Exhibit 99.2

MID-ATLANTIC CONVENIENCE STORES, LLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Report of Independent Certified Public Accountants

Member

Mid-Atlantic Convenience Stores, LLC

We have audited the accompanying consolidated financial statements of Mid-Atlantic Convenience Stores, LLC (successor, a Delaware limited liability company) and subsidiaries and MACS Holdings, LLC (predecessor, a Delaware limited liability company) and subsidiaries, which comprise the consolidated balance sheet as of December 31, 2013 (successor), and the related consolidated statements of operations and comprehensive income, equity, and cash flows for the period from October 3, 2013 to December 31, 2013 (successor) and the period from January 1, 2013 to October 2, 2013 (predecessor), and the related notes to the financial statements.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Mid-Atlantic Convenience Stores, LLC and subsidiaries as of December 31, 2013 (successor), and the results of their operations and their cash flows for the period from October 3, 2013 to December 31, 2013 (successor) and the results of MACS Holdings, LLC and subsidiaries’ operations and their cash flows for the period from January 1, 2013 to October 2, 2013 (predecessor) in accordance with accounting principles generally accepted in the United States of America.

2

Independent Auditor’s Report

To the Members of MACS Holdings, LLC:

We have audited the accompanying consolidated financial statements of MACS Holdings, LLC and its subsidiaries (the “Company”), which comprise the consolidated balance sheet as of December 31, 2012, and the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the two years in the period ended December 31, 2012.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audits.  We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.  The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.  In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.  Accordingly, we express no such opinion.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of MACS Holdings, LLC and its subsidiaries at December 31, 2012, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2012 in accordance with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopers LLP

Richmond, Virginia

April 15, 2013

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Mid-Atlantic Convenience Stores, LLC

Consolidated Balance Sheets

See accompanying notes

4

Mid-Atlantic Convenience Stores, LLC

Consolidated Statements of Operations and Comprehensive Income

See accompanying notes

5

Mid-Atlantic Convenience Stores, LLC

Consolidated Statements of Equity

See accompanying notes

6

Mid-Atlantic Convenience Stores, LLC

Consolidated Statements of Cash Flows

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See accompanying notes

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Mid-Atlantic Convenience Stores, LLC

Notes to Consolidated Financial Statements

(dollars in thousands)

1.                                      Organization and Nature of Business

Mid-Atlantic Convenience Stores, LLC (“MACS” or “the Company”) is a leading convenience store operator in Maryland and Virginia. With a network of approximately 300 company-owned and dealer operated retail locations, in addition to its wholesale fuel distribution network, MACS is one of the largest distributors of ExxonMobil and Sunoco fuels in the region. MACS is also the exclusive developer for the Circle K® brand in Delaware, Maryland, Virginia and Washington, D.C. operating 70 locations in Maryland and Virginia.

On October 3, 2013, MACS was acquired by an indirect, wholly-owned subsidiary of Energy Transfer Partners, L.P. (“ETP”).  As a result of this transaction, MACS became a consolidated entity of ETP and applied “push-down” accounting which required its assets and liabilities to be adjusted to fair value on the closing date.  Due to the application of push-down accounting, the MACS consolidated financial statements and certain footnote disclosures are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented.  The periods prior to the acquisition date, October 3, 2013, are identified as “Predecessor” and the period from October 3, 2013 forward is identified as “Successor”.

MACS Holdings, LLC (“MACS Holdings”), the former parent company of MACS, is presented as the Predecessor in these consolidated financial statements.  MACS and the Variable Interest Entities in footnote 4 comprised substantially all of the consolidated assets and operations of MACS Holdings during the Predecessor periods.  References to the Company within these consolidated financial statements refer to MACS Holdings for the Predecessor periods and MACS for the Successor period.

MACS, along with the assistance of a third party valuation firm, determined the estimated fair value of its assets and liabilities as of the date of acquisition by ETP.  The carrying values of MACS assets and liabilities (excluding Property, Plant and Equipment & Intangibles) were assumed to approximate their fair values.  MACS’ identifiable intangible assets consist primarily of dealer relationships, the fair value of which were estimated by applying a discounted cash flow approach which was adjusted for customer attrition assumptions and projected market conditions.  The amount of goodwill recorded by MACS through “push-down” accounting represents the excess of ETP’s purchase price over the fair value of MACS’ assets and liabilities.  The following table summarizes the final allocation of the assets and liabilities of MACS.

