Sunoco Lp · NYSE:SUN

Sunoco Lp — Deutsche Bank MLP, Midstream and Natural Gas Conference 2016

26 slides from Sunoco Lp's conference presentation, May 10, 2016

1. Slide 1: Deutsche Bank MLP, Midstream and Natural Gas Conference

   DEUTSCHE BANK MLP, MIDSTREAM AND NATURAL GAS CONFERENCE May 10, 2016

2. Slide 2: Forward-Looking Statements and Non-GAAP Measures

   FORWARD-LOOKING STATEMENTS AND NON-GAAP MEASURES Some of the statements in this presentation constitute “forward-looking statements” about Sunoco LP (“SUN”, “we”, “our, and “us”), and their respective affiliates that involve risks, uncertainties and assumptions, including, without limitation, our di

3. Slide 3: Company Overview

   COMPANY OVERVIEW * Retail Fuel Convenience Store / Merchandise  Retail operations at ~1,338 locations in:  Pro forma merchandise sales of $2.2 billion in  Southwest – TX, OK, NM, LA 2015  Nashville, TN  27 consecutive years of  East Coast – Maine to Florida, covering same store sales growth in

4. Slide 4: SUN Offers Compelling Investment Highlights

   SUN OFFERS COMPELLING INVESTMENT HIGHLIGHTS Leading Position  SUN owns and represents some of the most iconic brands in the motor fuels industry in Attractive  Industry wide non-fuel retail merchandise sales are strong and growing Industry  Fuel margins are not commodity price sensitive and have

5. Slide 5: Dropdowns Have Rapidly Increased Scale and Diversity

   DROPDOWNS HAVE RAPIDLY INCREASED SCALE AND DIVERSITY SUN (1) MACS / 31.58% of Susser 68.42% of Sunoco, Tigermarket Sunoco, LLC Holdings Corp LLC & 100% Sunoco Retail LLC Date August 29, 2014 October 1, 2014 April 1, July 31, March 31, 2015 2015 2016 Description Wholesale fuel Retail network Legacy S

6. Slide 6: Retail Acquisition Completes Transition of Retail Assets from ETP

   RETAIL ACQUISITION COMPLETES TRANSITION OF RETAIL ASSETS FROM ETP Completed Retail Acquisition 68.42% of 100% of Sunoco SUN, prior to Retail Acquisition (1) SUN Pro Forma Sunoco, LLC Retail LLC FYE 12/31/15 Adjusted (2) $460 $154 $90 $703 EBITDA ($MM): FYE 2015 Motor 3,770 2,775 1,074 7,620 Fuel Sal

7. Slide 7: Organic Growth, Acquisitions and Drop Downs Have Increased Cash Flow, Scale and Diversity

   ORGANIC GROWTH, ACQUISITIONS AND DROP DOWNS HAVE MEANINGFULLY INCREASED CASH FLOW, SCALE AND DIVERSITY Adjusted EBITDA ($MM) Gallons Sold (MM) SUN 68% LLC + Sunoco R&M SUN 31.58% Sunoco LLC SHC 68.42% Sunoco LLC + Sunoco R&M 7,620 $703 3,849 $244 3,770 1,280 1,280 2,490 $460 (1) 1,281 1,281 1,281 1,

8. Slide 8: Over $350 Million in Third Party M&A Since December 2014

   OVER $350 MILLION IN THIRD PARTY M&A SINCE DECEMBER 2014 Aloha Pico Aziz Quick Hawaii Northeast Petroleum Petroleum Stops Sites Distributor Acquired Acquired December 2014 Acquired April Acquired July December 2015 2015 2015 from Alta East, Acquired Inc. October 2015 Hawaii-based 55 million gallons

9. Slide 9: SUN's Unique Value Drivers

   SUN’S UNIQUE VALUE DRIVERS Fuel Convenience Food Land Bank Typically 40-60 parcels in queue for future development 9

10. Slide 10: Wholesale and Retail Margins Are Resilient Through Commodity Cycles

    WHOLESALE AND RETAIL MARGINS ARE RESILIENT THROUGH COMMODITY CYCLES Cents/gal $/bbl 30 150 25 130 20 110 15 90 10 70 5 50 0 30 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 WTI ($/bbl) Retail Margin (cents/gal) Wholesale Margin (cents/gal) Note: Both Wholesale and Retail Margins reflect existing

11. Slide 11: Diversified Lines of Business Generate a Portfolio of Stable Cash Flows

    DIVERSIFIED LINES OF BUSINESS GENERATE A PORTFOLIO OF STABLE CASH FLOWS Gross Profit Contribution By Channel (FYE 2015) SUN Pro Forma (1) Gallon Breakdown 5% 2% 33% 30% 67% 13% 18% 39% 9% Fuel Gross Profit 37% 26% 63% Total = $1,946 million 59% Retail Fuel Wholesale Fuel Merch & Other C-Store Rent O

12. Slide 12: SUN Will Continue to Leverage Organic Growth Opportunities

    SUN WILL CONTINUE TO LEVERAGE ORGANIC GROWTH OPPORTUNITIES  40 new-build Stripes stores completed in 2015 in high growth markets with favorable demographics utilizing land bank inventory  Building 35-40 new-builds in 2016 in high growth areas outside of the oil New to producing regions Industry 

