United States securities and exchange commission logo





                             May 18, 2022

       Dylan Bramhall
       Chief Financial Officer
       Sunoco LP
       8111 Westchester Drive, Suite 400
       Dallas, Texas 75225

                                                        Re: Sunoco LP
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021
                                                            Filed February 18,
2022
                                                            File No. 001-35653

       Dear Mr. Bramhall:

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

              Please respond to these comments 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
       comments apply to your facts and circumstances, please tell us why in
your response.

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

       Form 10-K for the Fiscal Year Ended December 31, 2021

       Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
       Key Operating Metrics and Results of Operations , page 39

   1.                                                   We note your
presentation of consolidated and segment gross profit excludes charges
                                                        for depreciation,
amortization, and accretion. Your current disclosure of gross profit on
                                                        a consolidated basis
outside of the segment footnote is a non-GAAP measure. Please
                                                        revise your disclosure
to present a reconciliation for this non-GAAP measure to the most
                                                        directly comparable
GAAP measure, i.e. gross profit that includes depreciation,
                                                        amortization, and
accretion. See Item 10(e) of Regulation S-K.
       INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
       19. Segment Reporting , page F-30

   2.                                                   You report Adjusted
EBITDA, which you disclose is the Partnership's segment measure
                                                        of performance, gross
profit, operating income and net income for each of your reportable
 Dylan Bramhall
Sunoco LP
May 18, 2022
Page 2
         segments. If your chief operating decision maker uses only one measure
of a segment's
         profit or loss in assessing segment performance and deciding how to
allocate resources,
         segment profit or loss shall be reported for that measure only. If the
chief operating
         decision maker uses more than one measure of a segment's profit or
loss, the reported
         measure shall be the one that management believes is determined in
accordance with the
         measurement principles most consistent with those used in measuring
the corresponding
         amount in the public entity's consolidated financial statements. Refer
to ASC 280-10-50-
         28.
       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 Robert Babula, Staff Accountant at (202) 551-3339, or Gus
Rodriguez,
Branch Chief at (202) 551-3752 with any questions.



FirstName LastNameDylan Bramhall                             Sincerely,
Comapany NameSunoco LP
                                                             Division of
Corporation Finance
May 18, 2022 Page 2                                          Office of Energy &
Transportation
FirstName LastName