Report of Independent Registered Public Accounting Firm
Board of Managers
ETP Retail Holdings, LLC
We have audited the accompanying consolidated and combined balance sheets of ETP Retail Holdings, LLC (a Delaware limited liability company) and subsidiaries
(the Company) as of December 31, 2015 and 2014, and the related consolidated and combined statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2015. These
financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Philadelphia Energy Solutions
LLC, a 33 percent owned investee company, the Companys investment in which is accounted for under the equity method of accounting. The Companys investment in Philadelphia Energy Solutions LLC as of December 31, 2015 and 2014 was $25
million and $67 million, respectively, and its equity in the earnings (losses) of Philadelphia Energy Solutions LLC was $35 million, $45 million, and $(33) million, respectively, for each of the three years in the period ended December 31, 2015.
Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Philadelphia Energy Solutions LLC, is based solely on the report of the other auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Companys internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors, the consolidated and combined financial statements referred to above present fairly,
in all material respects, the financial position of ETP Retail Holdings, LLC and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31,
2015 in conformity with accounting principles generally accepted in the United States of America.
/s/ GRANT THORNTON LLP
July 22, 2016