2.                                      New Accounting Pronouncements

FASB ASU No 2014-09.  In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606)  (“ASU 2014-09”), which clarifies the principles for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2014-09 can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact, if any, that adopting this new accounting standard will have on our revenue recognition policies.

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3.                                      Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”).  The consolidated financial statements of the Company include accounts of all wholly owned subsidiaries and all entities in which the Company has a direct or indirect controlling financial interest in Variable Interest Entities (“VIE”). Intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.  Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers cash and cash equivalents to include investments with original maturities of three months or less.  As of December 31, 2013 and 2012, the Company held approximately $22,270 and $6,452 of cash and restricted cash in excess of government insured limits.

Restricted Cash and Security Deposits

Total security deposits payable was $4,649 and $4,640 as of December 31, 2013 and 2012, respectively, and is included in other long-term liabilities. Restricted cash is included in other long term assets on the consolidated balance sheet and consists of the following (in thousands):

Accounts Receivable

At each balance sheet date, the Company assesses its need for an allowance for potential losses in the collection of its receivables. Accounts that are outstanding longer than the payment terms are considered past due. As its receivables are typically from dealers, vendors, and petroleum companies in the ordinary course of business, the Company has not experienced significant write-offs. The Company will write off receivables after determination that the balances are uncollectible.

Receivables consist of the following (in thousands):

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Inventories

Merchandise inventories are stated at the lower of cost or market using the retail inventory method as of December 31, 2013 and 2012. Fuel inventories are stated at the lower of cost or market average cost using the weighted average costs basis.  Inventories consist of the following (in thousands):

Assets Held For Sale

Long term assets are reclassified as held for sale when management has committed to a plan to sell the assets and they are ready for immediate sale. Assets are reduced to their net realizable value, if necessary, when they are reclassified.

Goodwill

Goodwill, which represents the excess of the purchase price in a business combination over the fair value of net assets acquired, is tested for impairment annually or more often if warranted by events or changes in circumstances indicating that the carrying value may exceed the estimated fair value.

In September 2011, the Financial Accounting Standards Board (“FASB”) codified guidance related to the testing of goodwill for impairment. The guidance provides entities with the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is more likely than not that the fair value of a reporting unit is not less than its carrying amount, then performing the two-step impairment test is not required. However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test. Entities have the option of bypassing the qualitative analysis in any period and proceeding directly to the two-step impairment test. The provisions of this guidance, effective for the Company beginning January 1, 2012, did not have an impact on the Company’s consolidated financial statements and disclosures.

The Company’s impairment testing of goodwill is performed as of October 1, and no impairment has been recorded by the Company during the periods presented in the Consolidated Financial Statements. In addition, no cumulative impairment has been recorded. Goodwill consists of the following (in thousands):

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Other Assets

Included in other assets are notes receivable related to the 2011 sale of five dealer operated sites. The notes range from $100 to $600, interest rate is 10%, and they will be paid by 2015.  As of December 31, 2013 and 2012, the total balance due is $1,376 and $1,652, respectively. Other assets consist of the following (in thousands):

Property and Equipment

Property and equipment, including leasehold improvements, are carried at cost or at the fair value of the assets as of the acquisition date.  Depreciation for financial reporting purposes is computed by the straight-line method over the shorter of estimated useful asset lives or lease terms of the respective assets.

Impairment of Long-lived Assets

The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company performs an undiscounted operating cash flow analysis to determine if an impairment exists. For purposes of recognition and measurement of an impairment for assets held for use, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable, which is generally at the store level. If an impairment is determined to exist, any related impairment loss is calculated based on fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.  No material impairments have been recorded by the Company except for the write off of a trade name acquired on June 23, 2010, in the amount of $980 during the year ended December 31, 2012.

Asset Retirement Obligations

The Company recognizes the estimated future cost to decommission underground storage tanks over the estimated useful life of the storage tank. The Company records a discounted liability, which is recorded in other long-term liabilities, for the fair value of an asset retirement obligation at the time an underground storage tank is installed or acquired. The Company amortizes the amount added to long-lived assets and recognizes accretion expense in connection with the discounted liability over the remaining life of the tank. The estimate of the anticipated future costs for decommissioning of an underground storage tank is based on the Company’s and industry historical experience with removal. The Company will compare the cost estimates to the actual decommissioning cost experienced on an annual basis, and when the actual costs exceed the original estimates, an additional liability for estimated future costs to remove the underground storage tanks will be recognized. The recorded asset for asset retirement obligations is included in the fair value of long-lived assets recorded.

