EQUITY

Class H Units and Class I Units

In March 2015, ETE transferred 30.8 million Partnership common units, ETE’s 45% interest in the Bakken pipeline project, and $879 million in cash to the Partnership in exchange for 30.8 million newly issued Class H Units of ETP that, when combined with the 50.2 million previously issued Class H Units, generally entitle ETE to receive 90.05% of the cash distributions and other economic attributes of the general partner interest and IDRs of Sunoco Logistics. In connection with this transaction, the Partnership also issued to ETE 100 Class I Units that provide distributions to ETE to offset IDR subsidies previously provided to the Partnership. These IDR subsidies, including the impact from distributions on Class I Units, will be reduced by $55 million in 2015 and $30 million in 2016.

The impact of (i) the IDR subsidy adjustments and (ii) the Class I Unit distributions, along with the currently effective IDR subsidies, is included in the table below under “Quarterly Distributions of Available Cash.”

ETP Common Unit Activity

The changes in common units during the six months ended June 30, 2015 were as follows:



	Number of Units
Number of common units at December 31, 2014	355.5
Common units issued in connection with Equity Distribution Agreements	10.1
Common units issued in connection with the Distribution Reinvestment Plan	2.8
Common units issued in connection with the Regency Merger	172.2
Common units redeemed in connection with the Bakken Pipeline Transaction	(30.8	)
Issuance of common units under equity incentive plans	0.2
Number of common units at June 30, 2015	510.0

During the six months ended June 30, 2015, the Partnership received proceeds of $569 million, net of commissions of $6 million, from the issuance of common units pursuant to equity distribution agreements, which were used for general partnership purposes. As of June 30, 2015, $832 million of the Partnership’s common units remained available to be issued under an equity distribution agreement.

During the six months ended June 30, 2015, distributions of $155 million were reinvested under the Distribution Reinvestment Plan resulting in the issuance of 2.8 million common units. As of June 30, 2015, a total of 4.5 million common units remain available to be issued under the existing registration statement in connection with the Distribution Reinvestment Plan.

Sales of Common Units by Sunoco Logistics

In 2014, Sunoco Logistics entered into equity distribution agreements pursuant to which Sunoco Logistics may sell from time to time common units having aggregate offering prices of up to $1.25 billion. During the six months ended June 30, 2015, Sunoco Logistics received proceeds of $385 million, net of commissions of $4 million, which were used for general partnership purposes.

Additionally, Sunoco Logistics completed a public offering of 13.5 million common units for net proceeds of $547 million in March 2015. The net proceeds were used to repay outstanding borrowings under the $2.5 billion Sunoco Logistics Credit Facility and for general partnership purposes. In April 2015, an additional 2.0 million common units were issued for net proceeds of $82 million related to the exercise of an option in connection with the March 2015 offering.

As a result of Sunoco Logistics’ issuances of common units during the six months ended June 30, 2015, the Partnership recognized increases in partners’ capital of $102 million.

Sales of Common Units by Sunoco LP

In July 2015, Sunoco LP completed an offering of 5.5 million Sunoco LP common units for net proceeds of $213 million. The net proceeds from the offering were used to repay outstanding balances under the Sunoco LP revolving credit facility.

Quarterly Distributions of Available Cash

Following are distributions declared and/or paid by the Partnership subsequent to December 31, 2014:



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2014	February 6, 2015	February 13, 2015	$	0.9950
March 31, 2015	May 8, 2015	May 15, 2015	1.0150
June 30, 2015	August 6, 2015	August 14, 2015	1.0350

ETE agreed to relinquish its right to the following amounts of incentive distributions in future periods, including distributions on Class I Units.



	Total Year
2015 (remainder)	$	56
2016	137
2017	128
2018	105
2019	95

Sunoco Logistics Quarterly Distributions of Available Cash

Following are distributions declared and/or paid by Sunoco Logistics subsequent to December 31, 2014:



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2014	February 9, 2015	February 13, 2015	$	0.4000
March 31, 2015	May 11, 2015	May 15, 2015	0.4190
June 30, 2015	August 10, 2015	August 14, 2015	0.4380

Sunoco LP Quarterly Distributions of Available Cash

Following are distributions declared and/or paid by Sunoco LP subsequent to December 31, 2014:



Quarter Ended	Record Date	Payment Date	Rate
December 31, 2014	February 17, 2015	February 27, 2015	$	0.6000
March 31, 2015	May 19, 2015	May 29, 2015	0.6450
June 30, 2015	August 18, 2015	August 28, 2015	0.6934

Accumulated Other Comprehensive Income (Loss)

The following table presents the components of AOCI, net of tax:



	June 30, 2015			December 31, 2014
Available-for-sale securities	$	3		$	3
Foreign currency translation adjustment	(5		)	(3		)
Net loss on commodity related hedges	—			(1		)
Actuarial loss related to pensions and other postretirement benefits	(12		)	(57		)
Investments in unconsolidated affiliates, net	—			2
Total AOCI, net of tax	$	(14	)	$	(56	)