Greetings and welcome to the Sunoco LP Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions]. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Scott Grischow, Director of Investor Relations and Treasury. Thank you. You may begin.

Thank you. Before we begin our prepared remarks, I have a few of the usual items to cover. A reminder that today’s call will contain forward-looking statements. These statements are based on management’s beliefs, expectations and assumptions. They may include comments regarding the company’s objectives, targets, plans, strategies, costs and anticipated capital expenditures. They are subject to the risks and uncertainties that could cause the actual results to differ materially as described more fully in the company’s filings with the SEC. During today’s call, we will also discuss certain non-GAAP financial measures, including adjusted EBITDA and distributable cash flow. Please refer to this quarter’s news release for a reconciliation of each financial measure. Also, a reminder that the information reported on this call speaks only to the company’s view as of today, August 4, 2016. So, time-sensitive information may no longer be accurate at the time of any replay. You will find information on the replay in this quarter’s news release. On the call with me this morning are Bob Owens, Sunoco LP’s President and Chief Executive Officer; Tom Miller, Chief Financial Officer and other members of the management team. I’d now like to turn the call over to Bob.

Thanks, Scott. Good morning, everyone, and thank you for joining us. This morning, we will review the financial and operating results of the second quarter, along with other recent accomplishments and our growth plans. I'd like to start my comments up by stating that our second quarter results demonstrate continued execution on our strategy to grow and diversify the business. Solid fuel margins and the contribution from our organic and third-party growth initiatives helped drive year-over-year growth and ultimately resulted in a distribution increase we were able to nominate for Q2. We announced last week a distribution of $0.8255 per common unit, or $3.30 per unit, on an annual basis. This represents a 1% increase from the prior quarter and a 19.1% increase from a year ago. This also marked the 13th consecutive quarter that SUN has increased its distribution, and demonstrates our continued confidence in both the overall business, both from an operational and financial standpoint. Based on the distributable cash flow, as adjusted, of $92.2 million, this reflects a coverage ratio of 0.93x for the second quarter and 1.2x for the trailing four quarters. While the rapid growth in distributable cash flow from the Energy Transfer dropdowns transactions is behind us, the SUN business continues to grow both organically and also from third-party acquisitions, which I'll touch on a little later in the call. As we have previously communicated, the step-change in the growth profile of the business has resulted in a similar change in the distribution profile of the Partnership. Though the dropdown period in 2014 and 2015, through that time period, we significantly increased both our assets and distributable cash flow to support growth in our distributions by over 33% annually. We now see future distribution increases following the general cash flow growth profile of the…

Thanks Bob. And it's great to be part of the Sunoco team. Good morning investors. Let me start off by summarizing the Partnership’s second quarter 2016 financial results. Yesterday we reported second quarter net income of $72.1 million versus $93.5 million last year. The majority of this decrease can be attributed to additional interest expense from the dropdown financings. Adjusted EBITDA was $164 million compared to $138 million a year-ago. This increase reflects increased fuel volumes, higher retail and wholesale fuel margins, an increase in merchandise margin, the impact of acquisitions made and new-to-industry sites opened over the past year. Comparing the second quarter 2016 to the second quarter 2015, revenues were down $1 billion from $5.1 billion to $4.1 billion, largely a function of the $0.605 decrease in the average selling price of fuel, offset slightly by an increase in merchandise sales, rental and other income. Gross profit for the quarter increased almost 7% last year. Increased gallons sold is the primary driver behind this increase. Higher fuel margins and increased merchandise sales also contributed. For the retail division, fuel represented approximately 40% of gross profit for the second quarter. On a consolidated basis, fuel represented 55% of gross profit with rental income, merchandise and other inside sales accounting for the remainder of the gross profit. G&A was up $7.8 million year-over-year with the majority of this increase due to the transition of employees from Houston, Corpus and Philly to our new office in Dallas. Other operating expenses increased by 7% to $267 million compared to the second quarter last year. This reflects an increase in operating expenses at new retail and third-party dealer sites added over the past 12 months. Turning to retail operations of 100 days of summer, the period stretching between Memorial Day and Labor Day,…

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions]. One moment please while we poll for questions. Thank you. Our first question comes from the line of Andrew Burd with JP Morgan. Please proceed with your question.

