sector 1 2 3 45
  • 7. 7 SIGNIFICANT ECONOMIES OF SCALE TO THRIVE IN AN ATTRACTIVE FUEL DISTRIBUTION SECTOR ● Fuel distribution sector remains robust • Fuel distribution margins have been attractive and stable • 2016 and 2017 U.S. gasoline demand was highest on record at 9.3 MBD (1) ● SUN is well positioned to capitalize on sector opportunities • Scale: Over 8 billion gallons a year • Purchase the majority of fuel at bulk and sell at branded prices • Brand Power and Options: Continue to sign up new Sunoco-branded dealers and distributors • Also one of largest distributors of Exxon, Chevron and Valero brands in U.S. ● Focus on fuel distribution makes SUN a compelling investment in a rising, flat or declining fuel demand environment • Rising • Higher fuel demand equates to more gallons sold and more opportunities • Flat or Declining • Growing excess of U.S. refining capacity provides support for fuel distribution…we are short in a long market • Fragmentation provides synergetic acquisition opportunities and allows SUN to further increase our market share 1 2& (1) Source: U.S. Energy Information Administration
  • 8. Other ~15%(1) Rental ~15%(1) Fuel ~70%(1) PORTFOLIO OF STABLE INCOME STREAMS 8 Portfolio of Diversified Channels • 7-Eleven: 15-year take or pay • Dealers • Commission agents • Distributors • Commercial accounts • Transmix operations • Other fuel sales (Aloha, turnpikes) 3 Fuel margins(1) show stability over the past ~3 years Rental Income • SUN leases, or subleases, locations to third-party operators • Stable, long-term income Other Income • Includes merchandise income, franchise revenue, credit card services, terminals, and ethanol processing ~%ofGrossProfit (1) Gross profit percentages and fuel margins are adjusted for impact of 7-Eleven divestment, 7-Eleven fuel supply agreement and the West Texas commission agent arrangement 0.0¢ 4.0¢ 8.0¢ 12.0¢ 1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16 3Q'16 4Q'16 1Q'17 2Q'17 3Q'17 4Q'17 1Q'18 Average : 9.3¢ Minimum : 8.1¢
  • 9. 9 LEAN CAPITAL AND EXPENSE STRUCTURE WITH A DISCIPLINED FINANCIAL STRATEGY Maintain Disciplined Leverage Profile Distribution Coverage Balanced Financing Strategy Capital And Overhead Light Model Liquidity Target ~4.5x – 4.75x Leverage Ratio Target ~1.1x Distribution Coverage Invest In Projects That Support Leverage And Coverage Targets Maintain Cost Efficient Model Through Growth Maintain Credit Facility Availability And Secured Capacity • Expect leverage to reach target range in 2018 • Maintain leverage within the target range on a go forward basis • Expect to maintain current distribution level on a go forward basis • Projects evaluated using a ~50/50 capital structure • Investments must be NPV positive and accretive to distributable cash flow while maintaining leverage • Maintenance capital requirements reduced by ~50% for 2018 • G&A costs reduced by ~50% for 2018 • Reduced reliance on secured debt provides greater financing flexibility • Monitor credit facility capacity and access to capital markets 4
  • 10. 10 RUNWAY OF DIVERSIFIED GROWTH Grow Core Fuels Logistics And Distribution Business Manage Organic Growth Expand Into Adjacent Sectors • Consolidation opportunities in a highly fragmented sector • The sector trades at reasonable acquisition multiples • Leverage scale to quickly realize material synergies • Utilize multi-channel strategy to optimize returns on acquired assets • Obtain incremental business from existing customers • Leverage Sunoco brand as well as other major fuel brands to sign up new customers • Diversify into adjacent sectors to drive further income stability • Capitalize on current large fuel distribution business to realize synergies through acquisition of logistics assets (e.g., product terminals) 5 A long runway of growth while maintaining a disciplined financial strategy within our coverage and leverage targets
  • 11. LIQUIDITY AND CAPITAL STRUCTURE (1) Reflects Revolving Credit Facility 2019 maturity balance of $0 as of the end of Q1 2018; excludes $8 million in standby letters of credit outstanding - As of 5/9/18 Current Yield Maturity Balance(1) Bid to Worst $1.5bn Revolver Sep-19 $0 Other Debt - 113 Total Secured Debt $113 4.875% Senior Notes Jan-23 1,000 97.89 5.36% 5.500% Senior Notes Feb-26 800 96.51 6.07% 5.875% Senior Notes Mar-28 400 96.48 6.32% Total Debt $2,313 (Less) Cash and Cash Equivalents (98) Net Debt $2,215 Market Capitalization as of close on May 9, 2018 2,212 Enterprise Value $4,427 11 $1,500 $1,000 $800 $400 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 Pro Forma Maturity Profile(1) ($ in millions) ● Strong liquidity position: $1.5 billion of undrawn commitments under revolving credit facility ● January 2018 refinancing activity strengthened balance sheet • Extended maturity profile by four years and lowered cost of fixed rate debt by almost 100 basis points ● Reduced variable rate and secured debt ● Strengthened credit profile reflected in recent credit ratings upgrades by S&P and Fitch Senior NotesRevolving Credit Facility