13. Slide 13: Wholesale Segment Overview

    WHOLESALE SEGMENT OVERVIEW Highly complementary with Retail Highlights of the Wholesale Business  Increases purchasing power /  De minimis direct diversification Wholesale Volume by Channel commodity risk  Increases strategic flexibility to 19%  Long term contracts 35% rationalize sites between

14. Slide 14: Financial Strategy

    FINANCIAL STRATEGY Financial Flexibility Distribution Growth  Currently rated Ba2/BB stable  Target long-term distribution coverage of  Target long-term leverage ratio of 4.0x-4.5x ~1.1x  Preserve liquidity under revolving credit facility Rating Agency Commentary  The outlook revision reflects

15. Slide 15: 1Q 2016 Operating Performance

    1Q 2016 OPERATING PERFORMANCE Three Months Ended Three Months Ended March 31, 2015 March 31, 2016 Gallons Sold (in thousands): Retail 589,096 608,141 Wholesale 1,296,575 1,232,599 Total Gallons 1,885,671 1,840,740 Motor Fuel Gross Profit (cents/gallon) Retail 18.6 21.3 Wholesale 9.6 11.4 Volume-Weig

16. Slide 16: Appendix

    APPENDIX 16

17. Slide 17: Summary Org Structure

    SUMMARY ORG STRUCTURE Publicly Traded MLP Energy Transfer Equity, L.P. (NYSE: ETE) Public 100% GP Interest, IDRs Unitholders 2% LP Interest (1) Energy Transfer Partners, L.P. 44% LP (NYSE: ETP) Interest (1) 39% LP Interest (1) Sunoco LP (NYSE: SUN) Susser Petroleum Operating Company LLC (“SPOC”) 15%

18. Slide 18: Fragmented Convenience Store Industry Offers Attractive Acquisition Opportunities

    FRAGMENTED CONVENIENCE STORE INDUSTRY OFFERS ATTRACTIVE ACQUISITION OPPORTUNITIES  Industry is highly fragmented with nearly Ownership of ~ 128,000 Convenience Stores 80,000 stores having operators with less than Selling Fuels ten locations in their portfolio  Smaller operators under continued pre

19. Slide 19: Brand Portfolio with Powerful Reach and Strength

    BRAND PORTFOLIO WITH POWERFUL REACH AND STRENGTH  Brand equity and presence spans fuel, food service and convenience store platforms  Sunoco ranks in the top 100 U.S. brands in both familiarity and favorability(1)  Second among fuel brands  Unique sponsorships provide a powerful growth platform

20. Slide 20: The Combined Platform Is One of the Leading Retail Platforms

    THE COMBINED PLATFORM IS ONE OF THE LEADING RETAIL PLATFORMS Market Capitalization ($mm) US States with Operations EBITDA – Last Fiscal Year End ($mm) $33,019 43 $1,913 $4,455 $703 30 $3,084 24 $495 $482 $2,929 $2,585 $343 14 14 (1) (2) SUN CST Couche Murphys Casey's SUN CST Couche Murphys Casey's S

21. Slide 21: Retail Acquisition Overview

    RETAIL ACQUISITION OVERVIEW  On March 31, 2016, SUN completed its acquisition of the remaining wholesale fuel and retail assets from ETP for a total purchase price of $2.226 billion  The transaction is expected to be immediately accretive to both DCF and distributions per unit for 2016 and beyond,

22. Slide 22: Sunoco LLC Business Overview

    SUNOCO LLC BUSINESS OVERVIEW  Sunoco LLC is primarily engaged in the Operating Metrics wholesale distribution of motor fuels across Gross Profit by Channel (1) Gallons Sold by Customer more than 26 states throughout the East Coast and Southeast regions of the U.S. from 14% 12% 21% Maine to Florida

23. Slide 23: Sunoco Retail LLC Business Overview

    SUNOCO RETAIL LLC* BUSINESS OVERVIEW  Sunoco R&M is primarily engaged in the retail Gross Profit Breakdown distribution of motor fuels across 14 states on the East Coast from Maine to Florida  Pursuant to long-term fuel supply contracts, Sunoco R&M purchases fuel from Sunoco LLC at 34% Fuel Gross

24. Slide 24: New "Big Box" Stores Drive Cash Flow Growth

    NEW “BIG BOX” STORES DRIVE CASH FLOW GROWTH • New stores produce 2-3X cash flows of smaller legacy stores • Nearly all new builds are 6,800 sq ft • 20% of all Stripes are over 6,800 sq ft 130,000 Sq Ft Lot 20,000 Sq Ft Lot vs. 6,800 Sq Ft Store 2,600 Sq Ft Store 24

25. Slide 25: SUN Reconciliation of Adjusted EBITDA to Net Income

    SUN RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME ($ in Thousands) Predecessor Fiscal Year Fiscal Year Fiscal Year Ended Ended Ended Twelve Months Fiscal Year Ended December 31, December 31, December 31, Ended December December 31, 2011 2012 2013 31, 2014(1) 2015(1) Net income (loss) $10,598 $17,5

26. Slide 26: Pro Forma Reconciliation of Adjusted EBITDA to Net Income

    PRO FORMA RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME ($ in Thousands) Fiscal Year Ended December 31, 2015 Legacy SUN, prior to Retail 68.42% Sunoco Pro Forma Acquisition Sunoco LLC Retail LLC Financing Total Net income (loss) $183,605 -- $10,465 $(92,886) $101,184 Depreciation, amortization and

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