Hi, good morning. In light of the sub-1x coverage in the second quarter, should we view the recent distribution increase as a demonstration around your confidence in Sunoco’s coverage outlook for the rest of this year?

Hey Andrew, Bob Owens. Yes, there is seasonality to our business as we’ve discussed with investors many times that we carefully analyze our view earnings over a year’s period and I think that you can correctly conclude that the action we took at the end of the second quarter around distributions reflects our continued confidence in the business.

Okay. And then a follow-up to that, now that - on current quarter performance to-date, now that we’re a month into it. Any indication of how fuel margins trended in July? And also kind of the - how are the year-over-year declines in the oil patch activity looking in the third quarter versus what they looked like in the second quarter, restarting the lapse some of the weakness already from last year?

Well, the first part of your question, I think if you take a look at what's happened to crude oil prices during the second quarter, it would not be unreasonable to conclude that it's been quite constructive from a fuel margin standpoint as we sit here four days into August with July behind us, that’s certainly what we’ve experienced so far. Second part of the question was…

It was about the oil patch.

Yes, Andrew, what I would tell you is, it doesn't appear to be getting any better but it doesn't appear to be getting any worse.

Okay, great. And then just the last question for me on the leverage side. For the Emerge deal, can you just walk us through the thought process in discerning the balance between adding more leverage versus the attractiveness of the assets in the accretion that they give, or I guess, said differently, is there some type of cushion internally that provides you with strong degree of comfort around your covenants that enables you to go forward with an acquisition like this despite your leverage?

Yes. Well, we are balancing the desire to grow earnings with our desire to reduce leverage, and we feel that we've got a good plan in place to achieve both those. The Emerge acquisition, it itself ticks a number of boxes. The first was that the additional benefit of diversification. We talked to investors in the past we think that our investors are well-served with our geographic diversification. I don't have to point to an example beyond Texas where Texas was really going and investors were enjoying that in years passed as a slowdown in the oil patch has occurred, we've benefited from the geographical diversification in the performance of the units on the East Coast and in Hawaii. What Emerge gives us is moving more into the midstream, the benefit of that additional diversification and stability of earnings around processing of transmix, the income from terminal operations and the synergies with our existing wholesale business. We think in both these cases, they provide platforms for additional short-term growth in wholesale and longer term potentially retail as well. So when we balance the two, we felt good about the decision. And lastly what I would tell you on Emerge, it's kind of a 7x kind of multiple that we were able to do the transaction. So when we balanced that with our desire to delever, it appeared very favorable to us.

Great. So 7x for terminal assets and that's post-synergies I would assume?

That is correct.

Great. Thanks for taking my questions.

Thanks Andrew.

Our next question comes from the line of Ben Bienvenu with Stephens. Please proceed with your question.

Thanks. Good morning. Just sticking on the Emerge acquisition. In the processing of transmix, I think you guys have some exposure to RINs. And I’d just be curious, as a processor, are you an obligated party and thereby have to turn those RINs into the EPA, or are you not obligated and you can sell those RINs thus realizing a benefit from what we’re seeing with pretty elevated RIN prices? Just any clarity there would be helpful.

Yes, Ben. No, as a processor of transmix, we do not become an obligated party. In fact it's kind of the opposite. When we do blending across our entire system, we are a creator of RINs.

And do you - and this might be something we could talk through offline but just roughly estimated impacts of that RIN exposure. Do you have a sense or would have hazard I guess is to what that might be?

Yes, we are happy to have some offline discussions. I don’t think there will be particularly fruitful. My view of the RINs is the bulk of it gets past through to the end consumer. However the market isn't 100% efficient, and as a blender and creator of RINs, we do benefit, we don’t - we do not however quantify it.