A reconciliation of the Company’s liability for the removal of its underground storage tanks is as follows (in thousands):

Environmental Remediation Liabilities

The Company accrues for environmental remediation liabilities when it is probable a liability has been incurred and the amount of loss can be reasonably estimated.  The estimated liabilities are not discounted.

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Revenue Recognition

Revenues from the two primary product categories, merchandise and fuel, are recognized at the time of sale or when fuel is delivered to the customer.  The Company charges its wholesale customers for third-party transportation costs, which are included in revenues and cost of sales.  The Company derives other income from ancillary product and service offerings that are recognized at the point of sale.

The Company derives revenues from leasing real estate to third-party dealers which are recorded based on the terms of the underlying lease agreements. Revenues on lease agreements with contractual escalations are recognized on a straight-line basis over the life of the lease.

Vendor Allowances, Rebate and Deferred Branding Incentives

The Company receives payments for vendor allowances, volume rebates, and branding incentives related to its fuel supply contracts and other supply arrangements in connection with various programs.  Earned payments are recorded as a reduction to cost of sales or expenses to which the particular payment relates.  Unearned payments are deferred and amortized as earned over the term of the respective agreement. The following table represents rebates the Company earned and recognized (in thousands):

Motor Fuel Taxes

Certain motor fuel taxes are collected from customers and remitted to governmental agencies either directly or through suppliers.  The following table represents taxes on retail fuel sales included in gross fuel sales and cost of fuel sold (in thousands):

Advertising Costs

The following table represents advertising costs expensed when incurred (in thousands):

Derivative Instruments and Hedging Activities

The Company periodically enters into interest rate swaps to manage its interest rate risk.  The Company does not utilize hedge accounting and therefore records the fair value of its swaps on the balance sheet in other long-term assets or liabilities, with a corresponding adjustment recorded in interest expense.

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Concentration Risk

The following table represents the percent of motor fuel purchases supplied by Exxon (See Note 10, Supply Agreements):

Income Taxes

No provision for income taxes is required for MACS or MACS Holdings since each member is individually liable for any income tax that may be payable on its share of the MACS or MACS Holdings taxable income, respectively.

Right of Offset

The Company offsets assets and liabilities in which the debtor has a legal right to discharge all or a portion of the debt owed to another party by applying against the debt an amount the other party owes to the debtor. Included in accounts payable as of December 31, 2013 and 2012, is $515 and $35, respectively, of book overdrafts for outstanding checks.

Fair Value Measurements

The Company uses fair value measurements to measure, among other items, purchased assets and investments, leases and derivative contracts. The Company also uses such measurements to assess impairment of properties, equipment, intangible assets, and goodwill. The guidance does not apply to inventory pricing.

Where available, fair value is based on observable market prices or parameters, or is derived from such prices of parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs are used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.

The Company prioritizes the inputs used in measuring fair value into the following hierarchy:

Level 1                      Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2                      Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;

Level 3                      Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

Fair Value of Financial Instruments

The carrying amounts recorded for cash, accounts receivable, certain other current assets, accounts payable, and accrued expenses and other current liabilities in the consolidated financial statements approximate fair value because of the short-term maturity of the instruments.

4.                                      Variable Interest Entities

The Company entered into agreements with affiliated entities of the Uphoff Unitholders (members of MACS Holdings prior to the ETP Acquisition) to lease the property, buildings and improvements of 35 sites that are operated by the Company.  Under the terms of the purchase agreement of the Southside Oil Group, the Company has the right to purchase the underlying assets of 35 of these leases, along with the assumption of associated debt of up to $54,300, for $20,000 less any unreimbursed costs or claims against the Uphoff Unitholders and accrued excess rent, plus any funds disbursed from the excess rent account to the Company or Catterton (members of MACS Holdings prior to the ETP Acquisition).  In December 2012, one of the agreements was amended to exclude one site and reduce the purchase price by the dissolution of approximately $556 of debt for the site. The purchase option was assigned no value in the purchase price allocation, or at December 31, 2013 or 2012, as the fair value of the sites, less the value of associated debt, is less than the exercise price of the option.  Because of the purchase option described above, as well as the terms of the leases, the Company is determined to be the primary beneficiary of these entities, and therefore the Company has consolidated these entities.

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The assets and liabilities of the VIEs consist of the following (in thousands):