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INVESTMENT IN SUNOCO LP

Energy Transfer Equity (NYSE: ETE) owns 100% of the membership interest in Sunoco LP's (NYSE: SUN) general partner, a 2.3% limited partner interest and all of SUN's incentive distribution rights, and Energy Transfer Partners (NYSE: ETP) owns a 26.5% limited partnership interest in SUN.

ETP purchased Sunoco, Inc. in 2012 and acquired Stripes LLC and Sunoco LP in 2014 through the acquisition of Susser Holdings Corporation. In March 2016, ETP contributed to SUN its remaining 68.42% interest in Sunoco, LLC and 100% interest in the legacy Sunoco, Inc. retail business for $2.23 billion. SUN paid $2.20 billion in cash, including a working capital adjustment, and issued 5.7 million SUN common units to Retail Holdings, a wholly-owned subsidiary of the Partnership. The transaction was effective January 1, 2016. In connection with this transaction, the Partnership deconsolidated the legacy Sunoco, Inc. retail business, and our remaining investment in SUN is accounted for under the equity method.

In February 2018, SUN repurchased approximately 17.3 million SUN common units owned by ETP for approximately $540 million. As a result of this transaction, ETP's current investment in SUN consists of 26.2 million units, representing 31.8% of SUN's total outstanding common units.

Sunoco LP (NYSE: SUN) is a master limited partnership that distributes motor fuel to approximately 9,200 convenience stores, independent dealers, commercial customers and distributors located in more than 30 states. SUN's general partner is owned by Energy Transfer Equity, L.P. (NYSE: ETE).