Fair enough. And then looking at retail margins, your retail margins accelerated sequentially over 1Q, which is sort of above the trend of what we’ve seen in the broader C-store space. I’d just be curious if you have anything - any detail on unique landscapes that may have played out across your geographies and/or are there any pricing strategies that you may have taken that have contributed to that?

I think one of the differentiating factors with us is the ownership of our own fuel brand and the continued high appeal of that fuel brand. And I think that does come through in terms of margin harvest.

Okay. And then on the expense side, expenses were a little bit heavier than we were expecting in the quarter. What’s a reasonable expense run rate for the balance of the year? And then maybe further out, what sort of growth rate might we expect? And then looking at your current pool of expenses, what are the greatest areas of opportunities for maybe optimizing your current expense structure?

I think we look at expenses dividing it between OpEx and G&A. If you look at OpEx, I think some of the misses in terms of me taking a look at some of the models we've seen to-date, I think people miss the increase - pretty significant increase in number of retail sites and some additions in our wholesale business, and Scott and the guys would be happy to kind of walk you through that. On the G&A side, we did see - we have had increases, and as Tom mentioned in his prepared remarks, as we are consolidating office positions into Texas, we’re in a period of time where we have additional cost associated with both the relocation of employees and upgrading of systems. As we complete the process of getting people moved in and getting the systems improvements in place, we are comfortable that the end result will be additional synergies and reduced run rate forward.

Thanks so much. Thanks for taking my questions.

Thanks Ben.

Our next question comes from the line of Shneur Gershuni with UBS. Please proceed with your question.

Hi, good morning. I've got a couple of follow-ups on some of the previous questions, but maybe I just wanted to start first with the cash on the balance sheet right now. When I think about the coverage ratio below 1 and the theoretical negative impact on cash book, when I look at the trend in your balance sheet, there is a surprise build of cash. I was wondering if you can sort of square the circle on this. Is this a working capital relief? Is there some benefit from treasury shared services? I'm trying to understand this positive trend, it sort of seems to be offsetting, what I would expect from the operational results?

Yes, the upticks, Shneur, in cash from Q1 to Q2, there is a lot of - as you can imagine with the retail platform, we have a lot of field cash out in the network of 1,400 stores, retail stores that we have. So the uptick you saw in the quarter-over-quarter basis is really just the result of additional polling that occurred through those retail sites. I wouldn't say there is any read-through or impact to coverage or anything like that. It's just a function of - like I think what you're alluding to working capital.

No, I'm actually viewing it as a positive. It's just like when I sort of look at it, there is sort of this advanced to affiliates that was a liability and then it slipped. I was wondering if you can just sort of walk through that because it just sort of looks like you’ve got a couple of hundred million dollars of extra cash. I mean, trying to understand that?

Yes, and Shneur we can follow up with you off-line. I think it's best on the advances from the affiliation that was created in this quarter, which was not on the balance sheet last quarter. It was actually in advances to affiliates instead of the advances from. That’s really the result of cash between the different entities and that’s what was held at the former ETP retail operations that were then dropped in Q1 into Sunoco LP. So there is some inter-company cash movement that went on there that flipped from a advances from affiliates to an advances or in advances - advances to affiliates to in advances from affiliates in Q2. But I can walk you through that offline.

Absolutely. So just to simplify, can I think of it as basically you’re lending excess cash to an affiliate and then you’ve now received it back? Is that like the simple way to think about it?

Yes, basically that’s exactly right.

Okay. So it’s a one-time step-up in cash. Okay, cool. Secondly, you were sort of - your margins in ops were overall positive. The expense jump - I just want to clarify if I understood some of your responses earlier. This seems to be one-time-ish in nature or is this something that we should expect going forward?

It's not one-time specific to Q2. We will have continued expenses through the end of the year and into next year as we continue to upgrade our computer systems and get the transition team fully in place in Dallas.

