Seven & i : Notice Regarding Acquisition of Part of the Business of U.S. Company Sunoco LP by a Consolidated Subsidiary

To whom it may concern:

April 6, 2017

Company name: Seven & i Holdings Co., Ltd. Representative: Ryuichi Isaka,

President and Representative Director

(Code No. 3382/First Section of the Tokyo Stock Exchange)

Notice Regarding Acquisition of Part of the Business of U.S. Company Sunoco LP by a Consolidated Subsidiary

Seven & i Holdings Co., Ltd. ("the Company") announced today that its Board of Directors resolved on April 6, 2017 that the Company's consolidated subsidiary 7-Eleven, Inc. (headquarters: Texas, U.S.A.; President & CEO: Joseph M. DePinto) will acquire stores and other assets constituting most of the convenience store business and gasoline retail business of U.S. company Sunoco LP. ("SUN")

Details are as follows.

1. Objective of business acquisition

   In accordance with the Medium-Term Management Plan for the Seven & i Group announced in October 2016, 7-Eleven, Inc. is aiming to achieve average daily merchandise sales per store of $5,000 and 10,000 stores by the fiscal year ending February 29, 2020, and is working to strengthen its merchandizing capabilities and expand its store network. SUN has a large number of stores in the State of Texas and the eastern area of the United States, where 7-Eleven, Inc. currently operates stores. By acquiring part of SUN's the convenience store business and gasoline retail business, 7-Eleven, Inc. will expand its store network and offer greater convenience, while also improving profitability. Regarding the stores to be acquired, 7-Eleven, Inc. plans to sign a contract in the future to receive gasoline from SUN for the next 15 years.

2. Details of the business acquisition

3. Overview of Sunoco LP

   (1) Name	Sunoco LP
   (2) Representative	President and CEO, Robert W. Owens
   (3) Location of headquarters	Texas, U.S.
   (4) Major business activities	Operation of fuel wholesale and retail, and convenience store business
   (5) Date of establishment	September 19, 2012
   (6) Net Asset	$2,196 million [¥255,812 million]
   (7) Total Asset	$8,701 million [¥1,013,579 million]
   Relationship between (8) the listed company and the company concerned	Capital	None
   	Personnel	None
   	Transaction	None
   	Applicable situation to related parties	None

   The amounts of assets and liabilities to be acquired are not fixed at this time.

   Ⅱ. Overview of 7-Eleven, Inc.

   (1) Name	7-Eleven, Inc.
   (2) Representative	President and CEO, Joseph M. DePinto
   (3) Location of headquarters	Texas, U.S.
   (4) Major business activities	Operation of convenience store business
   (5) Date of establishment	May, 1999
   (6) Net Asset	¥705,025 million
   (7) Total Asset	¥1,231,149 million

   Ⅲ. Details of the business to be acquired

   A part of convenience store business and gasoline retail business of SUN

   (1) Area	State of Texas and the eastern area of the United States
   (2) Number of stores	1,108 gas stations and convenience stores

   Ⅳ. Acquisition price

   Acquisition price $ 3,305.6 million [ ¥365,996 million] U.S.$1 = ¥110.72The acquisition price is calculated based on the cash flow for each individual store.

4. Schedule

   (1) Board of Directors resolution	April 6, 2017
   (2) Agreement conclusion date	April 6, 2017
   (3) Acquisition date	August 2017 (Plan)

5. Outlook

6. Only the capital expenditure associated with the business acquisition has been factored into the consolidated financial results forecast for the fiscal year ending February 28, 2018, announced today in the Company's financial results and brief summary.

   A revised financial results forecast and procurement plan will be announced promptly once the details have been factored in.

   Reference: Sunoco LP retail business operating results

   FY2015		FY2016
   Millions of dollar	Millions of yen	Millions of dollar	Millions of yen
   Total revenues	8,256	999,801	7,703	837,932
   Total gross profit	1,502	181,892	1,496	162,734
   Operating income	205	24,825	103	11,204
   Ordinary income	172	20,829	△27	△2,937
   Number of stores	900		1,345
   Exchange rate (U.S.$1=¥)	121.10		108.78

   These data are based on figures announced by SUN that have been restated in accordance with Japanese accounting standards.

   The decline in revenues from operations is primarily due to a drop in gasoline prices. The decline in operating income is primarily due to a drop gross profit on gasolineand an increase selling, general and administrative expenses accompanying an increase in stores. Operating loss for the fiscal year ended December 31, 2016 is mainly due to interest expense of $130 million (¥14,141 million).

   This is an asset acquisition agreement, and does not involve assumption of interest-bearing debt. Furthermore, the above data includes stores and the gasoline supply division that Seven-Eleven, Inc. will not acquire. It is provided only for reference.