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                             June 12, 2020

       Thomas R. Miller
       Chief Financial Officer
       Sunoco LP
       8111 Westchester Drive
       Suite 400
       Dallas, Texas 75225

                                                        Re: Sunoco LP
                                                            Form 10-K for
Fiscal Year Ended December 31, 2019
                                                            Filed February 21,
2020
                                                            Form 10-Q for
Fiscal Quarter Ended March 31, 2020
                                                            Filed May 11, 2020
                                                            File No. 1-35653

       Dear Mr. Miller:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comment. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Form 10-K for Fiscal Year Ended December 31, 2019

       Item 7. Management's Discussion and Analysis of Financial Condition and
Results of
       Operations, page 31

   1.                                                   Please discuss and
analyze the results of operations for your business as a whole. Please
                                                        also discuss and
analyze changes and trends in your financial condition. Please refer to
                                                        Item 303(a) of
Regulation S-K.
 Thomas R. Miller
FirstName LastNameThomas R. Miller
Sunoco LP
Comapany NameSunoco LP
June 12, 2020
Page 2
June 12, 2020 Page 2
FirstName LastName
Form 10-Q for Fiscal Quarter Ended March 31, 2020

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Key Operating Metrics, page 19

2.       You make inventory adjustments to arrive at motor fuel gross profit
cents per gallon on
         page 19 and adjusted EBITDA on page 20. Inventory adjustments are a
normal, recurring
         expense to operate your business. Furthermore, you disclose in your
risk factors on page
         10 of your most recent 10-K report that your financial condition and
results of operations
         are influenced by changes in the prices of motor fuel, which may
adversely impact your
         margins, your customers' financial condition and the availability of
trade credit. Tell us
         how you considered Question 100.01 of the CD&I's on Non-GAAP Financial
Measures
         with respect to the inventory adjustments. Please also tell us why
your presentation of
         these non-GAAP measures, excluding inventory adjustments, do not
represent
         individually tailored measurement methods substituted for those of
GAAP. Refer to Rule
         100(b) of Regulation G and Question 100.04 of the Non-GAAP Financial
Measures
         Compliance and Disclosure Interpretations updated April 14, 2018.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

      You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562 or
Gus
Rodriguez, Accounting Branch Chief, at (202) 551-3752 with any questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Energy
& Transportation