So once you complete that then expense item drops down basically?

That's correct.

Okay. The second part, the acquisition that you were just talking about and so forth and the expected improvement in multiple. Are you able to identify in a dollar value the expected synergies you're hoping to generate and exactly what the timeline is on it?

Yes, we've modeled that out - it's not something that we've disclosed. It's not guidance we give, but we have a clear path. I think as I’ve had questions from the investors - I’m assuming you're talking about the Emerge acquisition?

Yes.

The questions, I think one of the big confusions has been people looking at this as kind of a projected hockey stick. And in fact you have to remember that these two plants did not have any hydrotreating previously, and as a consequence, when they were dealing with the distillate products, they couldn't sell ultra-low sulfur diesel. And the market for low sulfur diesel has essentially just evaporated. So the completion of these two capital projects are provide a clear step-change just having the ability to sell the 15 parts per million distillate. So that is the biggest single component. Beyond that we've identified some synergies with our existing operations and other opportunities, but we feel we've got very clear line of sight to get us to the kind of multiple that I talked about I think when Andrew asked me.

Okay. So basically follow the construction time schedule and then from there we should see the improvement. And one final question. We’ve seen or been hearing that the refiners are moving towards already a winter blend at this stage right now. Gasoline prices seem to be coming down. How do we think about how it impacts the lumpiness that we’ve seen, whether it’s LIFO impacts or inventory adjustments and so forth? I mean, should we expect a positive benefit or a negative benefit if this trend sort of continues to the end of the quarter as we think about next quarter?

Well, overall falling prices are constructive to margins. You know that you will get some noise around inventory valuations but it's swamped by the benefit of the price movement. And just so I don't - we don't get too excited about falling prices, remember year in, year out, our business reverts to a mean. And I believe that will be the case in 2016 as it has been for the 10 years prior.

Perfect. Thank you very much guys. Appreciate the color.

Thanks.

Our next question comes from the line of Sharon Lui with Wells Fargo. Please proceed with your question.

Hi, good morning. You talked about using the Emerge transaction sort of as a stepping stone for other opportunities. Are you - is that really focusing more on transmix type of midstream assets or more storage?

No, I think it - the reference was more around what has traditionally been viewed as midstream assets. You saw our first step with the Aloha Petroleum purchase where we acquired six terminals in Hawaii. This follows up with two very sizeable terminals and a transmix arm with it, but it's not a specific targeting of transmix operations. The appeal is largely around storage.

Okay. Thank you. And, I guess, Houston very active in the M&A market. Just wondering it’s, I guess, roughly about 350 for just first half of the year. What additional opportunities do you see out there, and can we expect acquisitions post-dropdowns in that $700 million range annually going forward?

No, I think that would be - that would surprise me if we find opportunities that would amount to that. I guess I will start with this. Our leverage is higher than we would like it to be and we have a desire to reduce that leverage and a plan to do it, and we're working that plan. That is just causing us to be a bit more selective in the M&A area right now. The M&A area though continues to provide us with opportunities and when you look at the industry itself, we've talked previously about how fragmented it is. We think we will be able to thread the needle, finding opportunities that still are very attractive and very accretive, but at the same time enable us to delever. So you put that all together and I would say, don't plan on us doing $700 million year-in year-out.

Okay. And just the last question on the NTIs. Maybe if you could just provide some comments on the performance of the NTIs placed in service over the last 12 months. Has fuel sales and merchandise sales trended in line with expectations?

Yes, they have. Yes, we are pleased. We post started pretty aggressively and we’re pleased with the units we've built over the last 12 months, last 24 months and the last 36 months.

Okay, great. Thank you.

Thank you.

Our next question comes from the line of Barrett Blaschke with MUFJ Securities. Please proceed with your question.

Hey guys. Just a quick question on the way we sort of view the fair value adjustments on inventory. Is this sort of a trend we’re just going to have to watch? Is there anything we can tie to it to sort of get a better handle on it on a go-forward basis?

Barrett, this is Scott. What you're going to see in that adjustments that gets you from EBITDA to adjusted EBITDA will really be based upon the movement of our underlying inventory in the period. So in an environment in Q2 in which we saw an increase over that period of time, you're going to see the step-up in adjustment. It's really just to get down to a true CPG. So in terms of tracking it, the direction you saw in Q2, you'll see that in an environment which we see rising crude. You'll see the opposite in a falling crude environment.

Okay. Thanks.

Our next question comes from the line of Ray Fu with Bank of America Merrill Lynch. Please proceed with your question.

Good morning. Most of my questions have already been answered, so I’d just ask one more on the delevering process. Obviously ETE just announced a pretty material IDR waiver for ETP. Now I know you guys are confident in the distribution coverage through 2016, but is it possible for Sunoco to sort of get something similar from ETE temporarily to help along the delevering process?

Ray, this is Bob. I would tell you there are lot of things I like about our position in terms of the nature of our assets, our brands, our geographical diversification, our diversified types of operations. One of the additional things I think serves our investors well is being a member of the Energy Transfer family. We have a very supportive parent. While I'm not going to tell you that there is anything imminent, I'm confident that should we find the need with an acquisition or should we find the need because of business conditions, we are well positioned with Energy Transfer equity to have those conversations.

Got it. Understood. Thank you.

Thank you.

Our next question comes from the line of Theresa Chen with Barclays. Please proceed with your question.

Good morning. Bob, following up on your earlier comments about seasonality in the business, if I'm not mistaken, I thought the second and third quarters were supposed to be the strongest quarters of the year, and given the sub-1x coverage this quarter, despite strong margins per gallon, can you tell us if that's an indication of a read-through to volumes in third quarter and how we should think about that?

Yes. Theresa, typically Q2 is stronger. Q3 is historically our best quarter. And remember we did have kind of 26% increase in crude oil prices that occurred during Q2 and continued softness in the Texas market. We feel better about Q3.

Okay. Would it be fair to say that you are still comfortable with the EBITDA run rate for the entire entity? I think previously the number was around like $750 million assuming your normalized margin?

Yes.

Okay. And then, given that you have all your dropdowns behind you and you can focus on executing your NTI and third-party acquisition strategy, can you talk about how you're thinking about managing distribution growth in light of also managing your balance sheet in the near-term and the rest of 2016/2017?

I guess, Theresa, we don’t give guidance to the market. What I would point people to is if you want to know what we are going to do in the future, look at what we've done in the past and what we are saying, we are threading a needle here, both rewarding our owners with the distribution policy as we grow income, but at the same time, we clearly have the objective to reduce leverage and plan to do that. So I think if you look at where we landed in Q2, all those factors were carefully considered and you can see what our decision was relative to distribution policy.

Thank you.

Thank you.

Our next question comes from the line of Patrick Wang with Baird. Please proceed with your question.

Hey, good morning. Moving over really quick to the merchandising side, earlier in the call you mentioned the positive reception on the Laredo Taco pilot to-date and then overall there was that comment that LTC generates gross margin in the high 40s. I just want to confirm here if that’s the new de facto long-term margin profile of this business or if the historical comment, the gross margins of over 49% still stands?

On Laredo Taco specifically, we've been in the mid-to-high 40s for some time. We're working to constantly take advantage of supply chain economics and our scale. So I think for the near-term that mid-to-high 40s is a good number to model in.

Okay, got it. And then if we could shift over really quick to the oil patch business. It sounded like from, at least from a macro standpoint, we’re well into cycling the year-over-year fuel volume headwinds in this region. Can we expect the year-over-year comps to turn more flattish in the third quarter and going forward until some sort of activity recovers?

Yes, that’s - as we look at it, we think the - from a comp standpoint, the biggest Delta is now behind us with Q2, Q3 we are working against when we first saw the big impact of lower crude oil prices this time last year.

Got it. That's helpful. Thank you. That's it for me.

Thanks Patrick.

Ladies and gentlemen, due to time constraints, our final question will come from the line of Chris Sighinolfi with Jefferies. Please proceed with your question.

Hey Bob. Thanks for the color this morning.

How’re you doing, Chris?

I’m well. Thanks. Thanks for the color. I was just curious - congratulations first half on the 2Q margin realization, sequential growth. I think it was highlighted by a previous caller. It was a little surprising to us just given some of the sort of visible headwinds and some of the margins reported by peers. You had mentioned that fuel brand ownership was one principal driver of that, but I’m wondering if we can get a little bit more detail about maybe what happened in 2Q to help drive that sequential growth, particularly with the loss of that supply and trading benefit you mentioned last quarter?

Yes, well, that supply and trading benefit flows through primarily on the wholesale side, and you guys saw the Delta there quarter-to-quarter. Relative to the delta between this time last year, I think, I would point you to the strength of the brand that I mentioned. Beyond that, the benefits of the geographical diversification and we have continued strength in the Northeast, primarily or especially in the Mid-Atlantic region, Hawaii with Aloha Petroleum continues to be strong. And when you add that all together from a blended margin standpoint, it more than overcame the weakness that we have experienced in the oil patch. Unfortunately in the oil patch, we have had not only the impact of reduced sales but a competitive environment where people have been reluctant to raise prices as we’re all kind of fighting over a smaller pie than we used to. So as a consequence, what I would point you to is again the benefits of diversification.

Okay. And I guess with regard to what you were talking about in the Texas regions, thinking about the weakness there, just some of the visible headwinds but then thinking about the ongoing acquisitions in that region and the organic growth being deployed in that region, how should we think about, I guess, the profile of the returns maybe on the near-term returns on the capital deployed there? Are there things that you're doing that maybe insulate you from those effects, or is that something to be concerned about or not?

Well, Chris, it's certainly something on our radar screen. And remember Texas is a big state and when you look at the geography of where we've done acquisitions, they've all been outside the oil patch. When you look at the new-to-industry sites, we've got some bare ground sites in the oil patch that we feel really good about. But for the most part we've put them all on deals [ph] and deferred the construction with, I think a couple of exceptions, where just the overall market conditions still remain strong enough to support the construction, the balance of which we are going to defer until we see more of a recovery. So absent a significant decline in the Texas economy beyond the oil patch, we feel good about the additional spending both from an M&A standpoint and from a new-to-industry standpoint.

Okay, perfect. I guess final question for me. And maybe this is one for Tom. With regard to the ATM, just wondering what we could expect to see in terms of filing size there and then any color on sort of your expectations perhaps end of this year, end of ‘17 for usage there, just thinking about the acquisition, the cost of both the Denny acquisition and the Emerge deal?

Right, first of all internally when we look at projects, we look at them on a 50-50 capital basis. So we're looking for projects that are accretive meeting and add value meeting that hurdle. We've talked about a reasonable sized ATM program. We are working towards getting that in place sometime here in the third quarter. And it depends on how fast we can execute at market conditions et cetera on that.

Okay. And then, I guess, one final thing - sorry I lied, one final question. Just with leverage in 2Q you had mentioned it was sort of net for some adjustments and for the pending acquisitions. Just curious do you have it on a GAAP basis, or is the number that you reported is that how you’re - is that by consistent with the credit facility?

It is consistent with our credit facility, the number we reported.

Okay. Thanks a lot guys. Appreciate the time.

Thanks.

We have reached the end of the question-and-answer session. Mr. Owens, I would now like to turn the floor back over to you for closing comments.

Thanks very much. Thank you everybody for taking time this morning. We appreciate the continued support and look forward to seeing many of you at the conferences that Tom outlined. Thank you.

Ladies and gentlemen, this does conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation, and have a wonderful day.